SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (date of earliest event reported)
January 21, 2004
Halliburton Company
(Exact name of registrant as specified in its charter)
State or other Commission IRS Employer
jurisdiction File Number Identification
of incorporation Number
Delaware 1-3492 No. 75-2677995
1401 McKinney, Suite 2400
Houston, Texas 77010
(Address of principal executive offices)
Registrant's telephone number,
including area code - 713-759-2600
INFORMATION TO BE INCLUDED IN REPORT
Item 9. Regulation FD Disclosure
On January 21, 2004 registrant issued a press release entitled
"Halliburton To Issue $500 Million of Senior Notes In A Private Offering."
The text of the press release is as follows:
HALLIBURTON TO ISSUE $500 MILLION OF SENIOR NOTES IN PRIVATE OFFERING
HOUSTON, Texas - Halliburton (NYSE:HAL) announced today the pricing of an
offering of $500 million aggregate principal amount of senior notes to certain
institutional investors in a transaction that is exempt from the registration
requirements of the Securities Act of 1933.
The company is selling $500 million principal amount of senior notes bearing
interest at a floating rate of LIBOR plus 75 basis points and maturing on
January 26, 2007. The floating rate notes will be redeemable, at Halliburton's
option, in whole or in part, on or after January 26, 2005 for an amount equal to
100% of the principal amount plus accrued and unpaid interest. The offering is
expected to close January 26, 2004.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities. Any offer of these securities will be made only by
means of a private offering memorandum. The offering is being made within the
United States only to qualified institutional buyers and to persons outside the
United States. The senior notes have not been registered under the Securities
Act of 1933 or state securities laws and may not be offered or sold in the
United States or to U.S. persons absent registration or an applicable exemption
from registration requirements.
Halliburton, founded in 1919, is one of the world's largest providers of
products and services to the petroleum and energy industries. The company serves
its customers with a broad range of products and services through its Energy
Services and Engineering and Construction Groups. The company's World Wide Web
site can be accessed at www.halliburton.com.
NOTE: The statements in this press release that are not historical statements,
including statements regarding future financial performance, are forward-looking
statements within the meaning of the federal securities laws. These statements
are subject to numerous risks and uncertainties, many of which are beyond the
company's control, which could cause actual results of operations to differ
materially from the results expressed or implied by the statements. These risks
and uncertainties include, but are not limited to: legal risks, including the
risks of being unable to complete the proposed settlement of asbestos and silica
liabilities, the risks of having material subsidiaries in Chapter 11
proceedings, the risks of audits and investigations of the company by government
agencies, the risks of judgments against the company's subsidiaries and
predecessors in asbestos litigation pending and currently on appeal, the
inability of insurers for asbestos exposures to pay claims or a delay in the
payment of such claims, future asbestos claims defense and settlement costs, the
risks of judgments against the company and its subsidiaries in other litigation
and proceedings, including shareholder lawsuits, securities laws inquiries,
contract disputes, patent infringements and environmental matters, legislation,
changes in government regulations and adverse reaction to scrutiny involving the
company; political risks, including the risks of unsettled political conditions,
war and the effects of terrorism, foreign operations and foreign exchange rates
and controls; liquidity risks, including the risks of potential reductions in
debt ratings, access to credit, availability and costs of financing and ability
to raise capital; weather-related risks; customer risks, including the risks of
changes in capital spending and claims negotiations; industry risks, including
the risks of changes that affect the demand for or price of oil and/or gas,
structural changes in the industries in which the company operates, risks of
fixed-fee projects and risks of complex business arrangements; systems risks,
including the risks of successful development and installation of financial
systems; and personnel and merger/reorganization/disposition risks, including
the risks of increased competition for employees, successful integration of
acquired businesses, effective restructuring efforts and successful completion
of planned dispositions. Please see Halliburton's Form 10-K for the year ended
December 31, 2002 as amended by Form 10-K/A filed on January 15, 2004, Form 10-Q
for the quarter ended September 30, 2003, and Form 8-K filed on October 28, 2003
for a more complete discussion of such risk factors.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HALLIBURTON COMPANY
Date: January 21, 2004 By: /s/ Margaret E. Carriere
---------------------------------
Margaret E. Carriere
Vice President and Secretary