UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): April 10,
2006
KELLOGG
BROWN & ROOT, INC.
RETIREMENT
AND SAVINGS PLAN
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of
Incorporation)
|
1-3492
|
No.
75-2677995
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
1401
McKinney, Suite 2400, Houston, Texas
|
77010
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(713)
759-2600
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
INFORMATION
TO BE INCLUDED IN REPORT
Item
4.01. Changes
in Registrant’s Certifying Accountant
(a)
Former Principal Independent Accountant.
On April
10, 2006, the Kellogg Brown & Root, Inc. Retirement and Savings Plan (the
“Plan”) dismissed KPMG LLP (“KPMG”) as the principal independent accountant
auditing the Plan’s financial statements. The audit reports of KPMG on the
Plan’s financial statements as of and for the years ended December 31, 2004
and 2003 did not contain any adverse opinion or disclaimer of opinion, nor
were
they qualified or modified as to uncertainty, audit scope or accounting
principles.
The
Plan’s Benefits Committee approved the change in the principal independent
accountant for the Plan.
In
connection with the audits of the two fiscal years ended December 31, 2004
and 2003 and the subsequent period through April 10, 2006, there were no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of KPMG, would have caused
them to make reference in their opinions to the subject matter of the
disagreement. In addition, none of the “reportable events” described in
Item 304(a)(1)(v) of Regulation S-K occurred with respect to the Plan
during the fiscal years ended December 31, 2004 and 2003 and the subsequent
period through April 10, 2006.
(b)
New Principal Independent Accountant. On April 10, 2006, after considering
proposals received, the Plan engaged Melton & Melton, L.L.P. (“Melton &
Melton) as the principal independent accountant for 2005 for the Plan.
During
the years ended December 31, 2004 and 2003 and the subsequent period
through April 10, 2006, neither the Plan nor anyone acting on the Plan’s behalf
consulted Melton & Melton regarding (1) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type
of audit opinion that might be rendered on the Plan’s financial statements; or
(2) any matter that was either the subject of a disagreement as defined in
Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” described
in Item 304(a)(1)(v) of Regulation S-K.
Item
9.01. Financial
Statements and Exhibits.
The
exhibit listed below is filed herewith.
(d) Exhibits.
|
16.1
|
Letter
of KPMG LLP to the Securities and Exchange Commission dated April
12,
2006.
|
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:
April 12, 2006
|
By:
|
/s/ Bruce A. Metzinger |
|
Bruce
A. Metzinger
|
||
|
Assistant
Secretary
|
EXHIBIT
16.1
April
12,
2006
Securities
and Exchange Commission
Washington,
D.C. 20549
Ladies
and Gentlemen:
We
were
previously principal accountants for the
Kellogg
Brown & Root, Inc. Retirement and Savings Plan (the “Plan”) and, under the
date of June 29, 2005, we reported on the financial statements and supplemental
schedule of the Plan as of December 31, 2004 and 2003 and for the years then
ended. On February 15, 2006, we were notified by a member of management that
our
appointment as principal accountants for the Plan would be terminated. On April
10, 2006, we were advised that the Plan’s Benefits Committee had approved the
termination of our appointment as principal accountants for the Plan. We have
read the Plan’s statements included under Item 4.01 of its Form 8-K dated April
12, 2006, and we agree with such statements except that we are not in a position
to agree or disagree with the Plans’ statements that (i) the change was approved
by the Plan’s Benefits Committee or (ii) the statements in Item 4.01
(b).
Very
truly yours,
/s/
KPMG
(KPMG)