Table of Contents
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Schedule TO
TENDER OFFER STATEMENT UNDER
SECTION
14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
Halliburton Company
(Name of Subject Company
(Issuer))
Halliburton Company
(Name of Filing Person (Issuer
and Offeror))
Common Stock, $2.50 Par Value
(Title of Class of
Securities)
406216101
(CUSIP Number of Class of
Securities)
Albert O. Cornelison, Jr.
Executive Vice President and General Counsel
Halliburton Company
1401 McKinney, Suite 2400
Houston, Texas 77010
Telephone
(713) 759-2600
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and
Communications on Behalf of Filing Persons)
Copy to:
| Darrell W. Taylor | Andrew M. Baker | John B. Tehan | ||
| Baker Botts L.L.P. | Baker Botts L.L.P. | Simpson Thacher & Bartlett LLP | ||
| 910 Louisiana Street | 2001 Ross Avenue | 425 Lexington Avenue | ||
| Houston, Texas 77002-4995 | Dallas, Texas 75201-2980 | New York, New York 10017-3954 | ||
| (713) 229-1234 | (214) 953-6500 | (212) 455-2000 |
CALCULATION OF FILING FEE
|
Amount of |
|||
| Transaction Valuation* | Filing Fee** | ||
|
$3,039,401,070
|
$93,310 | ||
| * | This valuation assumes the exchange of up to 135,627,000 shares of KBR, Inc. (“KBR”) common stock, par value $0.001 per share (“KBR common stock”), for shares of Halliburton Company common stock, par value $2.50 per share (“Halliburton common stock”). Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(a)(4) under the Securities Exchange Act of 1934, based on the product of (i) $22.41, the average of the high and low sale prices of KBR common stock, par value $0.001 per share, on The New York Stock Exchange on March 1, 2007 and (ii) 135,627,000, the maximum number of shares of KBR common stock to be exchanged in the exchange offer. | |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|
Amount Previously
Paid: $93,310
|
Filing Party: KBR, Inc. | |||
|
Form of Registration
No.: Form S-4, Reg.
No. 333-141027
|
Date Filed: March 2, 2007 |
| o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any
transactions to which the statement relates:
| o | third-party tender offer subject to Rule 14d-1 | |
| x | issuer tender offer subject to Rule 13e-4 | |
| o | going-private transaction subject to Rule 13e-3 | |
| o | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
TABLE OF CONTENTS
Table of Contents
SCHEDULE TO
This Tender Offer Statement on Schedule TO
(“Schedule TO”) is filed by Halliburton Company,
a Delaware corporation (“Halliburton”). This
Schedule TO relates to the offer by Halliburton to exchange
up to 135,627,000 shares of common stock, par value
$0.001 per share (“KBR common stock”), of KBR,
Inc., a Delaware corporation (“KBR”), in the
aggregate, for shares of Halliburton common stock, par value
$2.50 per share (“Halliburton common stock”),
upon the terms and subject to the conditions set forth in the
Prospectus — Offer to Exchange, dated March 2,
2007 (the “Prospectus — Offer to Exchange”)
and the related Letter of Transmittal, copies of which are filed
as Exhibits (a)(1)(i) and (a)(1)(ii) hereto (which,
together with any amendments or supplements thereto,
collectively constitute the “Exchange Offer”). In
connection with the Exchange Offer, KBR has filed under the
Securities Act of 1933, as amended, a registration statement on
Form S-4
(Registration
No. 333-141027)
(the “Registration Statement”) to register up to
135,627,000 shares of KBR common stock. The information set
forth in the Prospectus — Offer to Exchange and the
Letter of Transmittal is incorporated herein by reference in
response to all the items of this Schedule TO, except as
otherwise set forth below.
| Item 1. | Summary Term Sheet. |
Reference is made to the information set forth in the
Prospectus — Offer to Exchange under the headings
“Questions and Answers About the Exchange Offer” and
“Summary — The Exchange Offer,” which is
incorporated herein by reference.
| Item 2. | Subject Company Information. |
(a) Name and Address. Reference is made
to the information set forth in the Prospectus — Offer
to Exchange under the heading “Summary — The
Companies,” which is incorporated herein by reference.
(b) Securities. Reference is made to the
information set forth in the Prospectus — Offer to
Exchange under the heading “Capitalization of Halliburton
and KBR — Halliburton,” which is incorporated
herein by reference.
(c) Trading Market and Price. Reference
is made to the information set forth in the
Prospectus — Offer to Exchange under the heading
“Market Prices and Dividend Information —
Halliburton Common Stock,” which is incorporated herein by
reference.
| Item 3. | Identity and Background of Filing Person. |
(a) Name and Address. The filing person
is the subject company. Reference is made to the information set
forth in the Prospectus — Offer to Exchange under the
headings “Summary — The Companies” and
“Security Ownership of Management of
Halliburton — Management of Halliburton,” which
is incorporated herein by reference.
| Item 4. | Terms of the Transaction. |
(a) Material Terms. Reference is made to
the information set forth in the Prospectus — Offer to
Exchange under the headings “Questions and Answers About
the Exchange Offer,” “The Transaction —
Accounting Treatment,” “The Exchange Offer,”
“Spin-Off Distribution of KBR Common Stock,”
“U.S. Federal Income Tax Consequences” and
“Comparison of Stockholder Rights,” which is
incorporated herein by reference.
(b) Purchases. Reference is made to the
information set forth in the Prospectus — Offer to
Exchange under the headings “Questions and Answers About
the Exchange Offer” and “The Exchange
Offer — Terms of the Exchange Offer,” which is
incorporated herein by reference.
| Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
(e) Agreements Involving Subject Company
Securities. Reference is made to the information
set forth under the heading “Agreements Between Halliburton
and KBR and Other Related Party Transactions” in the
Prospectus — Offer to Exchange, which is incorporated
herein by reference.
| Item 6. | Purposes of the Transaction and Plans or Proposals. |
(a) Purposes. Reference is made to the
information set forth in the Prospectus — Offer to
Exchange under the heading “The Transaction —
Reasons for the Exchange Offer,” which is incorporated
herein by reference.
(b) Use of Securities Acquired. The
shares of Halliburton’s common stock acquired by
Halliburton in the Exchange Offer will be retained as treasury
stock.
(c) Plans. Not applicable.
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| Item 7. | Source and Amount of Funds or Other Consideration. |
(a) Source of Funds. Reference is made to
the information set forth in the Prospectus — Offer to
Exchange under the headings “Summary — The
Exchange Offer” and “The Exchange Offer,” which
is incorporated herein by reference.
(b) Conditions. Not applicable.
(d) Borrowed funds. Not applicable.
| Item 8. | Interest in Securities of the Subject Company. |
(a) Securities Ownership. Reference is
made to the information set forth in the Prospectus —
Offer to Exchange under the heading “Security Ownership of
Management of Halliburton — Security Ownership of
Halliburton Management,” which is incorporated herein by
reference.
(b) Securities Transactions. Based on the
information available as of March 1, 2007, the following
table sets forth the transactions in shares of Halliburton
common stock by Halliburton and its directors and executive
officers of Halliburton during the past 60 days.
|
Number |
Price |
Type of |
||||||||||
|
Name
|
Date
|
of Shares
|
Per Share
|
Transaction
|
||||||||
|
Alan M. Bennett
|
January 31, 2007 | 317.27 | $ | 29.32 | Acquisition of Stock Equivalent Units under the Halliburton Company Directors’ Deferred Compensation Plan, which convert to common stock on a one-for-one basis. | |||||||
|
James R. Boyd
|
January 31, 2007 | 702.44 | $ | 29.32 | Acquisition of Stock Equivalent Units under the Halliburton Company Directors’ Deferred Compensation Plan, which convert to common stock on a one-for-one basis. | |||||||
|
Albert O. Cornelison
|
January 8, 2007 | 3,957 | $ | 31.05 | Disposal of Common Stock(1) | |||||||
|
Robert L Crandall
|
January 31, 2007 | 1,811.19 | $ | 29.32 | Acquisition of Stock Equivalent Units under the Halliburton Company Directors’ Deferred Compensation Plan, which convert to common stock on a one-for-one basis. | |||||||
|
Kenneth T. Derr
|
January 31, 2007 | 453.88 | $ | 29.32 | Acquisition of Stock Equivalent Units under the Halliburton Company Directors’ Deferred Compensation Plan, which convert to common stock on a one-for-one basis. | |||||||
|
C. Christopher Gaut
|
January 8, 2007 | 3,540 | $ | 31.05 | Disposal of Common Stock(1) | |||||||
|
Ray L. Hunt
|
January 31, 2007 | 745.28 | $ | 29.32 | Acquisition of Stock Equivalent Units under the Halliburton Company Directors’ Deferred Compensation Plan, which convert to common stock on a one-for-one basis. | |||||||
|
Andrew R. Lane
|
January 8, 2007 | 338 | $ | 31.05 | Disposal of Common Stock(1) | |||||||
| February 21, 2007 | 3,241 | $ | 30.38 | Disposal of Common Stock(1) | ||||||||
|
David J. Lesar
|
January 8, 2007 | 22,811 | $ | 31.05 | Disposal of Common Stock(1) | |||||||
|
Craig W. Nunez
|
February 2, 2007 | 529 | $ | 29.62 | Disposal of Common Stock(1) | |||||||
|
Lawrence J. Pope
|
January 8, 2007 | 338 | $ | 31.05 | Disposal of Common Stock(1) | |||||||
| January 30, 2007 | 133 | $ | 29.15 | Disposal of Common Stock(1) | ||||||||
| February 22, 2007 | 794 | $ | 30.05 | Disposal of Common Stock(1) | ||||||||
|
Jay A. Precourt
|
January 31, 2007 | 444.33 | $ | 29.32 | Acquisition of Stock Equivalent Units under the Halliburton Company Directors’ Deferred Compensation Plan, which convert to common stock on a one-for-one basis. | |||||||
|
David R. Smith
|
January 8, 2007 | 653 | $ | 31.05 | Disposal of Common Stock(1) | |||||||
| January 8, 2007 | 1.3 | $ | 31.05 | Acquisition of Common Stock through Master Trust(2) | ||||||||
| (1) | Shares transferred to Halliburton for payment of Federal tax withholding obligations on lapse of restrictions on shares issued under the 1993 Stock and Incentive Plan. Said Plan permits Reporting Person to satisfy withholding tax obligation by transferring unrestricted shares to Halliburton. | |
| (2) | Beneficial interest in 861.28 shares of Halliburton common stock by the Halliburton Company Employee Benefit Master Trust No. 3, which shares are 100% vested. |
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| Item 9. | Persons/Assets, Retained, Employed, Compensated or Used. |
(a) Solicitations or
Recommendations. Reference is made to the
information set forth in the Prospectus — Offer to
Exchange under the heading “The Exchange Offer —
Fees and Expenses,” which is incorporated herein by
reference.
| Item 10. | Financial Statements. |
(a) Financial Information. Reference is
made to the information set forth in the Prospectus —
Offer to Exchange under the headings “Summary —
Selected Historical Consolidated Financial Data for Halliburton
and KBR” and “Where You Can Find More Information
About Halliburton and KBR,” which is incorporated herein by
reference. The financial statements included as Item 8 and
Exhibit 12 in Halliburton’s Annual Report on
Form 10-K
for the annual period ending December 31, 2006 is
incorporated herein by reference.
(b) Pro Forma Information. Reference is
made to the information set forth in the Prospectus —
Offer to Exchange under the heading “Halliburton Company
Unaudited Pro Forma Condensed Consolidated Financial
Information.”
| Item 11. | Additional Information. |
(a) Agreements, Regulatory Requirements and Legal
Proceedings.
(1) None.
(2) Reference is made to the information set forth in the
Prospectus — Offer to Exchange under the headings
“Summary,” “The Transaction,” and “The
Exchange Offer,” which is incorporated herein by reference.
(3) Reference is made to the information set forth in the
Prospectus — Offer to Exchange under the headings
“Summary” and “The Transaction,” which is
incorporated herein by reference.
(4) Not applicable.
(5) None.
(b) Other Material Information. Reference
is made to the information set forth in the
Prospectus — Offer to Exchange, which is incorporated
herein by reference.
| Item 12. | Exhibits. |
|
Exhibit Number
|
Description
|
|||
| (a)(1)(i) | Prospectus — Offer to Exchange, dated March 2, 2007 (incorporated by reference to KBR’s Registration Statement on Form S-4 (File No. 333-141027) (the “KBR Registration Statement”)). | |||
| (a)(1)(ii) | Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the KBR Registration Statement). | |||
| (a)(1)(iii) | Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the KBR Registration Statement). | |||
| (a)(1)(iv) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the KBR Registration Statement). | |||
| (a)(1)(v) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the KBR Registration Statement). | |||
| (a)(1)(vi) | Notice of Withdrawal (incorporated by reference to Exhibit 99.5 to the KBR Registration Statement). | |||
| (a)(1)(vii) | Correspondence to Halliburton stockholders whose shares are held through custodial accounts with Computershare or HBOS (incorporated by reference to Exhibit 99.6 to the KBR Registration Statement). | |||
| (a)(4)(i) | Press release dated February 26, 2007 (incorporated by reference to Halliburton’s Form 425 filing with the SEC on February 26, 2007). | |||
| (a)(4)(ii) | Prospectus — Offer to Exchange, dated March 2, 2007 (incorporated by reference to the KBR Registration Statement). | |||
| (b) | None. | |||
| (d) | None. | |||
| (g) | None. | |||
| (h)(i) | Opinion of Baker Botts L.L.P. (incorporated by reference to Exhibit 8.1 to the KBR Registration Statement). | |||
| Item 13. | Information Required by Schedule 13E-3 |
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
HALLIBURTON COMPANY
| By: |
/s/ C.
Christopher Gaut
|
Name: C. Christopher Gaut
| Title: |
Executive Vice President and Chief Financial Officer |
Dated: March 2, 2007
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EXHIBIT INDEX
|
Exhibit Number
|
Description
|
|||
| (a)(1)(i) | Prospectus — Offer to Exchange, dated March 2, 2007 (incorporated by reference to KBR’s Registration Statement on Form S-4 (File No. 333-141027) (the “KBR Registration Statement”)). | |||
| (a)(1)(ii) | Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the KBR Registration Statement). | |||
| (a)(1)(iii) | Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the KBR Registration Statement). | |||
| (a)(1)(iv) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the KBR Registration Statement). | |||
| (a)(1)(v) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the KBR Registration Statement). | |||
| (a)(1)(vi) | Notice of Withdrawal (incorporated by reference to Exhibit 99.5 to the KBR Registration Statement). | |||
| (a)(1)(vii) | Correspondence to Halliburton stockholders whose shares are held through custodial accounts with Computershare or HBOS (incorporated by reference to Exhibit 99.6 to the KBR Registration Statement). | |||
| (a)(4)(i) | Press release dated February 26, 2007 (incorporated by reference to Halliburton’s Form 425 filing with the SEC on February 26, 2007). | |||
| (a)(4)(ii) | Prospectus — Offer to Exchange, dated March 2, 2007 (incorporated by reference to the KBR Registration Statement). | |||
| (b) | None. | |||
| (d) | None. | |||
| (g) | None. | |||
| (h)(i) | Opinion of Baker Botts L.L.P. (incorporated by reference to Exhibit 8.1 to the KBR Registration Statement). | |||
6