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): July 30,
2008
HALLIBURTON
COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or Other
Jurisdiction of Incorporation)
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1-3492
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No.
75-2677995
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1401
McKinney, Suite 2400, Houston, Texas
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77010
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.04. Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
On July
30, 2008, we called for redemption our 3 1/8% Convertible Senior Notes due July
15, 2023 (the “Notes”) that were issued pursuant to the Indenture dated as of
June 30, 2003, as amended (the “Indenture”) between us and The Bank of New York
Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee. On the
redemption date, which is August 29, 2008, we will pay a redemption price equal
to the par amount of the Notes, which totaled $1.2 billion at June 30, 2008,
together with accrued and unpaid interest from July 16, 2008 through August 29,
2008. The Indenture provides that we can redeem the notes on or after July 15,
2008, and we are exercising that redemption right.
Holders
of the Notes have the right to convert each $1,000 principal amount of Notes
into 53.4069 shares of our common stock. The conversion right will
expire at the close of business on August 28, 2008, which is the business day
immediately preceding the redemption date. Holders of Notes that
exercise their conversion option will receive the principal amount in
cash. We have the option to settle any amounts due in excess of the
principal amount, which has ranged between $1.6 billion and $2.0 billion since
June 30, 2008, by delivering shares of our common stock, cash, or a combination
of common stock and cash.
As a
result of the call for redemption, we will be required to proceed with the
redemption of the Notes that are not converted as described above.
###
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.
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HALLIBURTON
COMPANY
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Date: July
31, 2008
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By:
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/s/ Bruce A. Metzinger |
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Bruce
A. Metzinger
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Assistant
Secretary
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