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)
October 10, 2003
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 October 10, 2003 registrant issued a press release entitled
"Halliburton Announces Exchange Offer and Consent Solicitation for Debentures
Issued by DII Industries, LLC."
The text of the press release is as follows:
HALLIBURTON ANNOUNCES EXCHANGE OFFER AND CONSENT SOLICITATION
FOR DEBENTURES ISSUED BY DII INDUSTRIES, LLC
HOUSTON, Texas - Halliburton (NYSE:HAL) announced today that it has commenced an
offer to issue a like amount of new 7.6% debentures due 2096 (the "Halliburton
debentures") in exchange for outstanding 7.6% debentures due 2096 (CUSIP No.
261597AG3) of its subsidiary, DII Industries, LLC (the "DII Industries
debentures"). As of the date hereof, the principal amount outstanding of the DII
Industries debentures is $300 million. Halliburton is making this exchange offer
only to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, and persons outside the United States pursuant to
Regulation S under the Securities Act. In connection with the exchange offer,
DII Industries is soliciting consents to amend the indenture governing the DII
Industries debentures in order to, among other things, eliminate the
bankruptcy-related events of default. The exchange offer will expire at 5:00
p.m., New York City time, on November 7, 2003, unless extended.
DII Industries is offering to make consent payments of $2.50 per $1,000
principal amount tendered to holders who validly tender their existing DII
Industries debentures and thereby deliver their consents on or prior to the
consent payment deadline, which is currently scheduled for October 24, 2003, at
5:00 p.m., New York City time.
Holders of DII Industries debentures may give their consent to the proposed
amendments only by tendering their DII Industries debentures in the exchange
offer and will be deemed to have given their consent by so tendering.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities. The debentures being offered have not been
registered under the United States federal or state securities laws and may not
be offered or sold in the United States absent registration or an applicable
exemption from the 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.
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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 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 and Form 10-Q for the quarter ended June 30, 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: October 10, 2003 By: /s/ Bruce A. Metzinger
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Bruce A. Metzinger
Assistant Secretary