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)
SEPTEMBER 29, 1998
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
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
(Address of principal executive offices)
Registrant's telephone number,
including area code - 214/978-2600
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INFORMATION TO BE INCLUDED IN REPORT
Item 2. Acquisition or Disposition of Assets
On September 29, 1998, Halliburton Company ("Halliburton") completed
the acquisition of Dresser Industries, Inc. ("Dresser") pursuant to the
Agreement and Plan of Merger dated as of February 25, 1998 by and among
Halliburton, Halliburton N.C., Inc., a wholly owned direct subsidiary of
Halliburton ("Merger Sub"), and Dresser (the "Merger Agreement"). Pursuant to
the Merger Agreement, Merger Sub was merged (the "Merger") with and into
Dresser, with Dresser surviving as a subsidiary of Halliburton. As a result of
the merger, each outstanding share of Dresser common stock, par value $0.25 per
share ("Dresser Common Stock"), has been converted into the right to receive 1.0
share of Halliburton common stock, par value $2.50 per share ("Halliburton
Common Stock"). In the aggregate, Halliburton is issuing approximately 176
million shares of Halliburton Common Stock in exchange for the Dresser Common
Stock. The exchange ratio of 1.0 was determined by negotiations among
Halliburton and Dresser. In addition, as part of the Merger, Halliburton is
reserving approximately 7.3 million shares of Halliburton Common Stock for
issuance pursuant to Dresser's employee and director plans. There were no
material relationships between Halliburton and Dresser prior to the consummation
of the merger.
Dresser, which was previously publicly traded, is a leading global
supplier to the total hydrocarbon energy stream. Dresser's product and service
offerings encompass sophisticated drilling and well construction systems as well
as technologies, engineered equipment and project management for the
transportation and conversion of oil and natural gas. Halliburton currently
intends to continue Dresser's business activities.
Item 7. Financial Statements and Exhibits
List below the financial statements, pro forma financial information
and exhibits, if any, filed as part of this report.
(a) Financial Statements of Business Acquired.
The financial statements of Dresser Industries, Inc. required
for this item will be filed by the Company by an amendment to
this report as soon as practical, but not later than 60 days
after this report must be filed.
(b) Pro Forma Financial Information.
As of the date of this report, the Company has not finalized the
pro forma financial information required pursuant to Article 11
of Regulation S-X with respect to the Dresser merger. Such pro
forma financial information will be filed by the Company by an
amendment to this report as soon as practical, but not later
than 60 days after this report must be filed.
(c) Exhibits.
2(a) Agreement and Plan of Merger, dated as of February 25,
1998, among Halliburton Company, Halliburton N.C., Inc.
and Dresser Industries, Inc. (incorporated by reference to
Exhibit C to Halliburton Company's Schedule 13D filed on
March 9, 1998).
2(b) Stock Option Agreement dated as of February 25, 1998,
among Halliburton Company and Dresser Industries, Inc.
(incorporated by reference to Exhibit B to Halliburton
Company's Schedule 13D filed on March 9, 1998).
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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 13, 1998 By: /s/ R. Charles Muchmore, Jr.
--------------------------------
R. Charles Muchmore, Jr.
Vice President and Controller
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