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 5. Other Events
The registrant may, at its option, report under this item any events,
with respect to which information is not otherwise called for by this form, that
the registrant deems of importance to security holders.
On September 29, 1998 registrant issued a press release entitled
Halliburton and Dresser Complete Merger pertaining, among other things, to an
announcement that registrant and Dresser Industries, Inc. have completed their
merger. Registrant is the continuing entity and its stock will be traded on the
New York Stock Exchange under the ticker symbol "HAL". Dresser's shareholders
will receive one share of newly issued Halliburton common stock for each share
of Dresser common stock. The merger will be accounted for as a pooling of
interests.
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.
(c) Exhibits.
Exhibit 20 - Press release dated September 29, 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 2, 1998 By: /s/ Susan S. Keith
-------------------------------
Susan S. Keith
Vice President and Secretary
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
20 Press Release of 5 of 7
September 29, 1998
Incorporated by Reference
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FOR IMMEDIATE RELEASE Contact: Guy T. Marcus
September 29, 1998 Vice President-Investor Relations
(214) 978-2691
HALLIBURTON AND DRESSER COMPLETE MERGER
DALLAS, Texas -- Halliburton Company (NYSE:HAL) and Dresser Industries,
Inc. (NYSE:DI) today completed the merger of the two companies. Halliburton
Company is the continuing entity and will be traded on the New York Stock
Exchange under the ticker symbol "HAL".
Under the terms of the merger agreement, approved at separate meetings
by Halliburton and Dresser shareholders on June 25, Dresser's shareholders will
receive one share of newly issued Halliburton common stock for each share of
Dresser common stock. As a result of the merger, Halliburton will issue
approximately 176 million new shares of its common stock to Dresser
shareholders. This increases Halliburton's outstanding common shares from about
263 million to 439 million. Halliburton will account for the merger as a pooling
of interests.
Combined revenues for 1997 were $16.3 billion and net income was $772
million ($1.77 per share diluted). For the first six months of 1998 revenues
were $8.8 billion and net income was $447 million ($1.01 per share diluted). At
June 30, 1998 the combined company had shareholders equity of $4.6 billion and
long-term debt of $1.3 billion. Halliburton's June 30, 1998 engineering and
construction backlog was $11.3 billion. The company expects to recognize a 1998
third quarter one time pretax charges of approximately $900 million to provide
for consolidation, restructuring and merger related expenses.
The executive committee of Halliburton now includes Dick Cheney,
Halliburton Company's chief executive officer; William E. Bradford, chairman of
the company's board of directors; David J. Lesar, president and chief operating
officer; and Donald C.
Vaughn, vice chairman.
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Five members of the Dresser board of directors, including William E.
Bradford, Lawrence S. Eagleburger, Ray L. Hunt, J. Landis Martin and Jay A.
Precourt, have joined the Halliburton board following the merger. As previously
announced, Dale P. Jones has elected to retire from Halliburton's board of
directors and as vice chairman of the company concurrent with completion of the
merger. Halliburton now has a total of 14 directors.
Dick Cheney, chief executive officer of Halliburton Company, said, "The
merger is designed to result in long-term benefits for the company's
stakeholders - its customers, employees, and shareholders. It significantly
broadens the company's offerings and also improves our position as the leader in
providing integrated project management services -- from the earliest phases of
field development through the production and delivery of oil and gas to the
marketplace. The combination of M. W. Kellogg's engineering expertise with Brown
& Root's project management and construction strengths enhances the competitive
position of the new Kellogg Brown & Root organization. In addition, we are
adding a new energy equipment business segment. The merger will both lower
Halliburton's cost structure and increase its operating income from added
revenues. We expect that net synergistic benefits will add at least $250 million
pretax to earnings on an annualized basis."
Bill Bradford, Halliburton Company's new chairman of the board,
commented, "Halliburton's vision is to be the premier global solutions provider
for energy services, engineering and construction, and energy equipment. The
strategy the company has adopted to achieve this vision is based upon our
commitment to integration - both the internal integration of all business
operations, as well as integration of Halliburton's core competencies with those
of our customers. We support the vision with four key goals to serve our
customers - operational excellence, technological leadership, innovative
business relationships and maintenance of a dynamic workforce."
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Dave Lesar, president and chief operating officer of Halliburton, said,
"The new organizational structure of Halliburton Company will now consist of
three business segments. The Energy Services Group business segment will
continue to operate with four business units. The Halliburton Energy Services
business unit will now include the petroleum services business of Dresser. The
Brown & Root Energy Services unit adds all of Dresser's upstream engineering and
construction businesses. The Engineering and Construction Group business segment
will incorporate Dresser's related units, including M.W. Kellogg, to form the
new Kellogg Brown & Root business unit. The Dresser Equipment Group business
segment will carry over in its entirety from Dresser to form a new a Halliburton
business segment. We now move forward on a fast-track to implement cost savings,
develop revenue enhancements and begin new research and development initiatives
that will benefit future financial performance of the company."
Earlier today Halliburton entered into a consent decree with the U.S,.
Department of Justice requiring divestiture of Halliburton's current worldwide
logging-while-drilling (LWD) business which in 1997 had revenues of less than
$50 million, or approximately four-tenths of one percent (0.4%) of the combined
revenues to Halliburton and Dresser. Halliburton's existing directional drilling
and Dresser's Sperry-Sun division are not impacted by the decree. In addition
Halliburton will continue to provide customers with sonic LWD services using its
existing sonic technologies. The consent decree requires Halliburton to divest
its LWD business within 180 days. No other Halliburton or Dresser business
divestitures are required. Halliburton has retained Warburg Dillon Read LLC to
assist it in the sale of its LWD business.
Halliburton Company, founded in 1919, is the world's largest provider
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 Group, Engineering and Construction Group, and Dresser Equipment
Group business segments. In 1997 Halliburton conducted business with a workforce
of approximately 100,000 in over 120 countries. The company's World Wide Web
site can be accessed at http://www.halliburton.com.
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