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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
AUGUST 15, 1996
Date of Report
(Date of earliest event reported)
LANDMARK GRAPHICS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-17195 76-0029459
(State of other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
15150 MEMORIAL DRIVE
HOUSTON, TEXAS
(Address of principal executive offices)
77079-4304
(Zip Code)
(713) 560-1000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
A copy of Landmark Graphics Corporation's press release, dated August
15, 1996, announcing the record date and date of the special meeting of
stockholders to be held in connection with the merger of Landmark Graphics
Corporation with and into Halliburton Acq. Company, a Delaware corporation and
wholly-owned subsidiary of Halliburton Company, a Delaware corporation, is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
The following is set forth as an exhibit to this Form 8-K:
Exhibit Number Description Page
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99.1 Press Release, dated August 15, 1996
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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.
Date: August 15, 1996 LANDMARK GRAPHICS CORPORATION
By: /s/ William H. Seippel
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Name: William H. Seippel
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Title: Vice President, Finance and Chief
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Financial Officer (Principal Financial
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and Accounting Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Press Release dated August 15, 1996
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EXHIBIT 99.1
CONTACTS: Denese Van Dyne
Landmark
(713) 560-1555
Guy Marcus
Halliburton
FOR IMMEDIATE RELEASE (214) 978-2691
LANDMARK ANNOUNCES SPECIAL STOCKHOLDERS MEETING AND EARLY TERMINATION OF
HART-SCOTT-RODINO WAITING PERIOD
Houston (August 15, 1996) -- Landmark Graphics Corporation
(NASDAQ:LMRK) today announced that it will convene a special stockholders
meeting at 10:00 a.m. (CDT) on October 4, 1996. The purpose of the meeting is
to vote on a proposal to approve and adopt an Agreement and Plan of Merger
dated June 30, 1996 providing for the acquisition of Landmark by Halliburton
Company (NYSE:HAL). The meeting will be held at 15150 Memorial Drive, Houston,
Texas.
Only Landmark stockholders of record as of the close of business on
August 29, 1996 will be notified of, and are entitled to vote at, the meeting.
Landmark expects to mail a Proxy Statement/Prospectus on or about September 4,
1996 to all stockholders of record as of August 29, 1996. The companies
anticipate completing the acquisition during the first part of the fourth
calendar quarter of 1996.
Under terms of the agreement, Halliburton will issue 0.574 of a share
of its common stock for each outstanding share of Landmark common stock.
Following the merger, Landmark will be operated as a wholly-owned subsidiary of
Halliburton Company, and Robert Peebler will continue as president and chief
executive officer of Landmark.
In a related development, Landmark and Halliburton have been advised
that all requirements of the Hart-Scott-Rodino Antitrust Improvements Act of
1976 have been satisfied effective August 14, 1996.
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Halliburton Company is one of the world's largest diversified energy
services, engineering, maintenance, and construction companies. Founded in
1919, Halliburton provides a broad range of energy services and products,
industrial and marine engineering and construction services. Halliburton
Company had fiscal year 1995 revenue of $5.7 billion.
Landmark Graphics Corporation is a leading supplier of integrated
exploration and production information systems and professional services that
enable petroleum companies to find, produce and manage oil and gas reservoirs
more effectively. Headquartered in Houston, Landmark has 35 offices around the
world, with systems installed in more than 70 countries. Customers include 90
percent of the world's largest oil and gas companies. Revenue for its fiscal
year, which ended June 30, 1996, was $187.3 million. Landmark's World Wide Web
site can be accessed at http://www.lgc.com.
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