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)
JUNE 23, 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 June 23, 2003, registrant issued a press release entitled
"Halliburton Announces Offering of Convertible Senior Notes."
The text of the press release is as follows:
HALLIBURTON ANNOUNCES OFFERING OF CONVERTIBLE SENIOR NOTES
HOUSTON, Texas - Halliburton (NYSE:HAL) announced today that it intends to offer
$1 billion of convertible senior notes through an offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act").
The notes are expected to have a term of 20 years and may be convertible if
certain conditions are met (and the company elects not to retire the notes with
cash) into Halliburton common stock, at a price to be determined by negotiations
between Halliburton and the initial purchasers of the notes. The terms of the
offering are expected to include an option exercisable by the initial purchasers
to purchase up to an additional $200 million aggregate principal amount of
notes.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities. The offering is being made within the United States
only to qualified institutional buyers. The convertible senior notes 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 Group and Engineering and Construction Group business segments. 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; future asbestos claims defense and
settlement costs, other litigation and proceedings, including shareholder
lawsuits, securities laws inquiries, contract disputes, patent infringements and
environmental matters, 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 March 31, 2003 for a more complete
discussion of such risk factors.
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: June 23, 2003 By: /s/ Margaret E. Carriere
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Margaret E. Carriere
Vice President and Secretary