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)
November 6, 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 November 6, 2003 registrant issued a press release entitled "DII
Industries and Kellogg Brown & Root Extend Voting Deadline on Plan of
Reorganization Until November 19, 2003."
The text of the press release is as follows:
DII Industries and Kellogg Brown & Root Extend Voting Deadline on Plan of
Reorganization Until November 19, 2003
HOUSTON, Texas -- Halliburton announced today that DII Industries, LLC and
Kellogg Brown & Root and the asbestos claimants committee with which the
companies have been negotiating a proposed asbestos and silica settlement are
continuing to negotiate toward resolving remaining issues. These remaining
issues include the fact that the cash required to fund the settlement may
modestly exceed $2.775 billion. In order for the settlement to proceed, an
agreement needs to be reached to either reduce the cash settlement payout
amounts to $2.775 billion or increase the amount Halliburton and the filing
subsidiaries would be willing to pay above $2.775 billion. There can be no
assurance that such an agreement will be reached in order to allow the
settlement to proceed.
Pending the resolution of these issues, the proposed debtor subsidiaries of the
company are extending the solicitation period for the pre-packaged plan of
reorganization until November 19, 2003 to allow time to resolve the issues. Once
the remaining issues are resolved, the proposed debtor subsidiaries of the
company will promptly prepare and circulate a supplement to the disclosure
statement mailed in late September to known current claimants for the purpose of
soliciting acceptances of a revised plan of reorganization. The deadline for
submission of acceptances will be extended to allow sufficient time for receipt
and review of the disclosure statement supplement. The additional time needed to
solicit acceptances to the revised plan of reorganization will likely delay any
Chapter 11 filing until sometime in December, assuming that the necessary
acceptances are promptly received and the remaining product identification due
diligence is timely provided.
Halliburton also announced that it has concluded negotiations with several banks
and non-bank lenders on the terms of multiple credit facilities relating to the
funding of the proposed settlement, and the definitive agreements have been
signed. There are a number of conditions precedent that must be met before those
facilities will be effective and available for use, one of which is the Chapter
11 filing for DII Industries, KBR and some of their subsidiaries.
The credit facilities consist of:
- a $700 million 3-year revolving credit facility for general working
capital purposes;
- a master letter of credit facility intended to ensure that
existing letters of credit supporting the company's contracts
remain in place during the filing; and
- a $1.0 billion delayed-draw term facility to be available for cash
funding of the trust for the benefit of claimants.
The delayed-draw term facility is intended to eliminate uncertainty in the
capital markets concerning our ability to meet our funding requirement once
final and non-appealable court confirmation of a plan of reorganization has been
obtained.
Remaining conditions to a Chapter 11 filing by the affected Halliburton
subsidiaries include availability and effectiveness of the definitive financing
arrangements, approval of the plan of reorganization by required creditors,
including at least 75% of known present asbestos claimants, and Halliburton
board approval.
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.
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 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
associated with the consummation or non-consummation of the proposed settlement,
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: November 6, 2003 By: /s/ Margaret E. Carriere
-------------------------------------
Margaret E. Carriere
Vice President and Secretary