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 24, 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 24, 2003, registrant issued a press release entitled
"Halliburton Prices Convertible Senior Notes."
The text of the press release is as follows:
HALLIBURTON PRICES CONVERTIBLE SENIOR NOTES
HOUSTON, Texas - Halliburton (NYSE:HAL) announced today the pricing of $1.0
billion principal amount of convertible senior unsecured notes due July 15, 2023
which were offered to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"). The company has
granted the initial purchasers the option to purchase up to additional $200
million of convertible notes.
Each $1,000 principal amount will be convertible, at the holder's option, into
26.5583 shares of common stock of Halliburton which represents a 65% conversion
premium based on the closing price of $22.82 on June 24, 2003. The notes will
pay a cash interest rate of 3.125% per annum. Also, beginning July 15, 2008, the
company may redeem any of the convertible notes at 100 percent of the principal
amount redeemed plus accrued and unpaid interest. In addition, noteholders may
require the company to redeem the notes on July 15 of 2008, 2013 and 2018 or in
the event of certain fundamental changes at 100 percent of the principal amount
redeemed plus accrued and unpaid interest.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities. Any offer of these securities will be made only by
means of a private offering circular. The offering is being made within the
United States only to qualified institutional buyers. The convertible senior
notes being offered and the shares of common stock of Halliburton issuable upon
conversion of the notes have not been registered under the United States federal
or state securities laws and may not be offered or sold in the United States or
to U.S. persons 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.
###
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 25, 2003 By: /s/ Margaret E. Carriere
----------------------------------
Margaret E. Carriere
Vice President and Secretary