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)
October 28, 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 October 28, 2003 registrant issued a press release entitled "Halliburton
Files Shelf Registration For its Previously Issued $1.2 Billion Convertible
Senior Notes."
The text of the press release is as follows:
Halliburton Files Shelf Registration for its Previously
Issued $1.2 Billion Convertible Senior Notes
HOUSTON, Texas--Halliburton (NYSE: HAL) announced today that it has filed a
shelf registration statement with the Securities and Exchange Commission for the
$1.2 billion of Halliburton's 3-1/8% Convertible Senior Notes due July 15, 2023
(and the common stock issuable upon conversion of the notes) that the Company
had issued in a private placement in June 2003. The preliminary shelf
registration statement has been filed in satisfaction of Halliburton's
obligations under a registration rights agreement entered into in connection
with the private placement. Upon effectiveness of the registration statement,
the prospectus included in the company's registration statement will be used by
selling security holders to resell their notes and the common stock issuable
upon conversion of the notes.
Halliburton initially issued the 3-1/8% Convertible Senior Notes through
Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities
Inc., ABN AMRO Incorporated, HSBC and The Royal Bank of Scotland plc.
A shelf registration statement relating to these securities has been filed with
the Securities and Exchange Commission, but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy such
securities, nor shall there be any sale of these securities in any State or
country in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State or
country. The offering of these securities will be made only by means of the
prospectus included in the company's shelf registration statement.
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: October 29, 2003 By: /s/ Margaret E. Carriere
-----------------------------------
Margaret E. Carriere
Vice President and Secretary