AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 2004
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HALLIBURTON COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 76-2677995
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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ALBERT O. CORNELISON, JR.
1401 MCKINNEY, SUITE 2400 EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
HOUSTON, TEXAS 77010 HALLIBURTON COMPANY
(713) 759-2600 1401 MCKINNEY, SUITE 2400
(Address, including zip code, and telephone number, HOUSTON, TEXAS 77010
including (713) 759-2600
area code, of registrant's principal executive (Name, address, including zip code, and telephone
offices) number,
including area code, of agent for service)
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COPY TO:
DARRELL W. TAYLOR ANDREW M. BAKER
BAKER BOTTS L.L.P. BAKER BOTTS L.L.P.
910 LOUISIANA STREET 2001 ROSS AVENUE
HOUSTON, TEXAS 77002-4995 DALLAS, TEXAS 75201-2980
(713) 229-1234 (214) 953-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(2) PER UNIT (3) OFFERING PRICE(3) REGISTRATION FEE
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Common Stock, par value $2.50 per
share(1).......................... 59,500,000 shares $37.255 $2,216,672,500 $280,853
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(1) Includes the associated rights to purchase preferred stock, which initially
are attached to and trade with the shares of common stock being registered
hereby.
(2) All 59,500,000 shares of our common stock offered hereby are being offered
and sold for the account of the selling stockholder named herein. Pursuant
to Rule 416 under the Securities Act, such number of shares of our common
stock includes an indeterminate number of shares of our common stock that
may be issued in connection with a stock split, stock dividend,
recapitalization or similar event.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act based upon the average of the high
and low sales prices as reported by the New York Stock Exchange on November
15, 2004.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED NOVEMBER 19, 2004
PROSPECTUS
(HALLIBURTON LOGO)
59,500,000 SHARES
COMMON STOCK
HALLIBURTON COMPANY
The selling stockholder identified in this prospectus is offering to sell,
from time to time, up to 59,500,000 shares of our common stock, par value $2.50
per share, at prices and on terms to be determined from time to time. We will
not receive any proceeds from the sale of the shares of common stock offered by
this prospectus by the selling stockholder. You should refer to the "Selling
Stockholder" section of this prospectus for identification of the selling
stockholder.
Our common stock is listed on the New York Stock Exchange under the symbol
"HAL." On November 15, 2004, the closing price for our common stock on the New
York Stock Exchange was $37.01 per share.
Our address is 1401 McKinney, Suite 2400, Houston, Texas 77010, and our
telephone number at that address is (713) 759-2600.
YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE HEADING
"RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 2004.
YOU SHOULD RELY ONLY ON THE INFORMATION WE HAVE PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANY PERSON (INCLUDING ANY
SALESMAN OR BROKER) TO PROVIDE YOU WITH ADDITIONAL OR DIFFERENT INFORMATION. WE
ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER
IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE ON THE FRONT OF THIS PROSPECTUS AND THAT ANY
INFORMATION WE HAVE INCORPORATED BY REFERENCE IS ACCURATE ONLY AS OF THE DATE OF
THE DOCUMENT INCORPORATED BY REFERENCE. OUR BUSINESS, FINANCIAL CONDITION,
RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES.
TABLE OF CONTENTS
PAGE
----
Forward-Looking Statements.................................. i
Where You Can Find More Information......................... ii
Prospectus Summary.......................................... 1
Risk Factors................................................ 2
Use of Proceeds............................................. 3
Selling Stockholder......................................... 3
Stockholder Agreement....................................... 4
Description of Capital Stock................................ 9
Plan of Distribution........................................ 14
Legal Matters............................................... 16
Experts..................................................... 16
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FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides safe harbor
provisions for forward-looking information. Forward-looking information is based
on projections and estimates, not historical information. Some statements in
this prospectus and the documents incorporated by reference herein are
forward-looking and use words like "may," "may not," "believe," "do not
believe," "expect," "do not expect," "plan," "does not plan," "anticipate," "do
not anticipate," and other expressions. We may also provide oral or written
forward-looking information in other materials we release to the public.
Forward-looking information involves risks and uncertainties and reflects our
best judgment based on current information. Our results of operations can be
affected by inaccurate assumptions we make or by known or unknown risks and
uncertainties. In addition, other factors may affect the accuracy of our
forward-looking information. As a result, the accuracy of our forward-looking
information cannot be guaranteed. Actual events and the results of operations
may vary materially.
We do not assume any responsibility to publicly update any of our
forward-looking statements regardless of whether factors change as a result of
new information, future events or for any other reason. You should review any
additional disclosures we make in our press releases and our reports on Forms
10-K, 10-K/A, 10-Q, 8-K and 8-K/A filed with or furnished to the SEC. We also
suggest that you listen to our quarterly earnings release conference calls with
financial analysts.
While it is not possible to identify all factors, we continue to face many
risks and uncertainties that could cause actual results to differ from our
forward-looking statements and potentially materially and adversely affect our
financial condition and results of operations, including the risks described in
"Risk Factors," in our Annual Report on Form 10-K for the year ended December
31, 2003, as amended by Forms 10-K/A filed on March 15 and May 12, 2004, and in
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June
30, 2004 and September 30, 2004.
i
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), pursuant to which we file annual,
quarterly and current reports, proxy statements and other information with the
SEC. You can read and copy any materials we file with the SEC at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You
also can obtain additional information about the operation of the SEC's public
reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a
web site that contains information we file electronically with the SEC, which
you can access over the Internet at www.sec.gov, and our electronic SEC filings
are also available from our web site at www.halliburton.com. Information
contained on our web site or any other web site is not incorporated into this
prospectus and does not constitute a part of this prospectus. You can also
obtain information about us at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
The following documents are incorporated into this prospectus by this
reference. They disclose important information that you should consider when
deciding whether invest in our common stock.
- Our Annual Report on Form 10-K for the year ended December 31, 2003, as
amended by Forms 10-K/A filed on March 15 and May 12, 2004;
- Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004,
June 30, 2004 and September 30, 2004;
- The Item 5 and 8.01 disclosures in our Current Reports on Form 8-K filed
February 12, February 19, March 19, May 5, May 21, June 14, June 18, June
29, July 19, July 22, July 23, July 28, August 17, August 19, September
2, September 27, October 15, and November 17, 2004 and the Item 5
disclosure in our Current Report on Form 8-K/A filed on July 28, 2004;
and
- The description of our common stock (including the related preferred
share purchase rights) contained in our Form 8-B filed December 12, 1996,
and as subsequently amended, and any other amendment or report filed for
the purpose of updating such description.
All documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of the initial registration statement
of which this prospectus is a part and until all the shares have been sold are
also incorporated by reference in this prospectus. Information incorporated by
reference is considered to be a part of this prospectus, and later information
filed with the SEC prior to the termination of the offering will automatically
update and supersede this information.
We will provide without charge to each person to whom a copy of this
prospectus has been delivered, upon the written or oral request of such person,
a copy of any and all of the documents that have been or may be incorporated by
reference in this prospectus, except that exhibits to such documents will not be
provided unless they are specifically incorporated by reference into such
documents. Requests for copies of any such document should be directed to:
Halliburton Company
1401 McKinney, Suite 2400
Houston, Texas 77010
Attention: Albert O. Cornelison, Jr.
Executive Vice President and General Counsel
Telephone: (713) 759-2600
ii
PROSPECTUS SUMMARY
The following summary should be read together with the information
contained in other parts of this prospectus and the documents we incorporate by
reference. It likely does not contain all of the information that is important
to you or that you should consider when making an investment decision. In this
prospectus, we refer to Halliburton Company and its subsidiaries as "we," "us,"
"our" or "Halliburton," unless we specifically indicate otherwise or the context
clearly indicates otherwise.
HALLIBURTON COMPANY
We are one of the world's largest oilfield services companies and a leading
provider of engineering and construction services. We had total revenues for the
year ended December 31, 2003 of approximately $16.3 billion and total revenues
for the nine months ended September 30, 2004 of approximately $15.3 billion.
Our five business segments are organized around how we manage our business:
Drilling and Formation Evaluation, Fluids, Production Optimization, Landmark and
Other Energy Services and the Engineering and Construction Group. We sometimes
refer to the combination of Drilling and Formation Evaluation, Fluids,
Production Optimization and Landmark and Other Energy Services segments as the
Energy Services Group. Through our Energy Services Group, we provide a wide
range of services and products, as well as integrated solutions to customers for
the exploration, development and production of oil and gas. The Energy Services
Group serves major, national and independent oil and gas companies throughout
the world. Our Engineering and Construction Group (known as KBR) provides a wide
range of services to energy and industrial customers and government entities
worldwide.
THE OFFERING
Securities Offered............ Up to 59,500,000 shares of common stock, par
value $2.50 per share, of Halliburton Company.
Use of Proceeds............... We will not receive any proceeds from the sale
by the selling stockholder of its shares of
Halliburton common stock.
Listing....................... Our common stock is listed on the New York
Stock Exchange under the symbol "HAL."
RISK FACTORS
You should carefully consider all of the information set forth or
incorporated by reference in this prospectus and, in particular, the specific
factors in the section of this prospectus entitled "Risk Factors."
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We are a Delaware corporation. Our principal executive offices are located
at 1401 McKinney, Suite 2400, Houston, Texas 77010, and our telephone number at
that address is (713) 759-2600.
1
RISK FACTORS
You should carefully consider the risks described below and incorporated by
reference into this prospectus before making an investment decision. Due to the
risks described in the documents incorporated by reference, our business,
financial condition or results of operations could be materially and adversely
affected. In that case, the trading price of our common stock could decline. See
"Where You Can Find More Information" for a description of the information we
have included or incorporated by reference into this prospectus. In particular,
you should consider the information included under "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Forward-Looking
Information and Risk Factors" in Item 2 of Part I of our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2004, which information will be
updated under similar headings in our future Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q and by Item 8.01 disclosure in our future Current
Reports on Form 8-K.
This prospectus and the documents we incorporate by reference also contain
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the risks faced by us
described in the documents we incorporate by reference.
WE MAY ISSUE PREFERRED STOCK, THE TERMS OF WHICH COULD ADVERSELY AFFECT THE
VOTING POWER OR VALUE OF OUR COMMON STOCK.
Our certificate of incorporation authorizes us to issue, without the
approval of our stockholders, one or more classes or series of preferred stock
having such preferences, powers and relative, participating, optional and other
rights, including preferences over our common stock respecting dividends and
distributions, as our board of directors may determine. The terms of one or more
classes or series of preferred stock could adversely impact the voting power or
value of our common stock. For example, we might afford holders of preferred
stock the right to elect some number of our directors in all events or on the
happening of specified events or the right to veto specified transactions.
Similarly, the repurchase or redemption rights or liquidation preferences we
might assign to holders of preferred stock could affect the residual value of
our common stock.
OUR STOCKHOLDER RIGHTS PLAN AND PROVISIONS OF DELAWARE LAW COULD DELAY OR
PREVENT A CHANGE IN CONTROL IN US, EVEN IF THAT CHANGE WOULD BE BENEFICIAL TO
OUR STOCKHOLDERS.
We have adopted a stockholder rights plan that would cause extreme dilution
to any person or group who attempts to acquire a significant interest in us
without advance approval of our board of directors. In addition, the Delaware
General Corporation Law would impose some restrictions on mergers and other
business combinations between us and any holder of 15% or more of our
outstanding common stock. The stockholder rights plan and Delaware law could
delay or prevent a change in control of us, even if that change would be
beneficial to our stockholders, which could affect the value of our common
stock.
2
USE OF PROCEEDS
We will not receive any proceeds from the sales of Halliburton common stock
by the selling stockholder.
SELLING STOCKHOLDER
We are issuing 59,500,000 shares of our common stock that will be
contributed to DII Industries, LLC Asbestos PI Trust, the trust we are creating
and contributing assets to under the plan of reorganization of some of our
subsidiaries (which we refer to in this prospectus as Asbestos PI Trust), in
transactions exempt from the registration requirements of the Securities Act of
1933. The assets of Asbestos PI Trust will be used to fund the payment of
unsecured asbestos personal injury claims against our subsidiaries. The shares
of our common stock that may be offered under this prospectus will be offered by
Asbestos PI Trust or by those to whom the selling stockholder may pledge, donate
or transfer shares covered by this prospectus. See "Stockholder
Agreement -- Registration Rights -- Transferability of Registration Rights"
below.
Upon our funding of Asbestos PI Trust, the trust will beneficially own
59,500,000 shares of our common stock, which, after issuance, would constitute
11.9% of our outstanding common stock (using our 442,167,852 outstanding shares
as of November 16, 2004 for purposes of calculation). Asbestos PI Trust, or its
pledgees, donees or other transferees, may sell up to 59,500,000 shares of our
common stock under the registration statement of which this prospectus is a
part. We will include in a supplement to this prospectus, to the extent that may
be required by the applicable SEC rules and regulations, any change in the
information concerning the selling stockholder, any additional information
concerning the manner of sale and the name of any other person who may sell,
transfer or dispose of shares of our common stock under this prospectus. Because
Asbestos PI Trust may transfer all, some or none of the shares pursuant to this
prospectus, or may transfer or otherwise dispose of shares in transactions
exempt from the registration requirements of the Securities Act of 1933, we do
not know the number of shares of our common stock or the percentage of common
stock outstanding that will be held by Asbestos PI Trust after completion of the
sale of shares hereunder. See "Plan of Distribution." Asbestos PI Trust does not
beneficially own any other securities issued by us.
A selling stockholder may offer and sell, transfer or otherwise dispose of,
from time to time, some or all of its shares of our common stock, subject to the
limitations described under the caption "Stockholder Agreement -- Restrictions
on Sale and the Manner of Sale." Except as permitted in accordance with
applicable SEC rules and regulations, no offer or sale, transfer or other
disposition under this prospectus may be made by a selling stockholder unless
the holder is listed in this prospectus or in a supplement to this prospectus
and, if required by the applicable SEC rules and regulations, an amendment to
the related registration statement has been filed and become effective. A
selling stockholder is under no obligation to sell or dispose of all or any
portion of the shares described above, nor is a selling stockholder obligated to
sell or dispose of any such shares immediately pursuant to this prospectus.
3
STOCKHOLDER AGREEMENT
In connection with the transfer of our common stock into Asbestos PI Trust,
we and Alan R. Kahn, the managing trustee of Asbestos PI Trust, will enter into
a stockholder agreement. The stockholder agreement provides for specified
registration rights in favor of Asbestos PI Trust and sets forth the manner and
volume in which Asbestos PI Trust may sell its shares of our common stock.
Although the stockholder agreement does not restrict Asbestos PI Trust's right
to vote its shares, it places limitations on Asbestos PI Trust's ability to take
certain actions in its capacity as a stockholder of our common stock. We and the
Asbestos PI Trust may agree in writing in the future to amend the stockholder
agreement or waive any of its provisions, including the volume limitations
described below.
The following description is a summary of the material provisions of the
stockholder agreement. We urge you to read the stockholder agreement because it,
and not this description, defines the rights of Asbestos PI Trust. The
stockholder agreement has been filed with the SEC as an exhibit to the shelf
registration statement of which this prospectus is a part.
STANDSTILL AGREEMENT
Until Asbestos PI Trust and its affiliates own less than 10 million shares
of our common stock, the stockholder agreement provides that Asbestos PI Trust
will not:
- acquire any additional securities of ours;
- make any unsolicited proposal to enter into any sale of all or
substantially all of our assets or property;
- make any unsolicited proposal to enter into a merger or other similar
business combination involving us;
- take any action that is reasonably likely to require us to make a public
announcement regarding the possibility of a merger or other similar
business combination involving us;
- make or participate in any solicitation of proxies with respect to any
voting securities of ours;
- make, solicit or participate in any solicitation of any stockholder
proposal involving us or any of our subsidiaries;
- request a meeting of our stockholders or those of our subsidiaries;
- initiate any written consent of our stockholders unless requested to do
so by our board of directors; or
- grant any proxy or other voting power to any person other than us or
persons designated by us, or deposit any voting securities of ours in a
voting trust or otherwise subject any voting securities of ours to a
voting agreement.
VOTING
The stockholder agreement places no restrictions on the voting of Asbestos
PI Trust's shares of our common stock.
REGISTRATION RIGHTS
Under the stockholder agreement, Asbestos PI Trust has the rights described
below to require us to register shares of our common stock held by Asbestos PI
Trust with the SEC so that those shares may be publicly resold or to include the
shares of our common stock held by Asbestos PI Trust in any registration
statement that we file.
4
SHELF REGISTRATION RIGHTS
The stockholder agreement requires us to file, at least 30 days prior to
the date on which we transfer shares of our common stock to Asbestos PI Trust,
which we refer to as the "funding date," a shelf registration statement for an
offering to be made on a continuous or delayed basis pursuant to Rule 415 of the
Securities Act of 1933 covering the shares of our common stock acquired by
Asbestos PI Trust. The shelf registration statement of which this prospectus is
a part has been filed to satisfy our obligations under the stockholder
agreement.
Subject to certain exceptions in connection with hedging and other
monetization transactions occurring before the second anniversary of the funding
date as described below, Asbestos PI Trust may only use the shelf registration
statement of which this prospectus is a part to resell:
- in the first three-month period following the funding date, up to 5
million shares of our common stock;
- in the second three-month period following the funding date, up to 10
million shares of our common stock; and
- in each three-month period thereafter, no more than the greater of 1% of
our outstanding common stock or the average weekly reported trading
volume of our common stock on all national securities exchanges and/or
reported through the automated quotation system of a registered
securities association during the four calendar weeks preceding the date
of receipt of the order to execute the transaction by the broker or the
date of execution of the transaction directly with a market maker.
Hedging and other monetization transactions involve (1) securities linked to our
common stock, (2) any securities that would be deemed to be "derivative
securities" (as defined by the rules and regulations under the Exchange Act)
with respect to our common stock, (3) transactions that would be considered
derivative securities if they were securities or (4) transactions that transfer
some or all of the economic risk of ownership of our common stock. Hedging and
other monetization transactions include forward contracts, equity swaps, puts or
calls, put or call equivalent positions, collars, non-recourse loans, sales of
exchangeable securities or similar transactions. In a hedging or other
monetization transaction, the volume limits described above may be larger based
on a formula set forth in the stockholder agreement. In the event of any stock
dividend or distribution on, or stock split, reverse stock split or
reclassification of, our common stock, then, in each case, the volume
limitations applicable to the first six months following the funding date would
be adjusted accordingly.
In connection with any hedging and/or other monetization transaction, only
the shares of our common stock sold on the date the transaction is entered into
by the counterparty to the transaction pursuant to the shelf registration
statement of which this prospectus is a part will be counted against the volume
limitations described above. Any additional shares of our common stock that are
later sold by the counterparty to the hedging and/or other monetization
transaction pursuant to the shelf registration statement of which this
prospectus is a party will not count against the volume limitations described
above.
The stockholder agreement requires us to use our reasonable best efforts to
keep the shelf registration statement of which this prospectus is a part
continuously effective, subject to customary suspension periods, until the
earlier of the first anniversary of the funding date or such time as there are
no longer any shares of our common stock subject to the stockholder agreement.
Our obligation to keep the shelf registration statement to which this prospectus
relates effective is subject to specified, permitted exceptions. In these cases,
we may suspend offers and sales of the shares of common stock pursuant to the
shelf registration statement to which this prospectus relates for up to 90 days.
However, we are obligated to extend the effective period of the shelf
registration statement of which this prospectus is a part by the same number of
days that we suspend the effectiveness of the shelf registration statement or,
if the shelf registration statement has not been declared effective by the SEC
on or before the funding date, by the number of days from the funding date until
the shelf registration statement is declared effective.
5
Subject to our right to suspend offers and sales, if the shelf registration
statement has not been declared effective by the SEC on or prior to the 91st day
after the funding date, then, commencing on the funding date, we must pay
penalty interest calculated daily at a rate per annum equal to:
- during the first 91 days after the funding date, 5% on an amount equal to
five million shares multiplied by the closing price of our common stock
on each day;
- from day 92 through day 182 after the funding date, 10% on an amount
equal to 15 million shares multiplied by the closing price of our common
stock on each day;
- from day 183 through day 273 after the funding date, 20% on an amount
equal to the closing price of our common stock on each day multiplied by
the sum of:
-- 15 million shares, and
-- the Penalty Average Weekly Trading Volume, as defined below, applicable
to days 183 through 273 after the funding date; and
- from day 274 through day 365 after the funding date, 25% on an amount
equal to the closing price of our common stock on each day multiplied by
the sum of:
-- 15 million shares,
-- the Penalty Average Weekly Trading Volume applicable to days 183
through 273 after the funding date, and
-- the Penalty Average Weekly Trading Volume applicable to days 274
through 365 after the funding date.
We must pay any amounts of penalty interest due within five business days of the
91st, 182nd, 273rd and 365th day following the funding date. Penalty interest
shall cease to accrue upon the earliest to occur of:
- the first anniversary after Asbestos PI Trust receives our common stock;
- the effectiveness of the shelf registration statement; and
- such time as there are no registrable securities outstanding.
Penalty Average Weekly Trading Volume, as used above, means the highest
average weekly trading volume of our common stock for any four-week period in
the applicable period.
A holder who elects to sell any registrable securities pursuant to the
shelf registration statement of which this prospectus is a part:
- will be required to be named as a selling stockholder to the extent
required by applicable SEC rules and regulations;
- will be required to deliver a prospectus to purchasers;
- may be subject to the civil liability provisions under the Securities Act
in connection with any sales; and
- will be bound by the provisions of the stockholder agreement that are
applicable.
To be named as a selling stockholder in the shelf registration statement, a
holder must complete and deliver a questionnaire, the form of which may be
obtained from Halliburton upon request. If we receive from a holder of
registrable securities a completed questionnaire, together with such other
information as may be reasonably requested by us, we will file a supplement to
this prospectus or an amendment to the shelf registration statement naming the
holder as a selling stockholder. Any holder that does not complete and deliver a
questionnaire or provide such other information will not be named as a selling
stockholder in this prospectus and therefore will not be permitted to sell any
registrable securities under the shelf registration statement.
6
DEMAND REGISTRATION RIGHTS
After the first year following the funding date, Asbestos PI Trust has the
right to request that we file up to two registration statements per year so that
it may publicly sell its shares of our common stock, but we are not obligated to
effect a registration statement within 180 days after the effective date of a
previous registration statement. Asbestos PI Trust's demand-registration rights
are subject to a requirement that it register (a) at least five million shares
or (b) shares with a market value of at least $100 million. Asbestos PI Trust
has the right to request registration of no more than 25 million shares in any
one demand registration. Under certain circumstances, the underwriters of any
underwritten offering will have the right to limit the number of shares,
including Asbestos PI Trust's shares, that may be included in the offering to be
made pursuant to the filed registration statement. Asbestos PI Trust's
demand-registration rights will terminate on the date that Asbestos PI Trust and
its affiliates own less than five million shares of our common stock.
PIGGYBACK REGISTRATION RIGHTS
If we register any common stock for public sale and Asbestos PI Trust and
its affiliates own at least one million shares, Asbestos PI Trust has the right
to include its shares of our common stock in that registration statement. Under
certain circumstances, the underwriters of any underwritten offering will have
the right to limit the number of shares, including Asbestos PI Trust's shares,
that may be included in the offering to be made pursuant to the filed
registration statement.
EXPENSES OF REGISTRATION
We will pay all costs, fees and expenses incurred by us incident to any
shelf, demand, or piggyback registration. However, we will not pay any
underwriting discounts or commissions, which discounts and commissions shall be
deducted from any proceeds distributable to Asbestos PI Trust. We also will not
pay fees and expenses of separate counsel or other experts or advisors for
Asbestos PI Trust.
RESTRICTIONS ON SALES DURING REGISTERED OFFERINGS
So long as Asbestos PI Trust holds at least one million shares of our
common stock, it will not effect any sale of our common stock before or after
the effective date of a registration statement we file with the SEC for an
underwritten offering of equity securities if the managing underwriter of the
offering so requests; provided that the restrictions:
- will be no greater than those on sales of our common stock, if any, that
the underwriters impose on our executives and directors, and any other
significant stockholder of ours who has purchased securities directly
from us;
- will expire within 90 days after the effective date of the registration
statement filed by us; and
- will not restrict Asbestos PI Trust from exercising its piggyback
registration rights.
In addition, during the pendency of a demand registration, Asbestos PI
Trust will be prohibited from selling shares outside of the demand-registration
process.
TRANSFERABILITY OF REGISTRATION RIGHTS
Asbestos PI Trust may transfer its registration rights, subject to
specified conditions, to any transferee in a privately negotiated transaction or
a bona fide pledge of at least five million shares if the transferee agrees to
assume all of the responsibilities of Asbestos PI Trust in a written agreement
reasonably satisfactory to us. Asbestos PI Trust will retain any registration
rights with respect to our common stock that it continues to own.
7
RESTRICTIONS ON SALE AND THE MANNER OF SALE
Under the stockholder agreement, Asbestos PI Trust may transfer its shares
of our common stock as follows:
- during the first year following the funding date, pursuant to the
registration statement of which this prospectus is a part and subject to
the volume limitations described above;
- at any time after the first year following the funding date and so long
as Asbestos PI Trust owns at least five million shares, pursuant to a
demand registration and subject to the 25-million-share maximum described
above;
- so long as Asbestos PI Trust owns at least one million shares, pursuant
to exercise of its piggyback-registration rights;
- in privately negotiated transactions with the following limitations
(subject to the possible higher volume limitations described above under
"-- Registration Rights -- Shelf Registration Rights" in connection with
hedging and other monetization transactions):
-- combined with any shares sold under the shelf registration statement of
which this prospectus is a part, Asbestos PI Trust may sell up to five
million shares of our common stock in the first three-month period
following the funding date,
-- combined with any shares sold under the shelf registration statement of
which this prospectus is a part, Asbestos PI Trust may sell up to 10
million shares of our common stock in the second three-month period
following the funding date,
-- for the eighteen-month period following the first six months after the
date on which Asbestos PI Trust receives our common stock, the number
of shares Asbestos PI Trust may sell in any three-month period in
privately negotiated transactions, combined with any shares sold under
the shelf registration statement of which this prospectus is a part, is
limited to the greater of
-- 1% of our outstanding common stock or
-- the average weekly reported trading volume of our common stock on all
national securities exchanges and/or reported through the automated
quotation system of a registered securities association during the
four calendar weeks preceding the date of receipt of the order to
execute the transaction by the broker or the date of execution of the
transaction directly with a market maker,
-- in no case may Asbestos PI Trust sell shares in privately negotiated
transactions to any person who Asbestos PI Trust knows, after
reasonable inquiry, will be required to file a Schedule 13D with the
SEC after giving effect to the transaction and
-- during the twelve-month period following the funding date, other than
2.5 million shares during the first 30 days, Asbestos PI Trust may not
sell shares of our common stock while we have suspended, in accordance
with the stockholder agreement, offers and sales of shares of our
common stock pursuant to the shelf registration statement of which this
prospectus is a part;
- one year after the funding date, in accordance with Rule 144 of the
Securities Act of 1933; or
- as a bona fide pledge to secure a loan.
8
DESCRIPTION OF CAPITAL STOCK
The following description of our common stock, preferred stock, certificate
of incorporation, by-laws and stockholder rights plan is a summary only and is
subject to the complete text of our certificate of incorporation and by-laws and
the rights agreement we have entered into with Mellon Investor Services LLC, as
Rights Agent, which we have previously filed with the SEC. You should read our
certificate of incorporation, by-laws and rights agreement as currently in
effect for more details regarding the provisions we describe below and for other
provisions that may be important to you. You may request copies of these
documents by writing or telephoning us at our address and telephone number shown
under the caption "Where You Can Find More Information." This section also
summarizes relevant provisions of the Delaware General Corporation Law. The
terms of the Delaware General Corporation Law are more detailed than the general
information provided below. Therefore, you should carefully consider the actual
provisions of these laws.
Our authorized capital stock currently consists of 1,000,000,000 shares of
common stock, par value $2.50 per share, and 5,000,000 shares of preferred
stock, without par value. As of November 16, 2004, there were 442,167,852 shares
of common stock issued and outstanding (which does not include the 59,500,000
shares that may be resold pursuant to this prospectus) and approximately 22,880
shareholders of record of our common stock. No shares of preferred stock are
outstanding.
COMMON STOCK
The holders of our common stock are entitled to one vote per share on all
matters to be voted on by stockholders generally, including the election of
directors. There are no cumulative voting rights, meaning that the holders of a
majority of the shares voting for the election of directors can elect all of the
candidates standing for election.
Our common stock carries no preemptive or other subscription rights to
purchase shares of our stock and is not convertible, redeemable or assessable or
entitled to the benefits of any sinking fund. Holders of our common stock will
be entitled to receive such dividends as may from time to time be declared by
our board of directors out of funds legally available for the payment of
dividends. If we issue preferred stock in the future, payment of dividends to
holders of our common stock may be subject to the rights of holders of our
preferred stock with respect to payment of preferential dividends, if any.
If we are liquidated, dissolved or wound up, the holders of our common
stock will share pro rata in our assets after satisfaction of all of our
liabilities and the prior rights of any outstanding class of our preferred
stock.
Our common stock is listed on the New York Stock Exchange under the symbol
"HAL."
PREFERRED STOCK
Our board of directors has the authority, without stockholder approval, to
issue shares of preferred stock in one or more series and to fix the number of
shares and terms of each series. The board may determine the designation and
other terms of each series, including, among others:
- dividend rights;
- voting powers;
- preemptive rights;
- conversion rights;
- redemption rights, including pursuant to a sinking fund;
- our purchase obligations, including pursuant to a sinking fund; and
- liquidation preferences.
9
The issuance of preferred stock, while providing desired flexibility in
connection with possible acquisitions and other corporate purposes, could
adversely affect the voting power of holders of our common stock. It also could
affect the likelihood that holders of our common stock will receive dividend
payments and payments upon liquidation.
For purposes of the rights plan described below, our board of directors has
designated 5,000,000 shares of preferred stock to constitute the Series A Junior
Participating Preferred Stock. For a description of the rights plan, please read
"-- Stockholder Rights Plan."
AUTHORIZED BUT UNISSUED STOCK
We have 1,000,000,000 authorized shares of common stock and 5,000,000
authorized shares of preferred stock of which 442,167,852 shares of common stock
(which does not include the 59,500,000 shares that may be resold pursuant to
this prospectus) were outstanding as of November 16, 2004. One of the
consequences of our authorized but unissued common stock and preferred stock may
be to enable our board of directors to make more difficult or to discourage an
attempt to obtain control of us. If, in the exercise of its fiduciary
obligations, our board of directors determined that a takeover proposal was not
in our best interest, the board could authorize the issuance of those shares
without stockholder approval. The shares could be issued in one or more
transactions that might prevent or make the completion of the change of control
transaction more difficult or costly by:
- diluting the voting or other rights of the proposed acquiror or insurgent
stockholder group;
- creating a substantial voting block in institutional or other hands that
might undertake to support the position of the incumbent board; or
- effecting an acquisition that might complicate or preclude the takeover.
STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS OF STOCKHOLDERS
Our certificate of incorporation does not prohibit action by written
consent of stockholders in lieu of a meeting. Special meetings of stockholders
may be called only by the board of directors, the chairman of the board, the
chief executive officer, the president (if a director) or by stockholders owning
a majority of our issued and outstanding stock with voting privileges.
AMENDMENT OF THE BY-LAWS
Under Delaware law, the power to adopt, amend or repeal by-laws is
conferred upon the stockholders entitled to vote. A corporation may, however, in
its certificate of incorporation also confer upon the board of directors the
power to adopt, amend or repeal its by-laws. Our certificate of incorporation
and by-laws grant our board of directors the power to alter and repeal our
by-laws at any regular or special meeting of the board on the affirmative vote
of a majority of the directors then in office. Our stockholders may also alter
or repeal our by-laws by the affirmative vote of a majority of the stockholders
entitled to vote.
REMOVAL OF DIRECTORS
Directors may be removed with or without cause by a vote of a majority of
the voting power of our outstanding voting stock. A vacancy on our board of
directors may be filled by a vote of a majority of the directors in office even
if less than a quorum, and a director elected to fill a vacancy serves until the
next annual meeting of stockholders or his earlier death, resignation or
removal.
ADVANCE NOTICE PROCEDURE FOR DIRECTOR NOMINATIONS AND STOCKHOLDER PROPOSALS
Our by-laws provide the manner in which stockholders may give notice of
business to be brought before an annual meeting. In order for an item to be
properly brought before the meeting by a stockholder, the stockholder must be a
holder of record at the time of the giving of notice and must be entitled to
vote at the annual meeting. The item to be brought before the meeting must be a
proper subject for
10
stockholder action, and the stockholder must have given timely advance written
notice of the item. For notice to be timely, it must be delivered to, or mailed
and received at, our principal executive office not less than 90 days prior to
the first anniversary date of the immediately preceding annual meeting date.
The notice must set forth, as to each item to be brought before the annual
meeting, a description of the proposal and the reasons for conducting such
business at the annual meeting, the name and address, as they appear on our
books, of the stockholder proposing the item, the number of shares of each class
or series of capital stock beneficially owned by the stockholder as of the date
of the notice, a representation that the stockholder or a qualified
representative of the stockholder intends to appear in person at the meeting to
bring the proposed business before the annual meeting, and any material interest
of the stockholder in the proposal.
These procedures may limit the ability of stockholders to bring business
before a stockholders meeting, including the nomination of directors and the
consideration of any transaction that could result in a change in control and
that may result in a premium to our stockholders.
STOCKHOLDER RIGHTS PLAN
GENERAL
On December 11, 1996, our board of directors issued a dividend of one
preferred share purchase right (a "Right") for each outstanding share of our
common stock held of record on that date and approved the further issuance of
Rights with respect to all shares of our common stock that are subsequently
issued. The Rights were issued subject to a Rights Agreement dated as of
December 1, 1996 between us and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent. Each Right now entitles the registered holder to purchase from us
one two-hundredth of a share of Series A Junior Participating Preferred Stock,
without par value ("Preferred Stock"), at a price of $75.00 in cash (the
"Purchase Price"), subject to adjustment. Until the occurrence of certain events
described below, the Rights are not exercisable, will be evidenced by the
certificates for our common stock and will not be transferable apart from our
common stock.
DETACHMENT OF RIGHTS; EXERCISE
The Rights are currently attached to all certificates representing
outstanding shares of our common stock and no separate Right certificates have
been distributed. The Rights will separate from our common stock and a
distribution date ("Distribution Date") will occur upon the earlier of (1) 10
business days following the public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of our outstanding Voting Shares (as defined in our
Rights Agreement) or (2) 10 business days following the commencement or
announcement of an intention to commence a tender offer or exchange offer, the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of such outstanding Voting Shares.
The Rights are not exercisable until the Distribution Date. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights will be mailed to holders of record of our common stock as of the
close of business on the Distribution Date and such separate certificates alone
will thereafter evidence the Rights.
If a person or group were to acquire 15% or more of our Voting Shares, each
Right then outstanding (other than Rights beneficially owned by the Acquiring
Person which would become null and void) would become a right to buy that number
of shares of our common stock (or, under certain circumstances, the equivalent
number of one two-hundredth of a share of Preferred Stock) that at the time of
such acquisition would have a market value of two times the Purchase Price of
the Right.
If we were acquired in a merger or other business combination transaction
or more than 50% of our consolidated assets or earning power were sold, proper
provision would be made so that each holder of a Right would thereafter have the
right to receive, upon the exercise thereof at the then current Purchase
11
Price of the Right, that number of shares of common stock of the acquiring
company which at the time of such transaction would have a market value of two
times the Purchase Price of the Right.
ANTIDILUTION AND OTHER ADJUSTMENTS
The number of shares (or fractions thereof) of Preferred Stock or other
securities or property issuable upon exercise of the Rights, and the Purchase
Price payable, are subject to customary adjustments from time to time to prevent
dilution. The number of outstanding Rights and the number of shares (or
fractions thereof) of Preferred Stock issuable upon exercise of each Right are
also subject to adjustment in the event of a stock dividend on our common stock
payable in our common stock or any subdivision or combination of our common
stock occurring, in any such case, prior to the Distribution Date.
EXCHANGE OPTION
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of our outstanding
Voting Shares and before the acquisition by a person or group of 50% or more of
our outstanding Voting Shares, our board of directors may, at its option, issue
our common stock in mandatory redemption of, and in exchange for, all or part of
the then outstanding and exercisable Rights (other than Rights owned by such
person or group which would become null and void) at an exchange ratio of one
share of our common stock (or one two-hundredth of a share of Preferred Stock)
for each two shares of our common stock for which each Right is then
exercisable, subject to appropriate adjustment.
REDEMPTION OF RIGHTS
At any time prior to the first public announcement that a person or group
has become the beneficial owner of 15% or more of our outstanding Voting Shares,
our board of directors may redeem all but not less than all the then outstanding
rights at a price of $.01 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as our board of directors in its sole discretion may establish.
Immediately upon the action of the board of directors ordering redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
EXPIRATION; AMENDMENT OF RIGHTS
The Rights will expire on December 15, 2005, unless earlier extended,
redeemed or exchanged. The terms of the Rights may be amended by our board of
directors without the consent of the holders of the Rights, including an
amendment to extend the expiration date of the Rights, and, provided a
Distribution Date has not occurred, to extend the period during which the Rights
may be redeemed, except that after the first public announcement that a person
or group has become or intends to become the beneficial owner of 15% or more of
the outstanding Voting Shares, no such amendment may materially and adversely
affect the interests of holders of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire us without
the approval of our board of directors. The Rights should not, however,
interfere with any merger or other business combination that is approved by our
board of directors.
LIMITATION OF LIABILITY OF OFFICERS AND DIRECTORS
Our directors will not be personally liable to us or our stockholders for
monetary damages for breach of fiduciary duty as a director, except, if required
by Delaware law, for liability:
- for any breach of the duty of loyalty to us or our stockholders;
- for acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law;
12
- for unlawful payment of a dividend or unlawful stock purchases or
redemptions; and
- for any transaction from which the director derived an improper personal
benefit.
As a result, neither we nor our stockholders have the right, through
stockholders' derivative suits on our behalf, to recover monetary damages
against a director for breach of fiduciary duty as a director, including
breaches resulting from grossly negligent behavior, except in the situations
described above.
DELAWARE ANTI-TAKEOVER LAW
We are a Delaware corporation and are subject to Section 203 of the
Delaware General Corporation Law, which regulates corporate acquisitions.
Section 203 prevents an "interested stockholder," which is defined generally as
a person owning 15% or more of a corporation's voting stock, or any affiliate or
associate of that person, from engaging in a broad range of "business
combinations" with the corporation for three years after becoming an interested
stockholder unless:
- the board of directors of the corporation had previously approved either
the business combination or the transaction that resulted in the
stockholder's becoming an interested stockholder;
- upon completion of the transaction that resulted in the stockholder's
becoming an interested stockholder, that person owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced, excluding shares owned by persons who are directors and also
officers and shares owned in employee stock plans in which participants
do not have the right to determine confidentially whether shares held
subject to the plan will be tendered; or
- following the transaction in which that person became an interested
stockholder, the business combination is approved by the board of
directors of the corporation and holders of at least two-thirds of the
outstanding voting stock not owned by the interested stockholder.
Under Section 203, the restrictions described above also do not apply to
specific business combinations proposed by an interested stockholder following
the announcement or notification of designated extraordinary transactions
involving the corporation and a person who had not been an interested
stockholder during the previous three years or who became an interested
stockholder with the approval of a majority of the corporation's directors, if
such extraordinary transaction is approved or not opposed by a majority of the
directors who were directors prior to any person becoming an interested
stockholder during the previous three years or were recommended for election or
elected to succeed such directors by a majority of such directors.
Section 203 may make it more difficult for a person who would be an
interested stockholder to effect various business combinations with a
corporation for a three-year period.
13
PLAN OF DISTRIBUTION
We are registering the shares of common stock on behalf of the selling
stockholder pursuant to the terms of a stockholder agreement. See "Stockholder
Agreement."
The selling stockholder, including some of its transferees who may later
hold its interest in the shares of our common stock covered by this prospectus
and who are otherwise entitled to resell their shares using this prospectus, may
sell the shares of common stock covered by this prospectus from time to time in
any legal manner selected by the selling stockholder, including directly to
purchasers or through underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholder or the purchasers. These discounts, concessions or
commissions as to any particular underwriter, broker-dealer or agent may be in
excess of those customary in the types of transactions involved. The selling
stockholder will act independently of us in making decisions with respect to the
pricing, timing, manner and size of each sale of the common stock covered by
this prospectus.
The selling stockholder has advised us that the shares may be sold in one
or more transactions at fixed prices, at prevailing market prices at the time of
sale, at prices related to the prevailing market prices, at varying prices
determined at the time of sale and/or at negotiated prices. These sales may be
effected at various times in one or more transactions, which may include:
- ordinary brokers' transactions;
- transactions involving cross or block trades or otherwise on the New York
Stock Exchange;
- transactions in the over-the-counter market;
- transactions otherwise than on the New York Stock Exchange or in the
over-the-counter market;
- transactions in which brokers, dealers or underwriters purchase the
shares for resale;
- transactions "at the market" to or through market makers of our common
stock or into an existing market for our common stock, and in other ways
not involving market makers or established trading markets, including
direct sales of the shares to purchasers or sales through agents; or
- privately negotiated transactions.
In addition, the selling stockholder may also enter into hedging and/or
other monetization transactions. For example, the selling stockholder may:
- enter into transactions with a broker-dealer or affiliate of a
broker-dealer or other third party in connection with which that other
party will become a selling stockholder and engage in short sales of our
common stock under this prospectus, in which case the other party may use
shares of our common stock received from the selling stockholder to close
out any short positions;
- itself sell short our common stock under this prospectus and use shares
of our common stock held by it to close out any short positions;
- enter into options, forwards or other transactions that require the
selling stockholder to deliver, in a transaction exempt from registration
under the Securities Act, our common stock to a broker-dealer or an
affiliate of a broker-dealer or other third party who may then become a
selling stockholder and publicly resell or otherwise transfer our common
stock under this prospectus; or
- loan or pledge our common stock to a broker-dealer or affiliate of a
broker-dealer or other third party who may then become a selling
stockholder and sell the loaned shares or, in an event of default in the
case of a pledge, become a selling stockholder and sell the pledged
shares, under this prospectus.
To our knowledge, there are currently no plans, arrangements or
understandings between the selling stockholder and any broker-dealer or agent
regarding the sale of common stock by the selling stockholder. To the extent
required, the shares to be sold, the name of the selling stockholder, the
respective purchase
14
prices and public offering prices, the names of any agent, dealer or
underwriter, and any applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying prospectus supplement
filed with the SEC under Rule 424(b) under the Securities Act or, if
appropriate, a post-effective amendment to the shelf registration statement of
which this prospectus is a part. The selling stockholder may sell any or all of
the shares of our common stock offered by it pursuant to this prospectus. In
addition, there can be no assurance that the selling stockholder will not
transfer, devise or gift the shares of common stock by other means not described
in this prospectus.
There can be no assurance that the selling stockholder will sell any or all
of the shares of common stock pursuant to this prospectus. In addition, any
common stock covered by this prospectus that qualifies for sale pursuant to an
exemption from the registration requirements of the Securities Act may be sold
pursuant to that exemption (subject to the terms of the stockholder agreement)
rather than under this prospectus. The common stock may be sold in some states
only through registered or licensed brokers or dealers. In addition, in some
states the common stock may not be sold unless they have been registered or
qualified for sale or an exemption from registration or qualification is
available and complied with.
The aggregate proceeds to the selling stockholder from the sale of the
shares offered by it will be the purchase price of the shares less discounts and
commissions, if any. If the shares of common stock are sold through underwriters
or broker-dealers, the selling stockholder will be responsible for underwriting
discounts and commissions and/or agent's commissions. We will not receive any of
the proceeds from the sale of the shares of common stock covered by this
prospectus.
The selling stockholder has acknowledged that it understands its
obligations to comply with the provisions of the Exchange Act and the rules and
regulations thereunder relating to stock manipulation, including without
limitation, Regulation M, which may limit the timing of purchases and sales of
any of the common stock by the selling stockholder and any other such person. In
addition, Regulation M may restrict the ability of any person engaged in the
distribution of the common stock to engage in market making activities with
respect to the particular common stock being distributed. This may affect the
marketability of the common stock and the ability of any person or entity to
engage in market-making activities with respect to the common stock.
The selling stockholder and any broker-dealers who act in connection with
the sale of common stock hereunder may be deemed to be "underwriters" as that
term is defined in the Securities Act, and any commissions received by them and
any profit on the resale of the common stock as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. If the selling
stockholder is deemed to be an "underwriter" within the meaning of the
Securities Act, it will be subject to the prospectus delivery requirements of
the Securities Act.
Subject to certain limitations, we have agreed to indemnify the selling
stockholder and each underwriter and their respective trustees, directors,
officers and employees and constituent agents, partners and members, and each
other person who controls the selling stockholder or the underwriter against
certain liabilities, including specified liabilities under the Securities Act,
or to contribute with respect to payments which the selling stockholder may be
required to make in respect of such liabilities. Subject to certain limitations,
the selling stockholder has agreed to indemnify us for liabilities arising under
the Securities Act with respect to written information furnished to us by it or
to contribute with respect to payments in connection with such liabilities.
We have agreed to pay all of the costs, fees and expenses incurred by us
incident to our registration of the resale of the selling stockholder's common
stock. We will not pay any legal fees or other expenses of the selling
stockholder or any commissions, fees and discounts of underwriters, brokers,
dealers and agents.
15
Under the stockholder agreement with the selling stockholder, we will use
our reasonable best efforts to keep the shelf registration statement of which
this prospectus is a part continuously effective, subject to customary
suspension periods, until the earlier of:
- the first anniversary of the later of the funding date or the date the
shelf registration statement becomes effective and
- such time as there are no longer any shares of our common stock subject
to the stockholder agreement.
Our obligation to keep the shelf registration statement to which this
prospectus relates effective is subject to specified, permitted exceptions. In
these cases, we may suspend offers and sales of the shares of common stock
pursuant to the shelf registration statement to which this prospectus relates.
However, we are obligated to extend the effective period of the shelf
registration statement of which this prospectus is a part by the same number of
days that we suspend offers and sales of the shares of common stock.
LEGAL MATTERS
Baker Botts L.L.P., Houston, Texas, our outside counsel, has issued an
opinion about the validity of the common stock being registered pursuant to the
shelf registration statement of which this prospectus is a part.
EXPERTS
The consolidated financial statements of Halliburton Company as of December
31, 2003 and 2002 and for the years then ended, have been incorporated by
reference in this prospectus in reliance on the reports of KPMG LLP, independent
registered public accounting firm, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
KPMG's report dated February 18, 2004 refers to a change in the composition
of Halliburton's reportable segments in 2003. The amounts in the 2002 and 2001
consolidated financial statements related to reportable segments have been
restated to conform to the 2003 composition of reportable segments.
CHANGE IN INDEPENDENT AUDITORS
The consolidated financial statements of Halliburton for December 31, 2001
incorporated by reference in this prospectus were audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto.
On April 17, 2002, we dismissed Arthur Andersen LLP as our independent
auditors and engaged KPMG LLP to serve as our independent auditors for the year
ended December 31, 2002. The Arthur Andersen dismissal and the KPMG LLP
engagement were approved by our Board of Directors upon the recommendation of
our audit committee.
Arthur Andersen's reports on our consolidated financial statements for the
year ended December 31, 2001 did not contain an adverse opinion or disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principles.
During the fiscal year ended December 31, 2001 and through April 17, 2002,
there were no disagreements with Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which if not resolved to Arthur Andersen's satisfaction would have
caused Arthur Andersen to make a reference to the subject matter in connection
with Arthur Andersen's report.
Arthur Andersen ceased to practice before the SEC effective August 31,
2002. Because of Arthur Andersen's current financial position, you may not be
able to recover against Arthur Andersen for any claims you may have under
securities or other laws as a result of Arthur Andersen's activities during the
period in which it acted as our independent public accountants.
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HALLIBURTON COMPANY
(HALLIBURTON LOGO)
-------------------------
PROSPECTUS
-------------------------
, 2004
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by
Halliburton Company, a Delaware corporation ("Halliburton"), in connection with
the offering described in this Registration Statement. The selling stockholder
will not pay any of the following expenses:
SEC registration fee........................................ $280,853
NYSE listing fee............................................ 113,050
Printing expenses........................................... 50,000
Accounting fees and expenses................................ 50,000
Legal fees and expenses..................................... 100,000
Miscellaneous............................................... 3,000
--------
Total..................................................... $596,903
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware or
DGCL, provides that a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees, and agents.
Indemnification is allowed in connection with threatened, pending, or completed
actions, suits, or proceedings, whether civil, criminal, administrative, or
investigative, other than an action by or in right of the corporation, brought
against them by reason of the fact that they were or are directors, officers,
employees, or agents, for:
- expenses, judgments, and fines; and
- amounts paid in settlement actually and reasonably incurred in any
action, suit, or proceeding.
Article X of Halliburton's restated certificate of incorporation together
with Section 47 of its by-laws provide for mandatory indemnification of each
person who is or was made a party to any actual or threatened civil, criminal,
administrative, or investigative action, suit, or proceeding because:
- the person is or was an officer or director of the registrant; or
- is a person who is or was serving at the request of Halliburton as a
director, officer, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise,
to the fullest extent permitted by the DGCL as it existed at the time the
indemnification provisions of Halliburton's restated certificate of
incorporation and the by-laws were adopted or as each may be amended. Section 47
of Halliburton's by-laws and Article X of its restated certificate of
incorporation expressly provide that they are not the exclusive methods of
indemnification.
Section 145 of the DGCL provides that a Delaware corporation has the power
to purchase and maintain insurance on behalf of its directors, officers,
employees or agents against liabilities asserted against such person in his or
her capacity or arising out of his or her status as a director, officer,
employee or agent of the company. A Delaware corporation has this power whether
or not the corporation has the power to indemnify such person against the
liability under Section 145 of the DGCL.
Section 47 of the by-laws provides that Halliburton may maintain insurance,
at its own expense, to protect itself and any director or officer of Halliburton
or of another entity against any expense, liability, or loss. This insurance
coverage may be maintained regardless of whether Halliburton would have the
power to indemnify the person against the expense, liability, or loss under the
DGCL.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for
II-1
monetary damages for breach of fiduciary duty as a director. However, that
provision shall not eliminate or limit the liability of a director:
- for any breach of the director's duty of loyalty to the corporation or
its stockholders;
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- under Section 174 of the DGCL, relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock; or
- for any transaction from which the director derived an improper personal
benefit.
Article XV of Halliburton's restated certificate of incorporation contains this
type of provision.
The foregoing statements are subject to the detailed provisions of Sections
145 and 102 of the DGCL and Halliburton's certificate of incorporation and
by-laws.
ITEM 16. EXHIBITS.
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
4.1* Form of Stockholder Agreement among Halliburton and the
Managing Trustee of DII Industries LLC Asbestos PI Trust
(incorporated by reference to Exhibit 99 to Halliburton's
Current Report on Form 8-K filed on September 23, 2003, File
No. 1-3492).
5.1 Opinion of Baker Botts L.L.P.
23.1 Consent of KPMG LLP.
23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney.
---------------
* Incorporated by reference as indicated.
ITEM 17. UNDERTAKINGS.
(a) Reg. S-K, Item 512(a) Undertaking: The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) of the Securities Act of 1933 if,
in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
II-2
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Reg. S-K, Item 512(b) Undertaking: The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Reg. S-K, Item 512(h) Undertaking: Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(d) Reg. S-K, Item 512(i) Undertaking: The undersigned registrant hereby
undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on November 19, 2004.
HALLIBURTON COMPANY
By: /s/ DAVID J. LESAR
------------------------------------
David J. Lesar
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on November 19, 2004.
/s/ DAVID J. LESAR Chairman of the Board, President, Chief Executive
------------------------------------------------ Officer and Director (Principal Executive Officer)
David J. Lesar
/s/ C. CHRISTOPHER GAUT Executive Vice President and Chief Financial
------------------------------------------------ Officer (Principal Financial Officer)
C. Christopher Gaut
/s/ MARK A. MCCOLLUM Senior Vice President and Chief Accounting Officer
------------------------------------------------ (Principal Accounting Officer)
Mark A. McCollum
* Director
------------------------------------------------
Robert L. Crandall
* Director
------------------------------------------------
Kenneth T. Derr
* Director
------------------------------------------------
Charles J. DiBona
* Director
------------------------------------------------
W.R. Howell
* Director
------------------------------------------------
Ray L. Hunt
* Director
------------------------------------------------
Aylwin B. Lewis
* Director
------------------------------------------------
J. Landis Martin
* Director
------------------------------------------------
Jay A. Precourt
* Director
------------------------------------------------
Debra L. Reed
* Director
------------------------------------------------
C.J. Silas
*By: /s/ MARGARET E. CARRIERE
------------------------------------------
Margaret E. Carriere
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
4.1* Form of Stockholder Agreement among Halliburton and the
Managing Trustee of DII Industries LLC Asbestos PI Trust
(incorporated by reference to Exhibit 99 to Halliburton's
Current Report on Form 8-K filed on September 23, 2003, File
No. 1-3492).
5.1 Opinion of Baker Botts L.L.P.
23.1 Consent of KPMG LLP.
23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney.
---------------
* Incorporated by reference as indicated.