UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 29, 2004
HALLIBURTON COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-3492 |
No. 75-2677995 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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1401 McKinney, Suite 2400, Houston, Texas |
77010 |
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(Address of Principal Executive Offices) |
(Zip Code) |
(713) 759-2600
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN REPORT
Item 8.01. Other Events.
Halliburton announced that on November 18, 2004 and November 29, 2004, the Honorable Judith K. Fitzgerald issued orders approving the final insurance settlement agreements between DII Industries, Kellogg Brown & Root and other affected Halliburton subsidiaries and all appealing insurance carriers.
These settlements, together with other previously announced insurance settlements, provide a global resolution to the debtors’ insurance disputes which will result in the receipt of over $1.5 billion in cash and permit the successful conclusion of the bankruptcy proceedings.
The settlement agreements were reached with, among others, over one hundred solvent and insolvent London-based insurance companies, over fifty domestic insurance companies and other companies with which DII Industries shares insurance coverage. Two of the settlement agreements involve matters relevant to Harbison-Walker Refractories Company and Federal-Mogul Products, Inc., both debtors in their own bankruptcy proceedings, and the Bankruptcy Courts in those proceedings also have entered orders approving these settlements.
The Bankruptcy Court’s approval orders are now final and the settling insurers are obligated immediately to dismiss their appeals to the Bankruptcy Court’s confirmation order and their motion to vacate the District Court’s affirmation order. The company anticipates concluding the bankruptcy by year-end, and funding of the trusts by the end of January 2005.
Item 7.01. Regulation FD Disclosure.
On November 29, 2004 registrant issued a press release entitled “Bankruptcy Court Approves Insurance Settlement Agreements, Clears Way For Final Asbestos Closure.”
The text of the press release is as follows:
HOUSTON, Texas - Halliburton (NYSE: HAL) announced today that on November 18, 2004 and November 29, 2004, the Honorable Judith K. Fitzgerald issued orders approving the final insurance settlement agreements between DII Industries, Kellogg Brown & Root and other affected Halliburton subsidiaries and all appealing insurance carriers.
These settlements, together with other previously announced insurance settlements, provide a global resolution to the debtors’ insurance disputes which will result in the receipt of over $1.5 billion in cash and permit the successful conclusion of the bankruptcy proceedings.
The settlement agreements were reached with, among others, over one hundred solvent and insolvent London-based insurance companies, over fifty domestic insurance companies and other companies with which DII Industries shares insurance coverage. Two of the settlement agreements involve matters relevant to Harbison-Walker Refractories Company and Federal-Mogul Products, Inc., both debtors in their own bankruptcy proceedings, and the Bankruptcy Courts in those proceedings also have entered orders approving these settlements.
"Halliburton's employees, customers and shareholders are celebrating this positive news. This is clearly one of the concluding steps toward permanently resolving our asbestos and silica liability that will provide payments to the impaired claimants," said Dave Lesar, chairman, president and chief executive officer of Halliburton. "As final settlement agreements have been reached, we are delighted to bring closure to this issue."
The Bankruptcy Court’s approval orders are now final and the settling insurers are obligated immediately to dismiss their appeals to the Bankruptcy Court’s confirmation order and their motion to vacate the District Court’s affirmation order. The company anticipates concluding the bankruptcy by year-end, and funding of the trusts by the end of January 2005.
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 of being unable to complete the proposed settlement of asbestos and silica liabilities, the risks that a completed settlement of asbestos and silica liabilities may not address all asbestos and silica exposure, the risks of having material subsidiaries in Chapter 11 proceedings, the risks of audits and investigations of the company by domestic and foreign government agencies and legislative bodies and potential adverse proceedings and findings by such agencies, 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/A for the year ended December 31, 2003 and Form 10-Q for the quarter ended September 30, 2004 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.
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HALLIBURTON COMPANY |
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Date: November 30, 2004 |
By: |
/s/ Margaret E. Carriere |
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Margaret E. Carriere |
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Vice President and Secretary |