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) MARCH 3, 1997 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 3600 Lincoln Plaza 500 North Akard Street Dallas, Texas 75201-3391 (Address of principal executive offices) Registrant's telephone number, including area code - 214/978-2600 Page 1 of 5 Pages The Exhibit Index Appears on Page 4 INFORMATION TO BE INCLUDED IN REPORT Item 5. Other Events The registrant may, at its option, report under this item any events, with respect to which information is not otherwise called for by this form, that the registrant deems of importance to security holders. On March 3, 1997, a press release was issued from the United Kingdom by Barings Brothers International Limited entitled Halliburton Company Recommended Cash Offer for OGC International PLC ("OGC") pertaining, among other things, to an announcement that registrant's wholly-owned subsidiary, Halliburton Holdings Limited, announced that its recommended cash offer to acquire the whole of the existing issued share capital of OGC is unconditional as to acceptances and will remain open until further notice. The press release also announced that, as of February 28, 1997, valid acceptances of the offer had been received in respect of approximately 93.3 percent of the outstanding share capital. The foregoing summary is subject to the full text of the press release with respect thereto, a copy of which is attached hereto as Exhibit 20, which exhibit is incorporated herein by reference. Item 7. Financial Statements and Exhibits List below the financial statements, pro forma financial information and exhibits, if any, filed as part of this report. (c) Exhibits. Exhibit 20 - Press release dated March 3, 1997. Page 2 of 5 Pages The Exhibit Index Appears on Page 4 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: March 3, 1997 By: /s/ Susan S. Keith ---------------------------------- Susan S. Keith Vice President, Secretary and Corporate Counsel Page 3 of 5 Pages The Exhibit Index Appears on Page 4 EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page 20 Press Release of March 3, 1997 5 of 5 Incorporated by Reference Page 4 of 5 Pages The Exhibit Index Appears on Page 4