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) MAY 28, 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 6 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 May 28, 1997, registrant issued a press release entitled Halliburton to Acquire Kinhill Holdings pertaining, among other things, to an announcement that registrant's Brown & Root Pty Ltd business unit has offered to purchase for cash all of the outstanding shares of Kinhill Holdings Limited, an Australian public company. The offered cash purchase price is AUD 1.64 per share (about $1.25 U.S.). The consideration, including the purchase of outstanding options and convertible notes, will total about $34 million U.S. The offer will be made by Brown & Root to Kinhill shareholders within the next few days and the shareholders will have 30 days to accept. Brown & Root has already acquired control of 19.99 percent of the issued shares of Kinhill as well as some convertible notes and an existing option to subscribe to 1,375,000 shares. 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 May 28, 1997. Page 2 of 6 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: May 28, 1997 By: /s/ Susan S. Keith ----------------------------- Susan S. Keith Vice President, Secretary and Corporate Counsel Page 3 of 6 Pages The Exhibit Index Appears on Page 4 EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page 20 Press Release of May 28, 1997 5 of 6 Incorporated by Reference Page 4 of 6 Pages The Exhibit Index Appears on Page 4