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)
JUNE 10, 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
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
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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 June 10, 1997, registrant issued a press release entitled Halliburton to
Acquire NUMAR Corporation pertaining, among other things, to an announcement
that registrant and NUMAR have signed a definitive agreement providing for the
acquisition of NUMAR by registrant in a stock-for-stock transaction valued at
about $360 million, or approximately $39.62 per NUMAR share, based on
registrant's closing share price on June 9, 1997. Registrant will issue 0.4832
of a share of its common stock for each outstanding share of NUMAR common stock
(or 0.9664 of a share presuming the acquisition closes following registrant's
previously announced 2-for-1 common stock split). NUMAR options and warrants
will be converted into registrant's common stock based upon this exchange ratio.
The acquisition will result in the issuance of approximately 4.4 million shares
of registrant's common stock (approximately 8.8 million shares following the 2-
for-1 split. Approximately 130.9 million shares of registrant's common stock
will be outstanding following completion of the acquisition (261.8 million
shares following the stock split).
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
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List below the financial statements, pro forma financial information and
exhibits, if any, filed as part of this report.
(c) Exhibits.
Exhibit 2(a) - Agreement and Plan of Merger dated as of June 9, 1997
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among registrant, Halliburton M.S. Corp. and NUMAR Corporation.
Exhibit 2(b) - Stock Option Agreement dated as of June 9, 1997 between
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registrant and NUMAR Corporation.
Exhibit 2(c) - Form of Voting Agreement dated as of June 9, 1997, said
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form of Voting Agreement being substantially identical and signed by the
following individuals: Barry M. Davis, Davis Venture Partners, L.P., Seymor G.
Mandell, Melvin N. Miller, James H. Simons, Lord Jim Trust.
Exhibit 20 - Press release dated June 10, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HALLIBURTON COMPANY
Date: June 11, 1997 By: /s/ Lester L. Coleman
--------------------------
Lester L. Coleman
Executive Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
2(a) Agreement and Plan of 5 of 99
Merger
2(b) Stock Option Agreement 80 of 99
2(c) Form of Voting Agreement 93 of 99
20 Press Release of
June 10, 1997 96 of 99
Incorporated by Reference
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