Amendment to Registration of a Class of Securities — Form 8-A
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1: 8-A12B/A Amendment to Registration of a Class of Securities 4 20K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 43 187K
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8-A12B/A — Amendment to Registration of a Class of Securities
Document Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
HALLIBURTON COMPANY
(Exact name of registrant as specified in its charter)
Delaware No. 73-0271280
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b)of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g)of the Act:
None
Item 1. Description of Securities To Be Registered.
On May 20, 1986, the Board of Directors of Halliburton Company (the
"Company") declared a dividend of one preferred stock purchase right (a "Right")
on each outstanding share of common stock, par value $2.50 per share (the
"Common Shares"), of the Company payable to stockholders of record on June 2,
1986. The terms of the outstanding Rights were subsequently modified by the
Amended and Restated Rights Agreement (the "First Amended Agreement") and the
Second Amended and Restated Rights Agreement (the "Second Amended Agreement")
which were approved by resolutions of the Company's Board of Directors adopted
February 15, 1990 and December 7, 1995, respectively.
Pursuant to the Second Amended Agreement, each Right will entitle the
holder thereof from and after the Distribution Date (as hereinafter defined)
until December 15, 2005 (or, if earlier, until the redemption or exchange of the
Rights) to buy one one-hundredth of a share of the Company's Series A Junior
Participating Preferred Stock, without par value (the "Preferred Shares"), at an
exercise price of $150.00, subject to certain antidilution adjustments. The
Rights will not be exercisable, transferable or trade separately from the Common
Shares, until the tenth business day (the "Distribution Date") after (a) public
announcement that a person or group has acquired beneficial ownership of 15% or
more of the Company's Voting Shares (as such term is defined in the Second
Amended Agreement) or (b) a person or group has commenced or announced a tender
or exchange offer, the consummation of which would result in beneficial
ownership by a person or group of 15% or more of the Company's Voting Shares.
Prior to the Distribution Date, the Rights will be represented by the Common
Share certificates; separate certificates representing the Rights will be
mailed, however, to holders of the Common Shares as of the Distribution Date.
The Rights will not have any voting rights or be entitled to dividends.
If a person or group obtains beneficial ownership of 15% or more of the
Company's Voting Shares, then each Right (other than Rights owned by the
acquiring person and its affiliates and associates) will entitle the holder
thereof to purchase, for the exercise price, a number of the Company's Common
Shares having a then current market value of twice the exercise price. (The
Second Amended Agreement authorizes the Board of Directors of the Company, at
any time prior to the acquisition of beneficial ownership of 15% or more of the
Company's Voting Shares by a person or group, to reduce that percentage to the
greater of 10% or a percentage in excess of the largest known holding of Voting
Shares if its Board of Directors determines that a person whose interests are
adverse to the Company and its shareholders may seek to acquire control of the
Company.)
If, after any person or group obtains beneficial ownership of 15% or
more of the Company's Voting Shares, (a) the Company merges into another entity,
(b) an acquiring entity merges into the Company and Common Shares of the Company
are changed into or exchanged for other securities or assets, or (c) the Company
sells more than 50% of its assets or assets which produce more than 50% of the
Company's earning power or cash flow, then each Right will entitle the holder
thereof to purchase, for the exercise price, a number of shares of common stock
of the other entity engaging in such transaction having a current market value
of twice the exercise price.
The Rights are redeemable at the Company's option for $0.01 per Right
at any time prior to the Shares Acquisition Date (the date of public
announcement that a person or group has acquired beneficial ownership of 15% or
more of the Company's Voting Shares). Any such redemption may be effected at
such time, on such basis and with such conditions as the Company's Board of
Directors may determine.
At any time after the close of business on the Shares Acquisition Date
and prior to the acquisition by the acquiring person of 50% or more of the
outstanding Voting Shares, the Board of Directors of the Company may redeem the
Rights (other than Rights owned by the acquiring person and its affiliates and
associates), in whole or in part, by exchanging Common Shares for the Rights on
the basis of an exchange ratio of one Common Share for each two Common Shares
for which a Right is then exercisable (subject to adjustment).
As long as the Rights are attached to the Common Shares, the Company
will issue one Right with each Common Share issued by the Company upon original
issue or out of treasury in order that all such Common Shares will have attached
Rights.
The purchase price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (a) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (b) as a result of the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for the Preferred Shares, or (c) as a
result of the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends or dividends
payable in Preferred Shares) or of subscription rights or warrants (other than
those referred to above). With certain exceptions, no adjustment in the purchase
price will be required until cumulative adjustments require an adjustment of at
least 1% in such purchase price. The number of Rights and the number of
Preferred Shares purchasable upon exercise of each Right are also subject to
adjustment in the event of certain stock dividends on, or subdivisions,
combinations or reclassifications of, the Common Shares prior to the
Distribution Date.
The Rights will expire on the earlier to occur of (a) December 15,
2005, or (b) the exchange or redemption of the Rights. Chemical Mellon
Shareholder Services, L.L.C., as successor to the corporate trust business of
NCNB Texas National Bank, is the Rights Agent.
As of December 14, 1995, there were 114,426,820 Common Shares issued
and outstanding. A sufficient number of Preferred Shares has been reserved for
issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that acquires beneficial ownership of
15% or more of the Company's Voting Shares. The amendments to the Rights
reflected in the Second Amended Agreement were not adopted in response to any
takeover or change of control proposal regarding the Company. The Rights will
not interfere with a merger or other business combination approved by the Board
of Directors, prior to the time that a person or group has acquired beneficial
ownership of 15% or more of the Common Shares, since the Rights may be redeemed
by the Company prior to that time.
The Second Amended and Restated Rights Agreement dated as of December
15, 1995 between the Company and Chemical Mellon Shareholder Services, L.L.C.,
as Rights Agent, is filed as exhibit 2.1 hereto and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibit.
Item 2. Exhibits.
2.1 Second Amended and Restated Rights Agreement dated as of
December 15, 1995, between Halliburton Company and Chemical
Mellon Shareholder Services, L.L.C. as Rights Agent, which
includes the form of Right Certificate as Exhibit A. Pursuant
to the Second Amended and Restated Rights Agreement, Right
Certificates will not be distributed until as soon as
practicable after the Distribution Date (as therein defined).
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 2 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
HALLIBURTON COMPANY
(Registrant)
Date: January 16, 1996 By: /s/ Robert M. Kennedy
------------------------
Name: Robert M. Kennedy
Title: Vice President-Legal
Dates Referenced Herein and Documents Incorporated by Reference
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