Registration of Securities of a Successor Issuer — Form 8-B
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-B12B Form 8-B 9 45K
2: EX-1.1 Agreement and Plan of Reorganization 15 61K
3: EX-3.1 Certificate of Incorporation 20 56K
4: EX-3.2 By-Laws 19 48K
5: EX-4.1 First Supplement Indenture to Senior Indenture 4 20K
6: EX-4.2 1st and 2nd Supplemental Indenture to 2nd Snr Indn 24 99K
7: EX-4.3 First Supplemental Indenture to Subordinated Indnt 4 18K
8: EX-4.4 Rights Agreement 49 211K
9: EX-8.1 Vinson & Elkins Opinion 16 70K
10: EX-21 Subsidiaries 7 32K
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
HALLIBURTON HOLD CO.
FIRST: The name of this Corporation is HALLIBURTON HOLD CO.
SECOND: The location of its principal office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
the agent therein and in charge of thereof is THE CORPORATION TRUST COMPANY,
1209 Orange Street, Wilmington, Delaware.
THIRD: The nature of the business, or objects, or purposes to be
transacted, promoted or carried on are:
(a) To acquire, own and hold United States and Foreign Letters patent; and
Licenses thereunder, relating to the cementing and finishing of oil wells, gas
wells and water wells, including processes and machines for mixing cement and
other substances in an efficient manner and forcing same into such wells; and
measuring devices used in the process of cementing wells; and under such patents
and licenses and to conduct the business of cementing and finishing oil wells,
gas and water wells, and to purchase, own and use all necessary and convenient
tools, implements and appliances, including trucks, for the conduct of such
business; also such real and personal property as may be needful in its
operations. To transact any of its business in any part of the world.
(b) To manufacture, sell, lease, use or service any and all kinds of
supplies, tools, appliances, accessories, specialties, machinery and equipment
relating to or useful in connection with the cementing, testing, drilling,
completing, cleaning, repairing or operating oil wells, gas wells and water
wells.
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(c) To acquire, own and operate such machinery, apparatus, appliances and
equipment as may be necessary, proper or incidental to the cementing, testing,
completing, repairing, cleaning and operating of oil wells, gas wells and water
wells, or for any of the purposes for which this Corporation is organized.
(d) To apply for, purchase or in any manner to acquire, hold, use, sell,
assign, lease, grant licenses in respect of, mortgage, or otherwise dispose of
letters patent of the United States or any foreign country, patent rights,
licenses and privileges, inventions, improvements, and processes, copyrights,
trademarks, and trade names relating to or useful in connection with any
business of this Corporation, and to work, operate or develop the same, and to
carry on any business, manufacturing or otherwise, which may directly or
indirectly effectuate these objects or any of them.
(e) In general, upon approval of the Board of Directors of the
Corporation, to carry on any other business, including selling, leasing,
manufacturing and servicing, even though unrelated to the objects and purposes
enumerated in paragraphs (a), (b), (c) and (d) hereof, and to have and exercise
all the powers conferred by the laws of Delaware upon corporations, and to have
one or more offices out of the State of Delaware, and to hold, purchase,
mortgage and convey real and personal property out of the State of Delaware, and
to do any or all of the things hereinbefore set forth to the same extent as
natural persons might or could do.
(f) The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in no wise limited or restricted by
reference to, or inference from, the terms of any other clause in this
Certificate of Incorporation, but the objects and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent objects
and purposes.
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FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue shall be two hundred five million (205,000,000), consisting
of two hundred million (200,000,000) shares of Common Stock of the par value of
Two & 50/100 Dollars ($2.50) per share and five million (5,000,000) shares of
Preferred Stock without par value. The relative rights, preferences and
limitations of the shares of each class are as follows:
(A) PREFERRED STOCK
(1) Shares of the Preferred Stock may be issued in one or more series at
such time or times and for such consideration or considerations as the Board of
Directors may determine and authority is vested in the Board of Directors, by
resolution or resolutions from time to time to establish and designate series,
to issue shares of any such series and to fix the relative, participating,
optional, or other rights, powers, privileges, preferences, and the
qualifications, limitations or restrictions thereof, including, but not limited
to, the following:
(a) The distinctive designation and number of shares comprising any series,
which number may (except where otherwise provided by the Board of Directors in
creating such series) be increased or decreased (but not below the number of
shares thereof then outstanding) from time to time by like action of the Board
of Directors;
(b) The dividend rate or rates on the shares of any series and the
preference or preferences, if any, over any other series (or of any other series
over such series) with respect to dividends, the terms and conditions upon which
such dividends shall be payable, and whether and upon what conditions dividends
on the shares of any series shall be cumulative, and on such shares of any
series having cumulative dividend rights, the date or dates from which dividends
on the shares of such series shall be cumulative;
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(c) The terms, if any, upon which the shares of any series shall be
convertible into, or exchangeable for, shares of a different series of Preferred
Stock or for Common Stock including but not limited to the price or prices or
rate of exchange, and conditions of any adjustments thereof, which price or rate
may, but need not, vary according to the time or circumstances of the conversion
or exchange;
(d) Whether or not the shares of any series shall be subject to purchase
or redemption, the time or times when, and the price or prices at which such
shares shall be redeemable as well as the manner for selecting shares to be
redeemed, if less than all of a series is to be redeemed at any given time, and
other terms and conditions of such purchase or redemption;
(e) The obligation, if any, of the Corporation to purchase or redeem shares
of any series pursuant to a sinking or other fund and the price or prices which,
the period or periods within which and the terms and conditions upon which the
shares of the series shall be redeemed in whole or in part pursuant to such
fund;
(f) The rights to which the holders of shares of any series shall be
entitled upon liquidation, dissolution of, or winding up of the Corporation,
whether the same be a voluntary or involuntary liquidation, dissolution or
winding up of the Corporation.
(g) The voting powers, full or limited, if any, to which the shares of any
series shall be entitled in addition to those required by law, including without
limitation the vote or votes per share and the transaction of any business or of
any specified item of business in connection with which the shares of any series
shall vote as a class;
(h) Any other preferences, privileges and powers and relative,
participating, optional or other rights and qualifications, limitations or
restrictions thereof, of any series not inconsistent herewith or with applicable
law.
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(2) The shares of each series of Preferred Stock shall entitle the holders
thereof to receive, when, as and if declared by the Board of Directors out of
funds legally available for dividends, cash dividends at the rate, under the
conditions and for the periods fixed by resolution or resolutions of the Board
of Directors pursuant to authority granted in this Article for each series, and
no more, and so long as any Preferred Stock or any series thereof shall remain
outstanding, no dividends shall be declared or paid upon any shares of the
Common Stock, other than dividends payable in shares of any series or class
subordinate to the Preferred Stock, unless dividends on all outstanding
Preferred Stock of all series fixed by the Board of Directors in accordance with
and pursuant to the authority granted in this Article for each series shall be
paid or set apart for payment.
(3) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the holders of the Preferred Stock of each
series then outstanding shall be entitled to receive payment out of the net
assets of the Corporation whether from capital or surplus or both of the
liquidation price fixed for such series by the Board of Directors by resolution,
if any is so fixed, at the time and under the circumstances applicable before
any payment shall be made to the holders of shares of any series of lesser rank
to such series or to holders of shares of Common Stock of the Corporation. If
the stated amounts payable in such event on the Preferred Stock of all series
are not paid in full, the shares of all series of equal rank shall share ratably
in any distribution of assets in accordance with the sums which would be payable
on such distribution if all sums payable were discharged in full. Neither the
merger or the consolidation of the Corporation nor the voluntary sale or
conveyance of the Corporation property as an entirety or any part thereof shall
be deemed to be a liquidation, dissolution or winding up of the Corporation for
the purposes of this paragraph.
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(4) Except as is otherwise required by law or as otherwise provided in a
resolution or resolutions by the Board of Directors in accordance with the
provisions of this Article, the holders of any series of Preferred Stock shall
not be entitled to vote at any meeting of the stockholders for the election of
Directors or for any other purpose or otherwise to participate in any action
taken by the Corporation or the stockholders thereof, or to receive notice of
any meeting of stockholders. If the holders of any series of Preferred Stock
should become entitled to vote at any meeting of the stockholders for the
election of Directors, no such holder shall have the right of cumulative voting.
(5) Each share of a series of Preferred Stock shall be equal in every
respect to every other share of the same series.
(6) Shares of Preferred Stock which have been purchased or redeemed,
whether through the operation of a sinking fund or otherwise, or which, if
convertible or exchangeable, have been converted into or exchanged for shares of
stock of any other class or series shall have the status of authorized and
unissued shares of Preferred Stock of the same series and may be reissued as a
part of the series of which they were originally a part or may be reclassified
and reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors or as part of any other
series of Preferred Stock, unless otherwise provided with respect to any series
in the resolution or resolutions adopted by the Board of Directors providing for
the issuance of any series of Preferred Stock.
(B) COMMON STOCK
(1) Subject to the rights of the outstanding Preferred Stock with respect
to the payment of preferential dividends, if any, and after the Corporation
shall have complied with the requirements, if any, with respect to setting aside
sinking or analogous funds as to any series of
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Preferred Stock, holders of the Common Stock shall be entitled to receive such
dividends as may be declared from time to time by the Board of Directors out of
any funds of the Corporation legally available therefor.
(2) Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, and after the full amounts, if any, to which
the holders of outstanding Preferred Stock of each series are respectively
preferentially entitled have been distributed or set apart for distribution, all
the remaining assets of the Corporation available for distribution shall be
distributed pro rata to the holders of Common Stock.
(3) Except as may be otherwise required by law or provided by this
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect of each share of stock held by him on all matters voted upon by the
stockholders.
FIFTH: The name and mailing address of the Incorporator are as follows:
NAME MAILING ADDRESS
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Robert M. Kennedy Halliburton Company
3600 Lincoln Plaza
500 North Akard
Dallas, Texas 75201-3391
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.
EIGHTH: Cumulative voting shall not be allowed. Each Stockholder
shall be entitled, at all elections of Directors of this Corporation, to as many
votes as shall equal the number of shares of stock held and owned by him and
entitled to vote at such meeting under this Certificate of Incorporation for as
many Directors as there are to be elected, unless such right to vote in such
manner is limited or denied by other provisions of this Certificate of
Incorporation.
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Vacancies caused by the death or resignation of any Director and newly
created directorships resulting from any increase in the authorized number of
Directors may be filled by a vote of at least a majority of the Directors then
in office, though less than a quorum, and the Director so chosen shall hold
office until the next annual meeting of the Stockholders.
NINTH: The By-laws may be altered or repealed at any regular meeting of the
Stockholders, or at any special meeting of the Stockholders at which a quorum is
present or represented, provided notice of the proposed alteration or repeal be
contained in the notice of such special meeting, by the affirmative vote of the
majority of the Stockholders entitled to vote at such meeting and present or
represented thereat, or by the affirmative vote of the majority of the Board of
Directors at any regular meeting of the Board, or at any special meeting of the
Board, if notice of the proposed alteration or repeal be contained in the notice
of such special meeting; provided, however, that no change of the time or place
of the meeting for the election of Directors shall be made within sixty (60)
days next before the day on which such meeting is to be held, and that in case
of any change of time or place, notice thereof shall be given to each
Stockholder in person or by letter mailed to his last known post office address
at least twenty (20) days before the meeting is held.
Voting for Directors need not be by ballot except upon the demand, at or
before the election, of the holders of ten percent (10%) or more of the shares
in person or by proxy and entitled to vote at such election.
TENTH: The Corporation is hereby authorized to, and shall, indemnify
directors, officers and employees of the Corporation and such other parties as
are set forth below in accordance with the following provisions:
(a) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether
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civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for
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negligence or misconduct in the performance of his duty to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that any such person referred to hereinabove has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b), or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
therewith.
(d) Except in those instances where the provisions of subsection (c) of
this Article are applicable, or unless ordered by a court, any indemnification
under subsections (a) and (b) hereof shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of
such person referred to hereinabove is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsections (a) and (b)
of this Article. Such determination shall be made (1) by the Board of Directors
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable, or,
even if obtainable, if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the Stockholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by
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or on behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.
(f) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which any person referred to hereinabove may be
entitled under any By-law, agreement, vote of the Stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to act in any capacity hereinabove named in this Article
and shall inure to the benefit of the heirs, executors and administrators of
such a person.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other power to indemnify or right to indemnification which the
Corporation or any person referred to hereinabove may have or acquire under the
laws of the State of Delaware including without limitation the General
Corporation Law of Delaware or any amendment thereto or substitute therefor.
(h) The provisions of this Article shall be applicable to claims, actions,
suits or other proceedings referred to in subsections (a) and (b) of this
Article made or commenced after the adoption hereof, whether arising from
conduct or act or omission occurring before or after the adoption hereof.
ELEVENTH: Both Stockholders and Directors shall have power, if the By-laws
so provide, to hold their meeting either within or without the State of Delaware
and to keep the books of this Corporation (subject to the provisions of the
Statutes) outside of the State of Delaware at such places as may be from time to
time designated in the By-laws.
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TWELFTH: In furtherance and not in limitation of the power conferred by
statute, the Board of Directors of this Corporation are expressly authorized to
fix the amount to be reserved as working capital, to authorize and cause to be
executed mortgages and liens upon the real and personal property belonging to
it.
THIRTEENTH: This Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute and all rights conferred on
Stockholders herein are granted subject to this reservation.
FOURTEENTH: No holder of any class of stock of this Corporation shall have
any preemptive or preferential right of subscription or purchase with reference
to the issuance or sale of any class of stock of the Corporation whether now or
hereafter authorized, or of any securities or obligations convertible into or
carrying or evidencing any right to purchase any class of stock of the
Corporation whether now or hereafter authorized.
FIFTEENTH: No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty by such director
as a director; except for any matter in respect of which such director shall be
liable under Section 174 of the Delaware General Corporation Law or any
amendment thereto or successor provision thereof or shall be liable by reason
that, in addition to any and all other requirements for such liability, such
director (i) shall have breached the duty of loyalty to the Corporation or its
stockholders, (ii) in acting or failing to act, shall not have acted in good
faith or shall have acted in a manner involving intentional misconduct or a
knowing violation of law or (iii) shall have derived an improper personal
benefit. Neither the amendment nor repeal of this Article FIFTEENTH shall
eliminate or reduce the effect of this Article FIFTEENTH in respect of any
matter occurring, or any cause
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of action, suit or claim that, but for this Article FIFTEENTH, would accrue or
arise, prior to such amendment or repeal. If the Delaware General Corporation
Law is amended after approval by the stockholders of this Article FIFTEENTH to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended from time to time.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does make this certificate, hereby declaring and certifying that this
is his act and deed and the facts herein stated are true, and accordingly has
hereunto set his hand this 6th day of November, 1996.
/s/ ROBERT M. KENNEDY
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Robert M. Kennedy
CERTIFICATE OF DESIGNATION,
RIGHTS AND PREFERENCES
OF
SERIES A JUNIOR PARTICIPATING PREFERRED
STOCK, WITHOUT PAR VALUE
of
HALLIBURTON HOLD CO.
Halliburton Hold Co., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
That at a meeting of the Board of Directors of Halliburton Hold Co. ("Hold
Co.") the following resolution, creating a series of two (2) million shares of
Preferred Stock, designated as Series A Junior Participating Preferred Stock was
duly adopted pursuant to the authority granted to and vested in the Board of
Directors of this corporation in accordance with the provisions of its
Certificate of Incorporation:
RESOLVED, that, pursuant to the authority granted to and vested in the
Board of Directors of Hold Co. in accordance with the provisions of the
Certificate of Incorporation of Hold Co., a series of 2,000,000 shares of
Series A Junior Participating Preferred Stock, without par value, of Hold
Co. (the "Preferred Shares") be, and hereby is, created, and that the
designation and amount thereof and the relative rights, preferences and
limitations thereof (in addition to the provisions set forth in the
Certificate of Incorporation of Hold Co. which are applicable to the
Preferred Stock of all series) are as follows:
I. Designation and Amount. The shares of such series shall be designated
-----------------------
as the "Series A Junior Participating Preferred Stock" (the "Junior Preferred
Stock") and the number of shares constituting such series shall be two (2)
million. Such number of shares may be increased or decreased by resolution of
the Board of Directors; provided, that no decrease shall reduce the number of
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shares of Junior Preferred Stock to a number less than that of the shares then
outstanding plus the number of shares issuable upon exercise of outstanding
rights, options or warrants or upon conversion of outstanding securities issued
by the corporation.
II. Dividends and Distributions.
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(A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the
shares of Junior Preferred Stock with respect to dividends, the holders of
shares of Junior Preferred Stock, in preference to the holders of common
stock, $2.50 par value, of the corporation (the "Common Stock") and of any
other stock ranking junior (as to dividends) to Junior Preferred Stock,
shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, cumulative
quarterly dividends payable in cash or in kind, as hereinafter provided, on
the last day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Junior Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$1.00 (payable in cash) or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount (payable in
cash) of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions, other
than a dividend payable in shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of
a share of Junior Preferred Stock. If the corporation shall at any time
declare or pay any dividend on Common Stock payable in shares of Common
Stock or effect a subdivision or combination of the outstanding shares of
Common Stock (by reclassification or otherwise), into a greater or lesser
number of shares of Common Stock, then in each such case the amount to
which holders of shares of Junior Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock
that was outstanding immediately prior to such event.
(B) The corporation shall declare a dividend or distribution on the
Junior Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided
that, if no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
share on the Junior Preferred Stock shall nevertheless accrue and be
cumulative on the outstanding shares of Junior Preferred Stock as provided
in paragraph (C) of this Section.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Junior Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares of Junior Preferred Stock,
unless the date of issue of such
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shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the
date of issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Junior Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Junior
Preferred Stock in an amount less than the total amount of such dividends
at the time accrued and payable on such shares shall be allocated pro rata
on a share by share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of
holders of shares of Junior Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not
more than 60 days prior to the date fixed for the payment thereof.
III. Voting Rights. The holders of shares of Junior Preferred Stock
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shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth,
each share of Junior Preferred Stock shall entitle the holder thereof to
100 votes on all matters submitted to a vote of the shareholders of the
corporation. If the corporation shall at any time declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the number of votes per share to which
holders of shares of Junior Preferred Stock were entitled immediately prior
to such event shall be adjusted by multiplying such number by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.
(B) Except as otherwise provided in the Certificate of Incorporation
or by law, the holders of shares of Junior Preferred Stock and the holders
of shares of Common Stock shall vote together as one class on all matters
submitted to a vote of shareholders of the corporation.
IV. Certain Restrictions.
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(A) Whenever quarterly dividends or other dividends or distributions
payable on the Junior Preferred Stock as provided in Section II are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Junior Preferred Stock
outstanding shall have been paid in full, the corporation shall not:
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(i) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration
any shares of stock ranking junior (as to dividends) to the
Junior Preferred Stock;
(ii) declare or pay dividends on or make any other distributions on
any shares of stock ranking on a parity (as to dividends) with
the Junior Preferred Stock, except dividends paid ratably on
the Junior Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then
entitled; or
(iii) purchase or otherwise acquire for consideration any shares of
Junior Preferred Stock, or any shares of stock ranking on a
parity (as to dividends) with the Junior Preferred Stock,
except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith
will result in fair and equitable treatment among the
respective series or classes.
(B) The corporation shall not permit any subsidiary of the
corporation to purchase or otherwise acquire for consideration any shares
of stock of the corporation unless the corporation could, under paragraph
(A) of this Section IV, purchase or otherwise acquire such shares at such
time and in such manner.
V. Reacquired Shares. Any shares of Junior Preferred Stock purchased or
------------------
otherwise acquired by the corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall
upon their cancellation become authorized but unissued shares of Preferred Stock
and may be reissued as part of a series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.
VI. Liquidation, Dissolution or Winding Up. Upon any liquidation,
---------------------------------------
dissolution or winding up of the corporation, no distribution shall be made (1)
to the holders of shares of stock ranking junior (as to amounts payable upon
liquidation, dissolution or winding up) to the Junior Preferred Stock unless,
prior thereto, the holders of Junior Preferred Stock shall have received an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$100.00 per share, or (b) an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of Common Stock, plus, in either case, an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, or (2) to the holders of stock
ranking on a parity (as to amounts payable or upon liquidation, dissolution or
winding up) with the Junior Preferred Stock, except distributions made ratably
on the
4
Junior Preferred Stock and all other such parity stock in proportion to
the total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. If the corporation shall at any time
declare or pay any dividend on Common Stock payable in shares of Common Stock,
or effect a subdivision or combination of the outstanding shares of Common Stock
(by reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the aggregate amount to which holders of
shares of Junior Preferred Stock were entitled immediately prior to such event
under the provision in clause (1) (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
VII. Consolidation, Merger, etc. If the corporation shall enter
---------------------------
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash or any other property, or any combination thereof, then in any
such case the shares of Junior Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash or any other property, or any combination thereof, into
which or for which each share of Common Stock is changed or exchanged. If the
corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Junior Preferred Stock shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
VIII. No Redemption. The shares of Junior Preferred Stock shall not
--------------
be redeemable. So long as any shares of Junior Preferred Stock remain
outstanding, the corporation shall not purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Junior Preferred Stock unless the
corporation shall substantially concurrently also purchase or acquire for
consideration a proportionate number of shares of Junior Preferred Stock.
IX. Rank. Except as otherwise provided in its Certificate of
-----
Incorporation, the corporation may authorize or create any series of Preferred
Stock ranking prior to or on a parity with the Junior Preferred Stock as to
dividends or as to distribution of assets upon liquidation, dissolution or
winding up.
X. Amendment. The Certificate of Incorporation of the corporation
---------
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Junior Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of a majority
of the outstanding shares of Junior Preferred Stock, voting together as a single
class.
5
The foregoing resolution was adopted by the Board of Directors of the
corporation, pursuant to the authority vested in it by the Certificate of
Incorporation of the corporation, at a meeting of the Board of Directors duly
held on the 5th day of December, 1996.
IN WITNESS WHEREOF, this Certificate has been executed on behalf of the
Corporation by its Vice-President this 9th day of December, 1996.
HALLIBURTON HOLD CO.
By: /s/ Robert M. Kennedy
________________________
Robert M. Kennedy
Vice-President
6
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
HALLIBURTON HOLD CO.
Halliburton Hold Co., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Halliburton Hold
Co., resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, that, subject to the approval thereof by the stockholder of
this corporation as required by law, the Certificate of Incorporation of
this corporation shall be amended by changing the Article thereof numbered
"First" so that as amended said Article shall be and read in its entirety
as follows:
"FIRST: The name of this Corporation is HALLIBURTON COMPANY."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was duly
called and held, and by Stockholder's Consent in Lieu of Meeting the necessary
number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That said amendment shall be effective at 11:31 a.m. Eastern
Standard Time on December 12, 1996.
IN WITNESS WHEREOF, this Certificate has been executed on behalf of the
Corporation by its Vice President this 11th day of December, 1996.
HALLIBURTON HOLD CO.
By: /s/ Susan S. Keith
------------------------
Susan S. Keith
Vice President
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘8-B12B’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 12/12/96 | | 20 | | | | | 8-K |
| List all Filings |
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