e425
Filed by Halliburton Company
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Halliburton Company
Commission File No.: 333-141027
The following is the text of the website that is being maintained at http://www.KBRexchange.com in
connection with Halliburtons offer to exchange up to an aggregate of 135,627,000 shares of KBR
common stock which it owns for outstanding shares of Halliburton common stock, as described in more
detail in the ProspectusOffer to Exchange.
www.KBRexchange.com
VWAP
& Calculated Values Last Updated: 3/29/2007 4:30:00 PM New York City time
The Exchange Offer
The
final exchange ratio is 1.5905.
The final
exchange ratio is 1.5905 because the maximum exchange ratio (as
described below) is in effect. Accordingly, the exchange offer has
been automatically extended by its terms until 12:00 midnight, New
York City time, on April 2, 2007.
Halliburton is offering to exchange up to 135,627,000 shares of KBR common stock in the
aggregate for outstanding shares of Halliburton common stock, as described in more detail in the
Prospectus-Offer to Exchange for the exchange offer (the ProspectusOffer to Exchange).
The exchange offer was designed to permit holders of Halliburton common stock to exchange their
shares for shares of KBR common stock at a 7.5% discount to the calculated per-share value of KBR
common stock, subject to a maximum limit of 1.5905 shares of KBR common stock for each share of
Halliburton common stock (the maximum exchange ratio), as described in the
ProspectusOffer to Exchange. Stated another way, for each $1.00 of Halliburton common stock
accepted in the exchange offer, the terms were designed so that the
tendering holder would receive approximately $1.08 of KBR common
stock, based on calculated per-share values, subject to the maximum exchange ratio.
The exchange offer and withdrawal rights will
expire at 12:00 midnight, New York City time, on
April 2, 2007, unless the offer is extended or terminated.
The per-share value of Halliburton common stock
and the per-share value of KBR common stock used for purposes of
calculating the exchange ratio equals the arithmetic average of the daily
volume-weighted average price (daily VWAP) for Halliburton common stock or KBR common
stock, as applicable, for March 27, 2007, March 28, 2007 and
March 29, 2007 (the valuation dates). Stated another way, the final calculated
per-share value
for each stock was calculated by adding the daily VWAP of the applicable stock for each of the
valuation dates and then calculating the average by dividing the
resulting total by three. The maximum exchange ratio is in effect
because the final calculated per-share values of Halliburton common
stock and KBR common stock would have resulted in an exchange ratio
that is greater than the maximum exchange ratio and, accordingly, the
final exchange ratio has been fixed at the maximum exchange ratio.
If the exchange offer is oversubscribed and Halliburton cannot accept all tenders of Halliburton
common stock at the exchange ratio, then all shares of Halliburton common stock that are validly
tendered will generally be accepted for
exchange on a pro rata basis in proportion to the number of shares tendered. We refer to this as
proration. Stockholders who beneficially own odd-lots (that is, less than 100 shares of
Halliburton common stock) other than through custodial accounts with Computershare or HBOS Employee
Equity Solutions and who validly tender all their shares will not be subject to proration if they
so request. Proration for each tendering stockholder will be based on the number of shares of
Halliburton common stock tendered by that stockholder in the exchange offer, and not on that
stockholders aggregate ownership of Halliburton common stock.
The information on this website is being provided solely in connection with the exchange offer and
should not be used for any other purpose. You should refer to the ProspectusOffer to Exchange for
additional information about the exchange offer. Copies of the ProspectusOffer to Exchange, the
form of letter of transmittal, the form of notice of withdrawal and the form of notice of
guaranteed delivery are available through the links at the top of this page or by clicking on the
terms where they appear on this website underlined and in blue. Further information regarding terms
used on this website that are underlined and in blue is provided in the glossary below, reachable
by clicking on those terms.
Exchange Ratio Calculation Formula
The
following formula was used to calculate the number of shares of KBR common stock that
each tendering stockholder will receive for shares of Halliburton common stock that are validly
tendered and accepted in the exchange offer.
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Number of shares of
KBR common stock
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=
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Number of shares of
Halliburton common
stock validly
tendered and
accepted
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x
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the lesser of:
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1.5905
(the
maximum exchange
ratio)
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or
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100% of the final
calculated per-share value
of Halliburton common stock
divided by
92.5% of the final calculated
per-share value of KBR
common stock |
Table
of Final Calculated Per-Share Values
This table
shows historical daily VWAP on each of the valuation dates, the final calculated per-share values for shares
of Halliburton common stock and shares of KBR common stock, and the
final exchange ratio.
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Halliburton Common Stock |
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KBR Common Stock |
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Calculated |
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Calculated |
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Valuation |
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Per-Share |
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Per-Share |
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Final |
Date |
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Daily VWAP |
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Value |
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Daily VWAP |
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Value |
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Exchange Ratio |
3/27/2007
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31.0823
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-
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20.0958
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-
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- |
3/28/2007
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31.1481
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-
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20.1623
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-
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3/29/2007
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31.8820
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31.37080
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20.6379
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20.29867 |
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1.5905§ |
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§ |
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Represents the maximum exchange ratio, which is in effect
because the final calculated per-share values of Halliburton common stock and KBR common
stock would have resulted in an exchange ratio that is greater than the maximum exchange ratio. |
The
following table shows how many shares of KBR common stock will be exchanged for a
specified number of tendered and accepted shares of Halliburton common stock.
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Number of shares of Halliburton |
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Number of shares of KBR |
common stock tendered |
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common stock issued in exchange µ |
1
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1.5905 |
10
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15.9050 |
100
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159.0500 |
1000
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1,590.5000 |
µ Note that the fractional share amount is provided for indicative purposes only. Cash in lieu of
fractional shares of KBR common stock will be distributed in the exchange offer.
Important Notice Regarding Additional Information
In connection with the exchange offer, KBR has filed with the Securities and Exchange
Commission a registration statement on Form S-4 that includes the ProspectusOffer to Exchange.
The ProspectusOffer to Exchange contains important information about the exchange offer,
Halliburton, KBR and related matters, and Halliburton will mail the ProspectusOffer to Exchange
to its stockholders. Investors and security holders are urged to read the ProspectusOffer to
Exchange, and any other relevant documents filed with the SEC, when they become available and
before making any investment decision. None of Halliburton, KBR or any of their respective
directors or officers or the dealer managers appointed with respect to the exchange offer makes any
recommendation as to whether you should participate in the exchange offer.
You can obtain a free copy of the ProspectusOffer to Exchange and (when available) other related
documents filed with the SEC by Halliburton and KBR at the SECs website at www.sec.gov. You will
also be able to obtain a free copy of these documents by sending a request to Halliburton Company -
Investor Relations, 5 Houston Center, 1401 McKinney, Suite 2400, Houston, TX 77010, Phone:
713.759.2688, E-mail: investors@halliburton.com; or by sending a request to KBR, Inc. Investor
Relations, 601 Jefferson Street, Suite 3400, Houston, TX 77002, Phone: 713.753.5082, E-mail:
investors@kbr.com, as applicable. You can also obtain a copy of the ProspectusOffer to Exchange
by clicking on the appropriate link in the top menu of this website. Alternatively, Georgeson Inc.,
the information agent for the exchange offer, will arrange to send to you the ProspectusOffer to
Exchange if you request it by calling 1-866-313-3046 (toll-free in the United States),
1-212-805-7144 (elsewhere) or 1-212-440-9800 (banks and brokers) no later than March 22, 2007.
Tendering and Withdrawal
The procedures you must follow to tender your shares in the exchange offer or to withdraw
previously tendered shares will depend on whether you hold your shares of Halliburton common stock
in certificated form, in uncertificated form registered directly in your name in Halliburtons
share register, through a broker, dealer, commercial bank, trust company, custodian or similar
institution. For specific instructions about how to participate in the exchange offer, please read
the sections entitled The Exchange OfferProcedures for Tendering and The Exchange
OfferWithdrawal Rights in the ProspectusOffer to Exchange. You can obtain copies of the
ProspectusOffer to Exchange, the form of letter of transmittal for registered holders, the form
of notice of withdrawal and the form of notice of guaranteed delivery by clicking on the
appropriate link in the top menu of this website or by clicking on the terms where they appear on
this website underlined and in blue. Alternatively, the information agent for the exchange offer
will arrange to send to you copies of those documents if you request them by calling 1-866-313-3046
(toll-free in the United States), 1-212-805-7144 (elsewhere) or 1-212-440-9800 (banks and brokers).
Glossary
calculated per-share value: The per-share value of Halliburton common stock and the per-share
value of KBR common stock used for purposes of calculating the
exchange ratio equals the
arithmetic average of the daily VWAP for Halliburton common stock and KBR common stock, as
applicable, on the NYSE for the valuation dates.
daily VWAP: VWAP for the period beginning at 9:30 a.m., New York City time (or such other time as
is the official open of trading on the NYSE), and ending at 4:00 p.m., New York City time (or such
other time as is the official close of trading on the NYSE), as calculated by Xignite, Inc., except
that the data used to make that calculation will take into account only those adjustments to
reported trades made by 4:10 p.m., New York City time. The daily VWAP calculated by Xignite, Inc.
may be different from volume-weighted average prices calculated by other sources or investors or
other security holders own calculations of volume-weighted average prices.
exchange ratio: The number of shares of KBR common stock that will be exchanged for each share of
Halliburton common stock accepted in the exchange offer. The final
exchange ratio has been published
by press release and is available on this website and from the information agent, Georgeson
Inc., at 1-866-313-3046 (toll-free in the United States), 1-212-805-7144 (elsewhere) or
1-212-440-9800 (banks and brokers).
maximum exchange ratio: The number of shares of KBR common stock each tendering Halliburton
stockholder will receive is subject to a maximum exchange ratio of 1.5905 shares of KBR common
stock for each share of Halliburton common stock accepted in the exchange offer. IF THE MAXIMUM
EXCHANGE RATIO IS IN EFFECT, TENDERING HOLDERS WILL RECEIVE LESS THAN $1.08 OF KBR COMMON STOCK FOR
EACH $1.00 OF HALLIBURTON COMMON STOCK ACCEPTED IN THE EXCHANGE OFFER (BASED ON THE CALCULATED
PER-SHARE VALUES OF HALLIBURTON COMMON STOCK AND KBR COMMON STOCK, AS APPLICABLE, DURING THE
VALUATION DATES), AND SUCH HOLDERS COULD RECEIVE MUCH LESS. STATED ANOTHER WAY, IF THE MAXIMUM
EXCHANGE RATIO IS NOT IN EFFECT, THE FORMULA FOR CALCULATING THE EXCHANGE RATIO CONTEMPLATES THAT,
FOR EACH SHARE OF HALLIBURTON COMMON STOCK ACCEPTED IN THE EXCHANGE OFFER, TENDERING HOLDERS WILL
RECEIVE A NUMBER OF SHARES OF KBR COMMON STOCK CALCULATED AT A 7.5% DISCOUNT TO THE PER-SHARE VALUE
OF KBR COMMON STOCK. HOWEVER, IF THE MAXIMUM EXCHANGE RATIO IS IN EFFECT AND A TENDERING HOLDER
STILL DECIDES TO TENDER ITS SHARES OF HALLIBURTON COMMON STOCK, A TENDERING HOLDER WILL EXCHANGE
ITS SHARES OF HALLIBURTON COMMON STOCK FOR SHARES OF KBR COMMON STOCK AT A DISCOUNT OF LESS THAN
7.5% TO THE PER-SHARE VALUE OF KBR COMMON STOCK AND, DEPENDING UPON THE MAGNITUDE OF THE DECREASE
IN MARKET VALUE OF KBR COMMON STOCK RELATIVE TO THE MARKET VALUE OF HALLIBURTON COMMON STOCK DURING
THE EXCHANGE OFFER PERIOD, TENDERING HOLDERS MAY BE EXCHANGING THEIR SHARES OF HALLIBURTON COMMON
STOCK FOR SHARES OF KBR COMMON STOCK WITHOUT ANY DISCOUNT, OR EVEN AT A PREMIUM, TO THE PER-SHARE
VALUE OF KBR COMMON STOCK (I.E., IF THE DECREASE IN MARKET VALUE OF KBR COMMON STOCK RELATIVE TO
THE MARKET VALUE OF HALLIBURTON COMMON STOCK IS SUBSTANTIAL ENOUGH, TENDERING HOLDERS COULD RECEIVE
LESS THAN $1.00 OF KBR COMMON STOCK FOR EVERY $1.00 OF HALLIBURTON COMMON STOCK ACCEPTED IN THE
EXCHANGE OFFER).
valuation dates: March 27, 2007, March 28, 2007 and March 29, 2007.
VWAP : The volume-weighted average price per share of the applicable stock on the New York Stock
Exchange during the period specified, as calculated by Xignite, Inc. The daily VWAP
calculated by Xignite, Inc. may be different from volume-weighted average prices calculated by
other sources or investors or other security holders own calculations of volume-weighted average
prices.
Contact Information
Questions or requests for assistance may be directed to the information agent at its address
and telephone number listed below.
The exchange agent for the exchange offer is:
By Mail :
Attention: Reorganization Dept.
P.O. Box 3448
South Hackensack, NJ 07606
Re: Halliburton Exchange Offer
By Hand or Overnight Courier :
Attention: Reorganization Dept.
480 Washington Blvd
Mail Drop Reorg
Jersey City, NJ 07310
Re: Halliburton Exchange Offer
From within the U.S., Canada or Puerto Rico:
1-800-865-0205 (toll-free)
From outside the U.S.:
1-201-680-6654 (collect)
The information agent for the exchange offer is:
17 State Street, 10th floor
New York , NY 10004
1-866-313-3046 (toll-free in the United States)
1-212-805-7144 (elsewhere)
1-212-440-9800 (banks and brokers)
The dealer managers for the exchange offer are:
Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co.