UNITED STATES
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): March 30, 2007
HALLIBURTON COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
|
|
|
1-3492
(Commission File Number)
|
|
75-2677995
(IRS Employer Identification No.) |
|
|
|
1401 McKinney, Suite 2400, Houston, Texas
(Address of principal executive offices)
|
|
77010
(Zip Code) |
(713) 759-2600
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
|
|
|
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.04. Temporary Suspension of Trading Under Registrants Employee Benefit Plans.
On March 30, 2007, Halliburton Company (Halliburton) distributed an updated blackout notice
(the Updated Notice) to its directors and executive officers informing them of a change in the
beginning and ending dates of a potential temporary suspension of trading (the Blackout Period)
under one or more of the Halliburton Retirement and Savings Plan, the Halliburton Savings Plan, the
Kellogg Brown & Root, Inc. Retirement and Savings Plan, and the Brown & Root, Inc. Employees
Retirement and Savings Plan (collectively, the Plans) maintained by Halliburton or its majority
owned subsidiary, KBR, Inc. (KBR), respectively. The Blackout Period may occur if the
independent fiduciary for any of the Plans elects to tender shares of Halliburton Stock held by the
respective Plan in response to Halliburtons offer to exchange the 135,627,000 shares of KBR common
stock it owns for shares of Halliburton common stock (the Exchange Offer) that commenced on March
2, 2007. Halliburton had previously distributed a notice of the Blackout Period (the Original
Notice) to its directors and executive officers on February 26, 2007. As stated in the Original
Notice, the Blackout Period, if any, was originally expected to begin on March 28, 2007, and end
during the week of April 2, 2007. However, on March 29, 2007, Halliburton announced that the offer
period for the Exchange Offer had been extended to April 2, 2007. As a result, the Blackout
Period, if any, is now expected to begin on April 3, 2007 and end during the week of April 9, 2007.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is a copy of the Updated
Notice. Halliburton provided the Updated Notice to its directors and executive officers in
accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR.
Item 9.01. Financial Statements and Exhibits.
(d) |
|
Exhibits. |
|
99.1 |
|
Updated Blackout Notice dated March 30, 2007 provided to directors and executive officers of
Halliburton. |