SEC Comment Letter for HALLIBURTON CO (HAL) (CIK 0000045012) (HAL) — Nov 13, 2006
HALLIBURTON CO (HAL) (CIK 0000045012)
Date: Nov. 13, 2006 · CIK: 0000045012 · Accession: 0000000000-06-055458
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE MAIL STOP 7010 April 13, 2006 via U.S. Mail David J. Lesar Chairman, President and Chief Executive Officer Halliburton Co. 5 Houston Center 1401 McKinney, Suite 2400 Houston, Texas 77010
Re: Halliburton Company Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A File No. 1-03492 Filed April 7, 2006
Dear Mr. Lesar:
We have limited our review of your amended filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Proposal to Approve Board Policy on Future Severance Agreements, page 31
1. We note your response to prior comment 1. Revise the preliminary proxy statement to make it clear that the 2.99 limitation applies only to the benefits enumerated in the fourth paragraph. Revise the fifth paragraph to clarify that there are no limitations on amounts to be paid for those items other than the
Mr. Lesar Halliburton Company April 13, 2006 page 2
limitation imposed by the directors’ fiduciary duties and exercise of business judgment.
2. Revise the preliminary proxy statement to provide the following:
• a statement clarifying which of the items delineated amongst the list of items not considered “benefits” are not currently part of the severance agreements provided to current officers; and,
• examples of post-termination covenants other than the covenant not-to-compete.
Closing Comments
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mr. Lesar Halliburton Company April 13, 2006 page 3
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of th e Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please contact Mellissa Campbell Duru at (202) 551-3757 with any questions.
Sincerely,
H . R o g e r S c h w a l l
A s s i s t a n t D i r e c t o r
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
April 13, 2006
via U.S. Mail
David J. Lesar
Chairman, President and Chief Executive Officer
Halliburton Co.
5 Houston Center
1401 McKinney, Suite 2400
Houston, Texas 77010
Re: Halliburton Company
Amendment No. 1 to Preliminary Proxy Statement on
Schedule 14A
File No. 1-03492
Filed April 7, 2006
Dear Mr. Lesar:
We have limited our review of your amended filing to those issues we have
addressed in our comments. Where indicated, we think you should revise your document
in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Proposal to Approve Board Policy on Future Severance Agreements, page 31
1. We note your response to prior comment 1. Revise the preliminary proxy statement to make it clear that the 2.99 limitation applies
only to the benefits
enumerated in the fourth paragraph. Revise the fifth paragraph to clarify that there are no limitations on amounts to be paid for those items other than the
Mr. Lesar
Halliburton Company
April 13, 2006 page 2
limitation imposed by the directors’ fiduciary duties and exercise of business
judgment.
2. Revise the preliminary proxy statement to provide the following:
• a statement clarifying which of the items delineated amongst the list of items not considered “benefits” are not currently part of the severance agreements provided to current officers; and,
• examples of post-termination covenants other than the covenant not-to-compete.
Closing Comments
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mr. Lesar
Halliburton Company
April 13, 2006 page 3
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of th e Division of Corporation Finance in our
review of your filing or in response to our comments on your filing.
Please contact Mellissa Campbell Duru at (202) 551-3757 with any questions.
Sincerely,
H . R o g e r S c h w a l l
A s s i s t a n t D i r e c t o r
via facsimile
Bruce Metzinger, Esq.
Halliburton Co.
713-759-2619