EXHIBIT 1.1
AGREEMENT AND PLAN OF
REORGANIZATION
among Halliburton Company,
Halliburton Hold Co. and Halliburton Merge Co.
dated as of December 11, 1996
TABLE OF CONTENTS
ARTICLE I
THE MERGER
Section 1.1 The Merger......................................... 2
Section 1.2 Effective Time..................................... 2
Section 1.3 Certificate of Incorporation....................... 3
Section 1.4 By-laws............................................ 4
Section 1.5 Directors.......................................... 4
Section 1.6 Officers........................................... 4
Section 1.7 Additional Actions................................. 4
Section 1.8 Conversion of Securities........................... 4
Section 1.9 Preferred Share Purchase Rights.................... 5
Section 1.10 No Surrender of Certificates; Stock Transfer Books. 6
ARTICLE II
ACTIONS TO BE TAKEN IN
CONNECTION WITH THE MERGER
Section 2.1 Company Indebtedness............................... 6
Section 2.2 Assumption of Benefit Plans........................ 7
Section 2.3 Reservation of Shares.............................. 7
ARTICLE III
CONDITIONS OF MERGER
Section 3.1 Conditions Precedent............................... 7
ARTICLE IV
COVENANTS
Section 4.1 Election of Directors.............................. 9
Section 4.2 Listing of Holding Company Common Stock............ 9
Section 4.3 Employee Benefit Plans............................. 9
Section 4.4 Change in Capitalization........................... 9
Section 4.5 Change of Name of Holdco........................... 9
Section 4.6 Contribution of Treasury Stock..................... 9
Section 4.7 Contribution of Outstanding Holdco Stock........... 10
Section 4.8 Contribution of Alphabet Stock..................... 10
Section 4.9 InterCompany Stock Distributions................... 10
ARTICLE V
TERMINATION AND AMENDMENT
Section 5.1 Termination........................................ 10
Section 5.2 Amendment.......................................... 10
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1 Governing Law...................................... 10
Section 6.2 Counterparts....................................... 11
Section 6.3 Entire Agreement................................... 11
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated as of
December 11, 1996, is among Halliburton Company, a Delaware corporation (the
"Company"), Halliburton Hold Co., a Delaware corporation ("Holdco") and a
direct, wholly owned subsidiary of the Company, and Halliburton Merge Co., a
Delaware corporation ("Mergeco") and a direct, wholly owned subsidiary of
Halliburton Delaware, Inc., a Delaware corporation ("Newco") that is itself a
direct, wholly owned subsidiary of Holdco.
RECITALS
A. The Company's authorized capital stock consists of (i) 200,000,000
shares of common stock, par value $2.50 per share ("Company Common Stock"), of
which 125,258,208 shares were issued and outstanding as of November 30, 1996 and
4,012,502 shares were held in treasury on such date, and (ii) 5,000,000 shares
of preferred stock, without par value, none of which is currently outstanding
but of which 2,000,000 shares have been designated as the Halliburton Company
Series A Junior Participating Preferred Stock ("Company Series A Preferred
Stock").
B. As of the date hereof, Holdco's authorized capital stock consists of
(i) 200,000,000 shares of common stock, par value $2.50 per share ("Holdco
Common Stock"), of which 1,000 shares are issued and outstanding and no shares
are held in treasury, and (ii) 5,000,000 shares of preferred stock, without par
value, none of which is currently outstanding but of which 2,000,000 shares have
been designated as the Halliburton Hold Co. Series A Junior Participating
Preferred Stock ("Holdco Series A Preferred Stock").
C. The designations, rights and preferences, and the qualifications,
limitations and restrictions thereof, of the Holdco Series A Preferred Stock and
the Holdco Common Stock are the same as those of the Company Series A Preferred
Stock and the Company Common Stock.
D. The Certificate of Incorporation and the By-laws of Holdco
immediately after the Effective Time (as hereinafter defined) will contain
provisions identical to the Certificate of Incorporation and By-laws of the
Company immediately before the Effective Time (other than with respect to
matters excepted by Section 251(g) of the General Corporation Law of the State
of Delaware (the "DGCL")).
E. The directors of the Company immediately prior to the Merger (as
hereinafter defined) will be the directors of Holdco as of the Effective Time.
F. Holdco, Newco and Mergeco are newly formed corporations organized for
the purpose of participating in the transactions herein contemplated.
G. The Company desires to create a new holding company structure by
merging Mergeco with and into the Company with the Company being the surviving
corporation, and converting each outstanding share of Company Common Stock into
a like number of shares of Holdco Common Stock, all in accordance with the terms
of this Agreement.
H. The Boards of Directors of Holdco, Mergeco and the Company have
approved this Agreement and the merger of Mergeco with and into the Company upon
the terms and subject to the conditions set forth in this Agreement (the
"Merger").
I. Pursuant to authority granted by the Board of Directors of the
Company, the Company will, immediately prior to the Effective Time of the
Merger, contribute to the capital of Holdco all of the shares of Company Common
Stock then held by the Company in its treasury.
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained in this Agreement, and intending to be legally bound
hereby, the Company, Holdco and Mergeco hereby agree as follows:
ARTICLE I
THE MERGER
Section 1.1 The Merger. In accordance with Section 251(g) of the DGCL
and subject to and upon the terms and conditions of this Agreement, Mergeco
shall, at the Effective Time, be merged with and into the Company, the separate
corporate existence of Mergeco shall cease and the Company shall continue as the
surviving corporation. The Company as the surviving corporation after the
Merger is hereinafter sometimes referred to as the "Surviving Corporation." At
the Effective Time, the effect of the Merger shall be as provided in Section 259
of the DGCL.
Section 1.2 Effective Time. The Merger shall become effective upon the
filing, after the date hereof and on or before December 31, 1996, of a copy of
this Agreement with the Secretary of State of the State of Delaware (the time of
such filing being referred to herein as the "Effective Time").
HALLIBURTON COMPANY
AGREEMENT AND PLAN OF REORGANIZATION
2
Section 1.3 Certificate of Incorporation. From and after the Effective
Time the Composite Certificate of Incorporation of the Company, as in effect
immediately prior to the Effective Time, shall be the certificate of
incorporation of the Surviving Corporation until thereafter amended as provided
by law; provided, however, that, from and after the Effective Time:
(a) Article One thereof shall be amended so as to read in its entirety as
follows:
"First: The name of this Corporation is Halliburton Energy Services,
Inc."
(b) Article Fourth thereof shall be amended so as to read in its entirety
as follows:
"Fourth: The aggregate number of shares which the Corporation shall
have authority to issue shall be one thousand (1,000), consisting of one
thousand (1,000) shares of Common Stock, par value $1.00 per share. No
shares of the previously designated Series A Junior Participating Preferred
Stock having been issued, such series is hereby terminated and all matters
set forth in this certificate of incorporation with respect to such series
are hereby eliminated from this certificate of incorporation."
(c) A new Article Seventeenth shall be added thereto which shall be and
read in its entirety as follows:
"Seventeenth: Any act or transaction by or involving the Corporation
that requires for its adoption under the General Corporation Law of the
State of Delaware or its certificate of incorporation the approval of the
stockholders of the Corporation shall, by virtue of this reference to
Section 251(g) of the General Corporation Law of the State of Delaware,
require, in addition, the approval of the stockholders of Halliburton
Company, a Delaware corporation (formerly Halliburton Hold Co.), or any
successor thereto by merger, so long as such corporation or its successor
is the ultimate parent, directly or indirectly, of this Corporation, by the
same vote that is required by the General Corporation Law of the State of
Delaware and/or the certificate of incorporation of this Corporation. For
the purposes of this Article Seventeenth, the term "parent" shall mean a
corporation that owns, directly or indirectly, at least a majority of the
outstanding capital stock of this Corporation entitled to vote in the
election of directors of this Corporation without regard to the occurrence
of any contingency."
Section 1.4 By-laws. From and after the Effective Time, the By-laws of
Mergeco, as in effect immediately prior to the Effective Time, shall be the By-
laws of the Surviving Corporation until thereafter amended as provided therein
or by applicable law.
HALLIBURTON COMPANY
AGREEMENT AND PLAN OF REORGANIZATION
3
Section 1.5 Directors. The directors of Mergeco immediately prior to
the Effective Time shall be the initial directors of the Surviving Corporation
and will hold office from the Effective Time until their successors are duly
elected or appointed and qualified in the manner provided in the Certificate of
Incorporation and the By-laws of the Surviving Corporation or as otherwise
provided by law.
Section 1.6 Officers. The officers of Mergeco immediately prior to the
Effective Time shall be the initial officers of the Surviving Corporation and
will hold office from the Effective Time until their successors are duly elected
or appointed and qualified in the manner provided in the Certificate of
Incorporation and the By-laws of the Surviving Corporation or as otherwise
provided by law.
Section 1.7 Additional Actions. Subject to the terms of this Agreement,
the parties hereto shall take all such reasonable and lawful action as may be
necessary or appropriate in order to effectuate the Merger. If, at any time
after the Effective Time, the Surviving Corporation shall consider or be advised
that any deeds, bills of sale, assignments, assurances or any other actions or
things are necessary or desirable to vest, perfect or confirm, of record or
otherwise, in the Surviving Corporation its right, title or interest in, to or
under any of the rights, properties or assets of either of Mergeco or the
Company acquired or to be acquired by the Surviving Corporation as a result of,
or in connection with, the Merger or otherwise to carry out this Agreement, the
officers and directors of the Surviving Corporation shall be authorized to
execute and deliver, in the name and on behalf of each of Mergeco and the
Company, all such deeds, bills of sale, assignments and assurances and to take
and do, in the name and on behalf of each of Mergeco and the Company or
otherwise, all such other actions and things as may be necessary or desirable to
vest, perfect or confirm any and all right, title and interest in, to and under
such rights, properties or assets in the Surviving Corporation or otherwise to
carry out this Agreement.
Section 1.8 Conversion of Securities. At the Effective Time, by virtue
of the Merger and without any action on the part of Holdco, Mergeco, the Company
or the holder of any of the following securities:
(a) Each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time shall be converted into and
thereafter represent one duly issued, fully paid and nonassessable share of
Holdco Common Stock.
(b) Each share of Company Common Stock issued but held by Holdco in
its treasury immediately prior to the Effective Time shall be converted
into and thereafter
HALLIBURTON COMPANY
AGREEMENT AND PLAN OF REORGANIZATION
4
represent one duly issued, fully paid and nonassessable share of Holdco
Common Stock held by Holdco in its treasury immediately after the Effective
Time of the Merger.
(c) Each share of common stock, par value $1.00 per share, of Mergeco
issued and outstanding immediately prior to the Effective Time shall be
converted into and thereafter represent one duly issued, fully paid and
nonassessable share of common stock, par value $1.00 per share, of the
Surviving Corporation.
(d) From and after the Effective Time, holders of certificates
formerly evidencing Company Common Stock shall cease to have any rights as
stockholders of the Company, except as provided by law; provided, however,
that such holders shall have the rights set forth in Section 1.10 herein.
Section 1.9 Preferred Share Purchase Rights.
(a) In accordance with Section 36 of that certain Second Amended and
Restated Rights Agreement dated as of December 15, 1995, as thereafter
amended, between the Company and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent (the "Company Rights Plan"), each outstanding preferred
share purchase right of the Company ("Company Purchase Right") shall
terminate as of the Effective Time.
(b) Holdco shall, prior to the Effective Time, adopt a preferred
share purchase rights plan (the "Holdco Rights Plan") substantially similar
in form and substance to the Company Rights Plan and, in accordance
therewith, Holdco shall, at the Effective Time but without duplication of
Holdco's obligations under the Holdco Rights Plan, issue to each holder of
Holdco Common Stock issued pursuant hereto one preferred share purchase
right ("Holdco Purchase Right") for each share of Holdco Common Stock
issued by it pursuant to Section 1.8(a) herein.
Section 1.10 No Surrender of Certificates; Stock Transfer Books. As a
result of the provisions of Section 1.3 herein, in conjunction with the
provisions of a certificate of amendment of certificate of incorporation of
Holdco to be filed with the Secretary of State of the State of Delaware and to
become effective at immediately after the Effective Time, the corporate name of
Holdco immediately following the Effective Time will be "Halliburton Company",
the same name as the corporate name of the Company immediately prior to the
Effective Time. Accordingly, until thereafter surrendered for transfer or
exchange in the ordinary course, each outstanding certificate that, immediately
prior to the Effective Time, evidenced Company Common Stock shall be deemed and
treated for all corporate purposes to evidence the ownership of the number of
shares of Holdco
HALLIBURTON COMPANY
AGREEMENT AND PLAN OF REORGANIZATION
5
Common Stock into which such shares of Company Common Stock were converted
pursuant to the provisions of Sections 1.8 (a) and (b) herein. In addition,
immediately after the Effective Time, each such certificate shall also evidence
a number of Holdco Purchase Rights equal to the number of Company Purchase
Rights evidenced thereby immediately prior to the Effective Time of the Merger.
ARTICLE II
ACTIONS TO BE TAKEN IN
CONNECTION WITH THE MERGER
Section 2.1 Company Indebtedness. As of the date of this Agreement, the
Company is a party to the following indentures (individually, an "Indenture"
and, collectively, the "Indentures"):
(1) Senior Indenture (the "First Senior Indenture") dated as of
January 2, 1991 between the Company and Texas Commerce Bank National
Association, as trustee, pursuant to which the Company has heretofore
issued $200 million in aggregate principal amount of a series of 8.75%
Debentures due February 15, 2021 (the "Debentures"), all of which currently
remain outstanding; and
(2) Second Senior Indenture (the "Second Senior Indenture") dated as
of December 1, 1996 between the Company and Texas Commerce Bank National
Association, as trustee, pursuant to which no debt securities are currently
outstanding; and
(3) Subordinated Indenture (the "Subordinated Indenture") dated as of
December 1, 1996 between the Company and Texas Commerce Bank National
Association, as trustee, pursuant to which no debt securities are currently
outstanding.
As of the Effective Time, Holdco and the Company shall, with respect to
each such Indenture and, in the case of the First Senior Indenture, with respect
to the Debentures outstanding thereunder, together with the trustee under each
Indenture, execute, acknowledge and deliver indentures supplemental (each, a
"Supplemental Indenture") to each of such Indentures pursuant to which Holdco
shall assume and agree to perform all obligations of the Company thereunder
without, subject to certain exceptions set forth in such Supplemental
Indentures, releasing the Company from such obligations and Holdco will agree to
pay, perform and discharge all obligations of the Company under the Debentures.
Section 2.2 Assumption of Benefit Plans. Holdco and the Company hereby
agree that they will, at the Effective Time, execute, acknowledge and deliver an
assumption agreement pursuant to which Holdco will, from and after the Effective
Time, assume and agree to perform all
HALLIBURTON COMPANY
AGREEMENT AND PLAN OF REORGANIZATION
6
obligations of the Company pursuant to the Halliburton Company Career Executive
Incentive Stock Plan, the 1993 Stock and Long-Term Incentive Plan, the Landmark
Graphics Corporation 1984 Incentive Stock Option Plan, the Landmark Graphics
Corporation 1985 Incentive Stock Option Plan, the Landmark Graphics Corporation
1987 Nonqualified Stock Option Plan, the Landmark Graphics Corporation 1989
Flexible Stock Option Plan, the Landmark Graphics Corporation Directors' Stock
Option Plan, the Landmark Graphics Corporation Consultants' Stock Option Plan,
the Landmark Graphics Corporation 1990 Employee Stock Option Plan and the
Landmark Graphics Corporation 1994 Flexible Incentive Plan (the "Benefit
Plans").
Section 2.3 Reservation of Shares. On or prior to the Effective Time,
Holdco will reserve sufficient shares of Holdco Common Stock to provide for the
issuance of Holdco Common Stock upon exercise of options outstanding under the
Benefit Plans and will reserve a number of shares of Holdco Series A Preferred
Stock sufficient to provide for the issuance thereof upon exercise of Holdco
Purchase Rights.
ARTICLE III
CONDITIONS OF MERGER
Section 3.1 Conditions Precedent. The obligations of the parties to
this Agreement to consummate the Merger and the transactions contemplated by
this Agreement shall be subject to fulfillment or waiver by the parties hereto
of each of the following conditions:
(a) Prior to the Effective Time, the Holdco Common Stock to be issued
pursuant to the Merger shall have been approved for listing, upon official
notice of issuance, by the New York Stock Exchange.
(b) Holdco shall have adopted the Holdco Rights Plan and distributed
Holdco Purchase Rights as a dividend on the then issued and outstanding
shares of Holdco Common Stock, and, prior to the Effective Time, the Holdco
Purchase Rights to be issued in conjunction with the issuance of Holdco
Common Stock pursuant to the Merger shall have been approved for listing,
upon official notice of issuance, by the New York Stock Exchange.
(c) The Company, Holdco and the Trustee shall have executed and
delivered the Supplemental Indentures contemplated by Article II herein
subject only to the occurrence of the Effective Time of the Merger.
(d) Prior to the Effective Time, the Company shall have received
certain revenue rulings from the Internal Revenue Service requested by it
pursuant to a letter dated August
HALLIBURTON COMPANY
AGREEMENT AND PLAN OF REORGANIZATION
7
30, 1996, to the Internal Revenue Service from Xxxxxx & Xxxxxx L.L.P.,
counsel to the Company.
(e) Prior to the Effective Time, Xxxxxx & Xxxxxx L.L.P., counsel to
the Company, shall have received an interpretive or no-action letter from
the Securities and Exchange Commission, in form and substance satisfactory
to the Company, in response to that certain request therefor dated December
6, 1996 from such firm.
(f) Prior to the Effective Time, Xxxxxx & Xxxxxx L.L.P., counsel to
the Company, shall have rendered an opinion to the Board of Directors of
the Company, in form and substance satisfactory to the Company, to the
effect that the Merger will constitute a tax-free reorganization under
Section 368(a) of the Code and that no gain or loss will be recognized by
the stockholders of the Company upon receipt of the Holdco Common Stock
in exchange for their shares of Company Common Stock pursuant to the
Merger.
(g) Prior to the Effective Time, no order, statute, rule, regulation,
executive order, injunction, stay, decree, judgment or restraining order
shall have been enacted, entered, promulgated or enforced by any court or
governmental or regulatory authority or instrumentality which prohibits or
makes illegal the consummation of the Merger or the transactions
contemplated hereby.
ARTICLE IV
COVENANTS
Section 4.1 Election of Directors. Effective as of the Effective Time,
the Company, in its capacity as the sole stockholder of Holdco, will remove each
of the then directors of Holdco, will cause the board of directors of Holdco to
effect such amendments to the bylaws of Holdco as are necessary to increase the
number of directors of Holdco to equal the number of directors of the Company
and will elect each person who is then a member of the board of directors of the
Company as a director of Holdco, each of whom shall serve until the next annual
meeting of shareholders of Holdco and until his successor shall have been
elected and qualified.
Section 4.2 Listing of Holding Company Common Stock. Holdco will use
its best efforts to obtain, at or before the Effective Time, authorization to
list, upon official notice of issuance, on the New York Stock Exchange Holdco
Common Stock issuable pursuant to the Merger and Holdco Purchase Rights issuable
in conjunction therewith.
HALLIBURTON COMPANY
AGREEMENT AND PLAN OF REORGANIZATION
8
Section 4.3 Employee Benefit Plans. The Company and Holdco will take or
cause to be taken all actions necessary or desirable in order for Holdco to
assume the Benefit Plans and to assume (or become a participating employer in)
each other existing employee benefit plan and agreement of the Company, with or
without amendments, or to adopt comparable plans, all to the extent deemed
appropriate by the Company and Holdco and permitted under applicable law.
Section 4.4 Change in Capitalization. Prior to the Effective Time,
Holdco and the Company agree to take all action necessary or desirable under the
DGCL to designate 2,000,000 shares of Preferred Stock of Holdco as Series A
Junior Participating Preferred Stock having terms and provisions substantially
similar to those of the Company's Series A Junior Participating Preferred Stock.
Section 4.5 Change of Name of Holdco. Holdco and the Company will take
or cause to be taken all such actions as may be necessary or desirable to effect
an amendment to the Certificate of Incorporation of Holdco immediately after the
Effective Time changing the name of Holdco to "Halliburton Company".
Section 4.6 Contribution of Treasury Stock. Immediately prior to the
Effective Time, the Company will contribute to the capital of Holdco all the
Company Common Stock then held in the treasury of the Company.
Section 4.7 Contribution of Outstanding Holdco Stock. At the Effective
Time, the Company will contribute to the capital of Holdco all shares of Holdco
Common Stock and all Holdco Purchase Rights outstanding immediately prior to the
Merger and owned of record and beneficially by the Company.
Section 4.8 Contribution of Alphabet Stock. Prior to the Merger, the
Company shall cause Xxxxx & Root Holdings, Inc., a Delaware corporation
("BRHI"), to contribute all the outstanding capital stock designated Series B
issued by Halliburton Holdings, Inc. ("HHI") and owned by BRHI to Xxxxx & Root,
Inc., a Texas corporation.
Section 4.9 InterCompany Stock Distributions. Promptly after the
Effective Time, the Surviving Corporation shall contribute the stock of certain
controlled foreign corporations to its direct, wholly owned subsidiary
Halliburton Affiliates Corporation, a Delaware corporation ("HAC") and the stock
of HHI owned by the Surviving Corporation to Halliburton International, Inc.
("HII"); promptly thereafter the Surviving Corporations shall distribute to
Newco all of the outstanding stock of BRHI, HII, Landmark Graphics Corporation
and HAC.
HALLIBURTON COMPANY
AGREEMENT AND PLAN OF REORGANIZATION
9
ARTICLE V
TERMINATION AND AMENDMENT
Section 5.1 Termination. This Agreement may be terminated and the
Merger contemplated hereby may be abandoned at any time prior to the Effective
Time by action of the Board of Directors of the Company, Holdco or Mergeco if it
should determine that for any reason the completion of the transactions provided
for herein would be inadvisable or not in the best interest of such corporation
or its stockholders. In the event of such termination and abandonment, this
Agreement shall become void and neither the Company, Holdco or Mergeco nor their
respective stockholders, directors or officers shall have any liability with
respect to such termination and abandonment.
Section 5.2 Amendment. This Agreement may be supplemented, amended or
modified by the mutual consent of the Boards of Directors of the parties to this
Agreement.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1 Governing Law. Except with respect to matters contained
herein governed by the DGCL, this Agreement has been executed and delivered in
the State of Texas and shall be governed by and construed and enforced under the
laws of the State of Texas, regardless of the laws that might otherwise govern
under applicable Texas principles of conflicts of law.
Section 6.2 Counterparts. This Agreement may be executed in one or more
counterparts, each of which when executed shall be deemed to be an original but
all of which shall constitute one and the same agreement.
Section 6.3 Entire Agreement. This Agreement, including the documents
and instruments referred to herein, constitutes the entire agreement and
supersedes all other prior agreements and undertakings, both written and oral,
among the parties, or any of them, with respect to the subject matter hereof.
In Witness Whereof, Holdco, Mergeco and the Company have caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.
HALLIBURTON COMPANY
HALLIBURTON COMPANY
AGREEMENT AND PLAN OF REORGANIZATION
10
By: /s/ Xxxxxx X. Xxxxxxx
_____________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
General Counsel
HALLIBURTON HOLD CO.
By: /s/ Xxxxxx X. Xxxxxxx
_____________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
HALLIBURTON MERGE CO.
By: /s/ Xxxxxx X. Xxxxxxx
_____________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
I, Xxxxx X. Xxxxx, Vice President and Secretary of Halliburton Company do
hereby certify that the Board of Directors of Halliburton Company has approved
and adopted this Agreement by duly authorized written consent dated December 5,
1996.
/s/ Xxxxx X. Xxxxx
______________________________________
Xxxxx X. Xxxxx
Vice President and Secretary
I, Xxxxx X. Xxxxx, Vice President and Secretary of Halliburton Hold
Co. do hereby certify that the Board of Directors of Halliburton Hold Co. has
approved and adopted this Agreement by duly authorized written consent dated
December 5, 1996.
/s/ Xxxxx X. Xxxxx
______________________________________
Xxxxx X. Xxxxx
Vice President and Secretary
HALLIBURTON COMPANY
AGREEMENT AND PLAN OF REORGANIZATION
11
I, Xxxxx X. Xxxxx, Vice President and Secretary of Halliburton Merge
Co. do hereby certify that the Board of Directors of Halliburton Merge Co. has
approved and adopted this Agreement by duly authorized written consent dated
December 5, 1996.
/s/ Xxxxx X. Xxxxx
______________________________________
Xxxxx X. Xxxxx
Vice President and Secretary
HALLIBURTON COMPANY
AGREEMENT AND PLAN OF REORGANIZATION
12
