SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1)
Halliburton Company
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
406216101
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(CUSIP NUMBER)
March 17, 2005
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 406216101 13G/A Page 2 of 5
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1. NAME OF REPORTING PERSON:
DII Industries, LLC Asbestos PI Trust
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-2111454
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION:
Pennsylvania
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5. SOLE VOTING POWER
NUMBER OF 0
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SHARES 6. SHARED VOTING POWER
BENEFICIALLY 0
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OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON WITH 8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12. TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 406216101 13G/A Page 3 of 5
This Amendment No. 1 to Schedule 13G is being filed to report the reporting
person's agreement to sell 59,500,000 shares of common stock of the Issuer in a
firm commitment underwritten offering pursuant to the Underwriting Agreement,
dated as of March 17, 2005, by and among DII Industries, LLC Asbestos PI Trust,
Halliburton Company, J.P. Morgan Securities Inc., Goldman, Sachs & Co. and
Citigroup Global Markets Inc., as representatives of the several Underwriters
named in Schedule I thereto. Such sale is expected to close on March 23, 2005.
ITEM 1. (A) NAME OF ISSUER: Halliburton Company
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 5 Houston
Center, 1401 McKinney, Suite 2400, Houston, TX 77010
ITEM 2. (A) NAME OF PERSON FILING: DII Industries, LLC Asbestos PI Trust
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
2716 Lee St., Suite 500, Greenville, TX 75401
(C) CITIZENSHIP: Trust governed by the laws of the State of
Pennsylvania
(D) TITLE OF CLASS OF SECURITIES: Common Stock
(E) CUSIP NUMBER: 406216101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
OR (c), CHECK WHETHER THE PERSON FILING IS A:
NOT APPLICABLE
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 0
(b) Percent of class: Not Applicable
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct to the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following |X|.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON.
NOT APPLICABLE
CUSIP No. 406216101 13G/A Page 4 of 5
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
NOT APPLICABLE
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
CUSIP No. 406216101 13G/A Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
March 21, 2005
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Date
DII Industries, LLC Asbestos PI Trust
By: /s/ Alan Kahn
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Signature
Alan Kahn, Managing Trustee
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Name/Title