e425
Filed by Halliburton Company
Pursuant to Rule 425 of the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended
Halliburton Company (File No.: 1-03492)
Subject Company: Boots & Coots, Inc. (File No: 1-13817)
[Article from Halliburton Companys employee newsletter]
From the President
Linked at the roots to Boots & Coots
By Dave Lesar, chairman, president and CEO
Sometime this summer, its our intention to welcome Boots & Coots to the Halliburton family.
Combining its talents with ours will be a great fit, and a natural outcome for two companies that
have a shared heritage in the oilwell services business. Boots & Coots provides services from
pre-engineering, planning and prevention services to well completion, re-entry and repair, and
emergency response and mitigation. Confidence under pressure is the companys watchword, and that
alone points to our matching cultures.
Boots & Coots traces its roots to Myron Kinley, who, with his father, was the first to put out a
well fire using explosives. That was in California in 1913, a few years before Erle P. Halliburton
started his company in Oklahoma. The young Kinley started his own company, the M.M. Kinley Company,
in 1923, taking it to international fame in 1931, when he went to Romania to put out a fire that
had raged for two years. The caved-in well had made a crater 250 feet wide and 65 feet deep, filled
with ground fires and a web of melted pipeline. It took Kinley six months to lick the fire.
A tough, determined well-fire fighter named Paul Red Adair joined the M.M. Kinley Company in
1946, followed in the next several years by Asger Boots Hansen and Edward Owen Coots Matthews
(who joined Kinley after working at Halliburton for 10 years).
After nearly 14 years with Kinley, Red Adair formed the Red Adair Company, and Boots Hansen and
Coots Matthews signed on with him within a few years. Their first job as Red Adair Company was in
Hull-Daisetta, Texas and the referral came from one of Coots old friends from Halliburton.
On average, the threesome and its team controlled more than 42 oilwell fires and blowouts per year,
inland and offshore, all over the world, including the Devils Cigarette Lighter in Gassi Touil,
Algeria, in 1961.
In 1978, Boots Hansen and Coots Matthews left the Adair Company to form Boots & Coots. In 1990,
Boots & Coots was the first oilwell fire-fighting company contacted by the Kuwaiti government to
battle the oilwell fires ignited in Kuwait at the close of the first Persian Gulf War. Boots &
Coots specialists arrived in Kuwait at the end of February 1991, and, at the completion of the job,
they had capped 128 of the most difficult wells.
When Red Adair retired in 1994, he sold his company to Global Industries. A short time later, the
senior management of the Red Adair Company formed International Well Control (IWC). The new
companys path intersected with Halliburtons when the two joined forces to create the WellCall
Alliance. A few years later, Boots and Coots sold their company to IWC, which, wisely, kept the
legendary name, Boots & Coots.
From 2001 through 2009, Boots & Coots followed a purposeful growth path, with acquisitions and
expansions that broadened the companys offerings to include every aspect of well control and fire
prevention, as well as a pressure control tool rental business.
Obviously, our two companies have deeply intertwined histories. As we look forward to combining our
talents, resources and cultures, I believe the most satisfying aspect of this process will be
getting to know our Boots & Coots colleagues. I will keep you informed as we move closer to
finalizing this exciting new relationship.
Please keep in mind: There are guidelines and restrictions regarding communications between
Halliburton and Boots & Coots employees between now and the closure of this transaction, and as the
two companies form planning teams regarding the integration. Beverly Stafford, director of Mergers
and Acquisitions Integrations (and a 2009 graduate of the Presidents Leadership Excellence
Program), will lead these efforts for Halliburton. Please contact her if you have any questions
about what is permissible during the next few months.
The merger is expected to close in the summer of 2010, subject to regulatory approvals, approval by
Boots & Coots stockholders and other conditions set forth in the merger agreement with Boots &
Coots.
As always, if you have anything youd like to discuss, please contact me.
This article is intended for employees of Halliburton only and is included in HalWorld for
information purposes only. It is not intended to be a solicitation of any vote or approval of the
transaction described in the article.
Forward-Looking Statements
Statements set forth in this document that are not historical statements, including statements
regarding future financial performance, the merger (including the valuation, benefits, results,
effects and timing thereof), the attributes of Boots & Coots role as a subsidiary of Halliburton
and whether and when the transactions contemplated by the merger agreement will be consummated, are
forward-looking statements within the meaning of the federal securities laws. These statements are
subject to numerous risks and uncertainties, many of which are beyond the companys control, which
could cause actual results to differ materially from the results expressed or implied by the
statements. These risks and uncertainties include, but are not limited to: the failure to receive
the approval of Boots & Coots stockholders; satisfaction of the conditions to the closing of the
merger; costs and difficulties related to integration of Boots & Coots businesses and operations;
delays, costs and difficulties relating to the merger; results of cash/stock elections of Boots &
Coots stockholders; changes in the demand for or price of oil and/or natural gas which has been
significantly impacted by the worldwide recession and the worldwide financial and credit crisis;
consequences of audits and investigations by domestic and foreign government agencies and
legislative bodies and related publicity; potential adverse proceedings by such agencies;
protection of intellectual property rights; compliance with environmental laws; changes in
government regulations and regulatory requirements, particularly those related to radioactive
sources, explosives, and chemicals; compliance with laws related to income taxes and assumptions
regarding the generation of future taxable income; unsettled political conditions, war, and the
effects of terrorism, foreign operations, and foreign exchange rates and controls; weather-related
issues including the effects of hurricanes and tropical storms; changes in capital spending by
customers; delays or failures by customers to make payments owed to us; execution of long-term,
fixed-price contracts; impairment of oil and gas properties; structural changes in the oil and
natural gas industry; maintaining a highly skilled workforce; availability of raw materials; and
integration of acquired businesses and operations of joint ventures. Halliburtons and Boots &
Coots reports on Form 10-K for the year ended December 31, 2009, recent Current Reports on Form
8-K, and other Securities and Exchange Commission (SEC) filings discuss some of the important
risk factors identified that may affect the business, results of operations, and financial
condition. Halliburton and Boots & Coots undertake no obligation to revise or update publicly any
forward-looking statements for any reason.
Additional Information
In connection with the proposed merger, Halliburton and Boots & Coots intend to file materials
relating to the transaction with the SEC, including a registration statement of Halliburton, which
will include a prospectus of Halliburton and a proxy statement of Boots & Coots. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HALLIBURTON, BOOTS & COOTS AND THE
PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the registration
statement and the proxy statement/prospectus when they are available and other documents containing
information about Halliburton and Boots & Coots, without charge, at the SECs web site at
www.sec.gov. Copies of Halliburtons SEC filings may also be obtained for free by directing a
request to investors@halliburton.com (Halliburton; 1-281-871-2688). Copies of the Boots & Coots
SEC filings may also be obtained for free by directing a request to
investorrelations@boots-coots.com (Boots & Coots; 1-281-931-8884).
Participants in Solicitation
Halliburton and Boots & Coots and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from Boots & Coots stockholders in respect of
the merger. Information about these persons can be found in Halliburtons proxy statement relating
to its 2010 Annual Meeting of Stockholders, as filed with the SEC on April 5,
2010, Boots & Coots proxy statement relating to its 2009 Annual Meeting of Stockholders, as filed
with the SEC on April 22, 2009, and Boots & Coots Current Reports on Form 8-K, as filed with the
SEC on July 2, 2009 and March 5, 2010. These documents can be obtained free of charge from the
sources indicated above. Additional information about the interests of such persons in the
solicitation of proxies in respect of the merger will be included in the registration statement and
the proxy statement/prospectus to be filed with the SEC in connection with the proposed
transaction.