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1996 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K405/A (Mark One) X AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended DECEMBER 31, 1996 ----------------- OR _ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to ---------------- --------------- Commission File Number 1-4601 SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED) ---------------------------------------- (Exact name of registrant as specified in its charter) NETHERLANDS ANTILLES 52-0684746 - --------------------------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 277 PARK AVENUE NEW YORK, NEW YORK, U.S.A. 10172-0266 42, RUE SAINT DOMINIQUE PARIS, FRANCE 75007 LAAN VAN MEERDERVOORT 55, THE HAGUE, THE NETHERLANDS 2517 AG - ----------------------- ------------- (Addresses of principal (Zip Codes) executive offices) Registrant's telephone number in the United States, including area code, is: (212) 350-9400. (Cover page 1 of 2 pages) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered - ------------------- --------------------------- COMMON STOCK, PAR VALUE $0.01 NEW YORK STOCK EXCHANGE PARIS STOCK EXCHANGE THE LONDON STOCK EXCHANGE AMSTERDAM STOCK EXCHANGE BRUSSELS STOCK EXCHANGE FRANKFURT STOCK EXCHANGE SWISS STOCK EXCHANGE TOKYO STOCK EXCHANGE Securities registered pursuant to Section 12 (g) of the Act: NONE Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO -- -- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of FEBRUARY 24, 1997, the aggregate market value of the voting stock held by non-affiliates, calculated on the basis of the closing price on the NYSE Composite Tape, was $25,137,762,086.50. As of FEBRUARY 24, 1997, Number of Shares of Common Stock Outstanding: 246,738,929. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents have been incorporated herein by reference into the Parts indicated: DEFINITIVE PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 9, 1997 ("PROXY STATEMENT") PART III. (Cover page 2 of 2 pages) SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this 10-K405/A report to be signed on its behalf by the undersigned, thereunto duly authorized. SCHLUMBERGER LIMITED Date: May 2, 1997 By : /s/ Arthur Lindenauer --------------------- Arthur Lindenauer Executive Vice President - Finance; Chief Financial Officer and Chief Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Title - ----------------------------- -------------------------- * _____________________________ Director, Chairman, President D. Euan Baird and Chief Executive Officer /s/ Arthur Lindenauer Executive Vice President - ----------------------------- Finance; Chief Financial Officer Arthur Lindenauer and Chief Accounting Officer * _____________________________ Director Don E. Ackerman * _____________________________ Director Denys Henderson * _____________________________ Director Andre Levy-Lang * _____________________________ Director William T. McCormick, Jr. 50 Name Title - ----------------------------- -------------------------- * _____________________________ Director Didier Primat * _____________________________ Director Sven Ullring * _____________________________ Director Nicolas Seydoux * _____________________________ Director Linda G. Stuntz * _____________________________ Director Eiji Umene /s/ David S. Browning May 2, 1997 - ----------------------------- * By David S. Browning Attorney-in-Fact 51 52
INDEX TO EXHIBITS Exhibit Page Deed of Incorporation as last amended on May 21, 1987, incorporated by reference to Exhibit 3 to Form 10-K for 1992 3 - By-Laws as last amended on October 20, 1993, incorporated by reference to Exhibit 3 to Form 10-K for 1993 3 - Schlumberger 1994 Stock Option Plan, as amended, incorporated by reference to Exhibit 10(a) to Form 10-K for year 1995 10(a) - Schlumberger Limited Supplementary Benefit Plan, as amended, on January 1, 1995 10(b) 53 Schlumberger 1989 Stock Incentive Plan, as amended, incorporated by reference to Exhibit 10(c) to Form 10-K for year 1995 10(c) - Schlumberger 1979 Stock Incentive Plan, as amended, incorporated by reference to Exhibit 10(c) to Annual Report 10-K filed for year 1992 10(d) - Schlumberger 1979 Incentive Stock Option Plan, as amended, incorporated by reference to Exhibit 10(d) to Annual Report 10-K filed for year 1992 10(e) - Schlumberger Restoration Savings Plan, incorporated by reference to Exhibit 10(f) to Form 10-K for year 1995 10(f) - Subsidiaries 21 77 Consent of Independent Accountants 23 78 Powers of Attorney dated January 24, 1997: 24 D. Euan Baird (a) 79 Don E. Ackerman (b) 80 Denys Henderson (c) 81 Andre Levy-Lang (d) 82 William T. McCormick, Jr. (e) 83 Didier Primat (f) 84 Nicolas Seydoux (g) 85 Linda G. Stuntz (h) 86 Sven Ullring (i) 87 Eiji Umene (j) 88 Additional Exhibits: Financial Data Schedule 27 90 Form S-8 Undertakings 99 89