SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 4, 2003
SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)
(Exact name of registrant as specified in its charter)
| Netherlands Antilles | 1-4601 | 52-0684746 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 153 East 53rd Street, 57th Floor | ||
| New York, New York | 10022-4624 | |
| 42, rue Saint-Dominique | ||
| Paris, France | 75007 | |
| Parkstraat 83, | ||
| The Hague, | ||
| The Netherlands | 2514 JG | |
| (Addresses of principal executive offices) | (Zip or Postal Codes) | |
Registrant’s telephone number in the United States, including area code: (212) 350-9400
Item 5.
On June 4, 2003, Schlumberger Limited announced the pricing of $850,000,000 principal amount of its 1.500% Series A Convertible Debentures due June 1, 2023 and $450,000,000 principal amount of its 2.125% Series B Convertible Debentures due June 1, 2023. Attached hereto as Exhibit 99.1 and incorporated by reference herein is the June 4, 2003 Schlumberger Limited press release. The sale of the debentures closed on June 9, 2003.
| Item 7. | FINANCIAL STATEMENTS AND EXHIBITS |
(c) Exhibits
99.1 June 4, 2003 Schlumberger Limited press release.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCHLUMBERGER N.V. | ||
| (SCHLUMBERGER LIMITED) | ||
| By: |
/S/ FRANK A. SORGIE | |
| Frank A. Sorgie | ||
| Chief Accounting Officer | ||
Date: June 10, 2003
Exhibit 99.1
Schlumberger Announces the Pricing of Its Senior Convertible Debentures
NEW YORK, June 4, 2003—Schlumberger Limited (NYSE: SLB) announced today the pricing of $850,000,000 principal amount of its Series A Convertible Debentures due June 1, 2023 and $450,000,000 principal amount of its Series B Convertible Debentures due June 1, 2023. These are being sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to non-U.S. investors pursuant to Regulation S under the Securities Act. The initial purchasers of the debentures will have an option to purchase up to $125,000,000 of additional Series A debentures and up to $75,000,000 of additional Series B debentures.
Each $1,000 principal amount of Series A debentures will be convertible, at the holder’s option, into 13.8 shares of common stock of Schlumberger Limited which represents a 51% conversion premium based on the closing price of $47.90 on June 3, 2003. Each $1,000 principal amount of Series B debentures will be convertible, at the holder’s option, into 12.5 shares of common stock of Schlumberger Limited which represents a 67% conversion premium based on the closing price of $47.90 on June 3, 2003. The Series A debentures will pay a cash interest at a rate of 1.5% per annum, and the Series B debentures will pay a cash interest at a rate of 2.125% per annum. The Series A debentures will have an initial put and call at five years, and the Series B debentures will have an initial put and call at seven years.
Schlumberger intends to use the proceeds of this offering to retire debt.
This notice does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering circular. The debentures and the shares of common stock of Schlumberger Limited issuable upon conversion of the debentures have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from registration requirements.
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About Schlumberger
Schlumberger is a global oilfield and information services company with major activity in the energy industry. The company employs 78,000 people of more than 140 nationalities working in 100 countries and consists of three business segments. Schlumberger Oilfield Services is the world’s premier oilfield services company supplying a wide range of technology services and solutions to the international oil and gas industry. WesternGeco, jointly owned with Baker-Hughes, is the world’s largest and most advanced surface seismic company.
SchlumbergerSema is a leading supplier of IT consulting, systems integration, and network and infrastructure services to the energy industry, as well as to the public sector, telecommunications and finance markets. In 2002, Schlumberger revenue was $13.5 billion.
For further information, contact:
Christian Lange
Director of Investor Relations
Tel: +1 212 350 9432
lange@new-york.sl.slb.com
Paulo Loureiro
Investor Relations Manager
Tel: +1 212 350 9432
loureiro@new-york.sl.slb.com