As filed with the Securities and Exchange Commission on August 28, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________
SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
(Exact name of registrant as specified in its charter)
NETHERLANDS ANTILLES 1389 52-0684746
(STATE OR OTHER JURISDICTION OF INCORPORATION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
42 RUE SAINT-DOMINIQUE 277 PARK AVENUE PARKSTRAAT 83
PARIS, FRANCE 75007 NEW YORK, NEW YORK, USA 10172 THE HAGUE,
(33-1) 4062-1000 (212) 350-9400 THE NETHERLANDS
2514 JG
(31-70) 310-5447
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
___________________
DAVID S. BROWNING, ESQ.
GENERAL COUNSEL AND SECRETARY
SCHLUMBERGER LIMITED
277 PARK AVENUE
NEW YORK, NEW YORK 10172-2066
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
____________________
COPY TO:
MOULTON A. GOODRUM, JR.
BAKER & BOTTS, L.L.P.
3000 ONE SHELL PLAZA
HOUSTON, TEXAS 77002-4995
(713) 229-1234
__________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after all conditions to the merger (the "Merger") of Camco
International Inc. ("Camco") with a subsidiary of Registrant pursuant to that
certain Agreement and Plan of Merger dated as of June 18, 1998 (the "Merger
Agreement") have been satisfied.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Reg. No. 333-59961
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [_]
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CALCULATION OF REGISTRATION FEE
========================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 500,000 N/A $28,875,000 $8,519
========================================================================================================================
(1) Supplements the 45,000,000 shares of common stock of the Registrant
previously registered on Form S-4 (Reg. No. 333-59961) such that the total
amount registered is no less than the number of shares of common stock of
the Registrant to be issued in the Merger to holders of common stock of
Camco determined in accordance with the terms of the Merger Agreement (1.18
shares of common stock of the Registrant for each outstanding share of
common stock of Camco) and based on the number of shares of common stock of
Camco outstanding on August 27, 1998.
(2) Reflects the market price of the Common Stock of Camco to be exchanged for
Common Stock of the Registrant in connection with the Merger described in
this Registration Statement computed in accordance with Rule 457(c) and
Rule 457(f)(1) under the Securities Act of 1933, as amended, based upon the
average of the high and low prices of the Common Stock of Camco as reported
by the New York Stock Exchange, Inc. on August 27, 1998 ($57.75). The
proposed maximum aggregate offering price is estimated solely to determine
the registration fee.
This Registration Statement on Form S-4 is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and amends the Registrant's
earlier Registration Statement on Form S-4 (Reg. No. 333-59961) filed with the
Securities and Exchange Commission on July 27, 1998, which is incorporated by
reference herein by this reference.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1* -- Agreement and Plan of Merger dated as of June 18, 1998 among
Schlumberger Technology Corporation and Camco International Inc.
(incorporated by reference to Exhibit 2.1 to Schlumberger's Form
8-K dated June 18, 1998, File 001-04601).
3.1* -- Deed of Incorporation of Schlumberger, as amended (incorporated
by reference to Exhibit 3(i) to Schlumberger's Form 10-Q for the
quarter ended December 31, 1993, File 001-04601).
3.2* -- By-laws of Schlumberger, as amended (incorporated by reference to
Exhibit 3 to Schlumberger's Form 10-K for the year ended December
31, 1993, File 001-04601).
5.1 -- Opinion of David S. Browning, regarding legality of securities.
8.1* -- Opinion of Baker & Botts, L.L.P., regarding certain tax matters
(incorporated by reference to Exhibit 8.1 to Schlumberger's
Registration Statement on Form S-4, Reg. No. 333-59961).
8.2* -- Opinion of Fulbright & Jaworski LLP, regarding certain tax
matters (incorporated by reference to Exhibit 8.2 to
Schlumberger's Registration Statement on Form S-4, Reg.
No. 333-59961).
23.1 -- Consent of PricewaterhouseCoopers LLP, with respect to the
financial statements of Schlumberger.
23.2 -- Consent of Arthur Andersen LLP, with respect to the financial
statements of Camco.
23.3 -- Consent of David S. Browning (including on Exhibit 5.1).
23.4* -- Consent of Baker & Botts, L.L.P. (included in Exhibit 8.1).
23.5* -- Consent of Fulbright & Jaworski LLP (included in Exhibit 8.2).
24.1* -- Powers of Attorney for Schlumberger's directors (incorporated by
reference to Exhibit 24.1 to Schlumberger's Registration
Statement on Form S-4, Reg. No. 333-59961).
99.1* -- Proxy card for use at Special Meeting of Camco (incorporated by
reference to Exhibit 99.1 to Schlumberger's Registration
Statement on Form S-4, Reg. No. 333-59961).
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* Incorporated by reference.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on August 28, 1998.
SCHLUMBERGER N.V.
(Schlumberger Limited)
By: /s/ Arthur Lindenauer
------------------------------------
Arthur Lindenauer
Executive Vice President--Finance;
Chief Financial Officer and
Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on August 28,
1998 in the capacities indicated.
* /s/ D. Euan Baird */s/ William T. McCormick, Jr.
- ---------------------------------- -------------------------------------
D. Euan Baird William T. McCormick, Jr.
Director, Chairman, President Director
and Chief Executive Officer
/s/ Arthur Lindenauer */s/ Didier Primat
- ---------------------------------- -------------------------------------
Arthur Lindenauer Didier Primat
Executive Vice President - Finance; Director
Chief Financial Officer and Chief
Accounting Officer
*/s/ Don E. Ackerman */s/ Nicolas Seydoux
- ---------------------------------- -------------------------------------
Don E. Ackerman Nicolas Seydoux
Director Director
*/s/ John Deutch */s/ Linda Gillespie Stuntz
- ---------------------------------- -------------------------------------
John Deutch Linda Gillespie Stuntz
Director Director
*/s/ Victor E. Grijalva */s/ Sven Ullring
- ---------------------------------- -------------------------------------
Victor E. Grijalva Sven Ullring
Vice Chairman and Director Director
*/s/ Denys Henderson */s/ Yoshihiko Wakumoto
- ---------------------------------- -------------------------------------
Denys Henderson Yoshihiko Wakumoto
Director Director
*/s/ Andre Levy-Lang
- ----------------------------------
Andre Levy-Lang
Director
*By /s/ Arthur Lindenauer
------------------------------
Arthur Lindenauer,
as Attorney-in-fact
EXHIBIT 5.1
August 28, 1998
Schlumberger Limited
277 Park Avenue
New York, New York 10172
Gentlemen:
I am General Counsel of Schlumberger Limited ("Schlumberger"), and, as
set forth in the Registration Statement on Form S-4 (the "Registration
Statement") filed by Schlumberger under the Securities Act of 1933, as amended,
relating to 500,000 shares of Common Stock, par value $.01 per share, of
Schlumberger (the "Shares"), I am passing upon for you certain legal matters in
connection with the securities so offered for Schlumberger. As set forth in the
Registration Statement, the Shares supplement the 45,000,000 shares of common
stock of Schlumberger previously registered by Schlumberger on a Form S-4
Registration Statement (Reg. No. 333-59961) such that the aggregate number of
shares registered are no less than the maximum number of shares deliverable upon
consummation of the merger of Schlumberger OFS, Inc. ("OFS"), a wholly owned
subsidiary of Schlumberger Technology Corporation ("STC"), with and into Camco
International Inc. ("Camco") pursuant to a Merger Agreement dated as of June 18,
1998 (the "Merger Agreement") among STC, OFS and Camco. At your request, this
opinion of counsel is being furnished for filing as Exhibit 5 to the
Registration Statement.
I am a member only of the New York and Texas bars, and I am not
admitted to practice in, nor do I hold myself out as an expert on the laws of,
the Netherlands Antilles. I have, however, consulted with the law firm of
Smeets Thesseling Van Bokhorst Spigt, which is qualified to practice in the
Netherlands Antilles and which I consider an expert on the laws of such
jurisdiction. Insofar as the opinions expressed below involve conclusions as to
matters governed by the laws of the Netherlands Antilles, I am relying on the
opinion of such counsel.
In my capacity as General Counsel of Schlumberger, I am familiar with
the Deed of Incorporation, as amended, and the By-Laws of Schlumberger and have
familiarized myself with the Merger Agreement and have examined all statutes and
other records, instruments and documents pertaining to Schlumberger that I have
deemed necessary to examine for the purposes of this opinion.
Based upon my examination as aforesaid, I am of the opinion that the
Shares have been duly authorized by resolution of the Board of Directors of
Schlumberger and, when delivered pursuant to the Merger Agreement, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Proxy Statement/Prospectus contained in the Registration
Statement.
Very truly yours,
David S. Browning
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Schlumberger Limited of our report dated January 21,
1998, appearing on page 44 of the issuer's Annual Report on Form 10-K for the
year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
August 28, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 10,
1998 included in Camco International Inc.'s Form 10-K for the year ended
December 31, 1997, and to all references to our Firm included in this
registration.
ARTHUR ANDERSEN LLP
Houston, Texas
August 28, 1998
