<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Numar Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
67052E105
(CUSIP Number)
Centennial Associates, L.P.
900 Third Avenue, New York, NY 10022
(212) 753-5150
Attention: Peter K. Seldin
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 27, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
(continued on following page(s))
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Cusip No.: 67052E105
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Centennial Associates, L.P.
(13-2860099)
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: Delaware
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 158,241
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 158,241
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
158,241
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.88%
14) Type of Reporting Person: PN
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Cusip No.: 67052E105
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Centennial Energy Partners, L.P.
(13-3793743)
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: Delaware
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 151,000
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 151,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
151,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.80%
14) Type of Reporting Person: PN
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Cusip No.: 67052E105
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Tercentennial Energy Partners, L.P.
(13-3877256)
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: Delaware
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 64,200
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 64,200
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
64,200
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.76%
14) Type of Reporting Person: PN
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Cusip No.: 67052E105
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Quadrennial Partners, L.P.
(13-3883223)
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: Delaware
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 26,300
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 26,300
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
26,300
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.31%
14) Type of Reporting Person: PN
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Cusip No.: 67052E105
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Joseph H. Reich & Co., Inc.
(13-3432270)
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: New York
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: -0-
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 9,900
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
9,900
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.12%
14) Type of Reporting Person: CO
<PAGE>
Cusip No.: 67052E105
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Joseph H. Reich
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 399,741
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 409,641
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 409,641
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.88%
14) Type of Reporting Person: IN
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Cusip No.: 67052E105
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Peter K. Seldin
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 399,741
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 409,641
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 409,641
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.88%
14) Type of Reporting Person: IN
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Cusip No.: 67052E105
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: Tracy S. Nagler
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 399,741
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 409,641
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 409,641
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.88%
14) Type of Reporting Person: IN
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Cusip No.: 67052E105
1) Name of Reporting Person and S.S. or I.R.S. Identification No. of Above
Person: G. Bryan Dutt
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
3) SEC Use Only:
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): [ ]
6) Citizenship or Place of Organization: United States
Number of (7) Sole Voting Power: -0-
Shares
Beneficially (8) Shared Voting Power: 399,741
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 399,741
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 399,741
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 4.76%
14) Type of Reporting Person: IN
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This Amendment No. 6 to schedule 13D, originally filed February 1,
1995 (the "Schedule 13D") by Centennial Associates, L.P., relates to the
common stock (the "Common Stock") of Numar Corporation (the "Company"), whose
principal executive offices are at 508 Lapp Road, Malvern, PA 19355. Unless
otherwise indicated all capitalized terms used herein shall have the same
meanings as set forth in the Schedule 13D. All information previously
disclosed in the 13D, except as set forth herein, is reconfirmed.
Item 5. Interest in Securities of the Issuer.
Items 5(a) of Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) As of the date hereof, (i) Centennial owns beneficially 158,241
shares of Common Stock, constituting approximately 1.88% of the shares
outstanding, (ii) Energy owns beneficially 151,000 shares of Common Stock,
constituting approximately 1.80% of the shares outstanding, (iii)Tercentennial
owns beneficially 64,200 shares of Common Stock, constituting approximately
0.76% of the shares outstanding, (iv) Quadrennial owns beneficially 26,300
shares of Common Stock, constituting approximately 0.31 of the shares
outstanding, (v) JHR & Co. owns beneficially 9,900 shares of Common Stock,
constituting approximately 0.12% of the shares outstanding, such shares being
held by it in a discretionary account (the "Managed Account") managed by JHR &
Co., (vi) each of Joseph H. Reich, Peter K. Seldin and Tracy S. Nagler own
beneficially 409,641 shares of Common Stock, representing the shares held by
each of the entities named in (i) through (v) above and (vii) G. Bryan Dutt
owns beneficially 399,741 shares of Common Stock, representing the shares held
by the entity named in (i) through (iv) above. In the aggregate, the
Reporting Persons beneficially own a total of 409,641 shares of Common Stock,
constituting approximately 4.88% of the shares outstanding.
The percentages used herein are based upon the 8,400,653 shares of Common
Stock stated by the Company to be outstanding as of April 25, 1997 in the
Company's Form 10-Q filed with the SEC for the quarter ended March 31, 1997.
Item 5(c) of Schedule 13D is hereby supplemented by the addition of
the following:
(c) All transactions in the Common Stock effected during the past
60 days by the Reporting Persons are set forth in Schedule A hereto. All such
transactions were open market transactions. No other transactions in the
Common Stock were effected by any of the Reporting Persons during the sixty
day period ending on the date hereof.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true complete and correct.
Dated: July 7, 1997
CENTENNIAL ASSOCIATES, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin
General Partner
CENTENNIAL ENERGY PARTNERS, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin
General Partner
TERCENTENNIAL ENERGY PARTNERS, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin
General Partner
QUADRENNIAL PARTNERS, L.P.
By: /s/Peter K. Seldin
Peter K. Seldin
General Partner
JOSEPH H. REICH & CO., INC.
By: /s/Peter K. Seldin
Peter K. Seldin
Vice President
/s/Joseph H. Reich
Joseph H. Reich
/s/Peter K. Seldin
Peter K. Seldin
/s/Tracy S. Nagler
Tracy S. Nagler
/s/G. Bryan Dutt
G. Bryan Dutt
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Schedule A
OPEN MARKET TRANSACTIONS
Date of No. of Shares
Transaction Purchased\(Sold) Price Per Share
Centennial Energy Partners, L.P.
April 28, 1997 (10,000) 20.4792
April 29, 1997 (3,500) 22.3750
June 9, 1997 (3,500) 20.5000
June 18, 1997 (15,000) 37.0000
June 26, 1997 (26,000) 35.6870
June 27, 1997 (26,000) 36.4028
June 27, 1997 (48,500) 36.3014
June 30, 1997 (40,000) 37.4375
July 1, 1997 (1,500) 37.6250
July 1, 1997 (10,000) 38.0714
TERCENTENNIAL ENERGY PARTNERS, L.P.
April 28, 1997 (5,000) 20.4792
June 26, 1997 (10,000) 35.6870
June 27, 1997 (13,000) 36.4028
June 27, 1997 (24,500) 36.3014
July 1, 1997 (20,000) 38.0714
July 1, 1997 (2,800) 37.6250
July 2, 1997 (15,000) 39.3000
QUADRENNIAL PARTNERS, L.P.
April 29, 1997 (1,500) 22.3750
June 6, 1997 (5,000) 20.5000
June 9, 1997 (1,000) 20.5000
June 26, 1997 (5,000) 35.6870
June 27, 1997 (5,000) 36.4028
June 27, 1997 (10,000) 36.3014
July 1, 1997 (5,000) 38.0714
July 1, 1997 (700) 37.6250
July 2, 1997 (10,000) 39.3000
Joseph H. Reich & Co., Inc.
June 9, 1997 ( 500) 20.5000
June 23, 1997 (2,500) 35.8750
June 26, 1997 (5,000) 35.6870
June 27, 1997 (1,000) 36.4028
June 27, 1997 (2,000) 36.3014
July 2, 1997 (1,000) 39.3000
