SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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 6, 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))
<PAGE>
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
<PAGE>
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: 318,000
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 318,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
318,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 3.79%
14) Type of Reporting Person: PN
<PAGE>
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: 149,500
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 149,500
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
149,500
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 1.78%
14) Type of Reporting Person: PN
<PAGE>
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: 61,000 Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 61,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
61,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.73%
14) Type of Reporting Person: PN
<PAGE>
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: 21,400
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
21,400
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 0.25%
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: 686,741
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 708,141
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 708,141
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.43%
14) Type of Reporting Person: IN
<PAGE>
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: 686,741
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 708,141
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 708,141
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.43%
14) Type of Reporting Person: IN
<PAGE>
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: 686,741
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 708,141
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 708,141
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.43%
14) Type of Reporting Person: IN
<PAGE>
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: 686,741
Owned by
Each (9) Sole Dispositive Power: -0-
Reporting
Person With (10) Shared Dispositive Power: 686,741
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 686,741
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13) Percent of Class Represented by Amount in Row (11): 8.17%
14) Type of Reporting Person: IN
<PAGE>
This Amendment No. 5 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 2 of Schedule 13D is hereby amended and restated in its entirety as
follows:
(a)This statement is filed by (i) Centennial Associates, L.P.
("Centennial"), a Delaware limited partnership, with respect to Common Stock
held by it; (ii) Centennial Energy Partners, L.P.("Energy"), a Delaware limited
partnership, with respect to Common Stock held by it; (iii) Tercentennial Energy
Partners, L.P. ("Tercentennial"), a Delaware limited partnership, with respect
to Common Stock held by it; (iv) Quadrennial Partners, L.P. ("Quadrennial"), a
Delaware limited partnership,
with respect to Common Stock held by it; (v) Joseph H. Reich & Co., Inc. ("JHR
& Co."), a New York corporation, with respect to Common Stock held in a
discretionary account (the "Managed Account") managed by JHR & Co.; (vi) each of
Joseph H. Reich, Peter K. Seldin and Tracy S. Nagler with respect to shares of
Common Stock held by each of the entities named in (i) through (v) above; and
(vii) G. Bryan Dutt with respect to shares of common stock held by the entities
named in (i)through (iv) above. Centennial, Energy, Tercentennial and
Quadrennial are collectively referred to herein as the "Partnerships".
Centennial, Energy, Tercentennial, Quadrennial, JHR & Co., Mr. Reich, Mr.
Seldin, Ms. Nagler and Mr. Dutt are collectively referred to herein as the
"Reporting Persons". The general partners of Centennial, Energy, Tercentennial
and Quadrennial are Joseph H. Reich, Peter K. Seldin, Tracy S. Nagler and G.
Bryan Dutt. Mr. Reich is the President, sole Shareholder and sole Director of
JHR & Co. Mr. Seldin is the Vice President of JHR & Co. Ms. Nagler is the
Chief Financial Officer of JHR & Co. Any disclosures herein with respect to
other than the Reporting Persons are made on information and belief.
(b) The principal business address of each of the Reporting Persons is
900 Third Avenue, New York, New York 10022.
(c) The principal business of Centennial, Energy, Tercentennnial and
Quadrennial is that of engaging in the purchase and sale of securities for
investment for its own account. The principal business of JHR & Co. is that of
providing administrative and management services to the Partnerships. The
present principal occupation of Mr. Reich is Managing General Partner of the
Partnerships and President of JHR & Co. Mr. Seldin's present principal
occupation is General Partner of the Partnerships and Vice President of JHR &
Co. Ms. Nagler's present principal occupation is General Partner of the
Partnerships and Chief Financial Officer of JHR & Co. Mr. Dutt's present
principal occupation is General Partner of the Partnerships.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
(f) Centennial, Energy, Tercentennial and Quadrennial are Delaware
limited partnerships. JHR & Co. is a New York Corporation. Mr. Reich, Mr.
Seldin, Ms. Nagler and Mr. Dutt are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is hereby supplemented by the addition of the
following:
The purchase price (excluding commissions, if any) of $147,372 for
the 9,500 shares of the Common Stock purchased by Centennial was furnished from
contributions made to Centennial by the partners of Centennial.
The purchase price (excluding commissions, if any) of $69,688 for the
5,000 shares of the Common Stock purchased by Energy was furnished from
contributions made to Energy by the partners of Energy.
The purchase price (excluding commissions, if any) of $232,125 for
the 15,000 shares of the Common Stock purchased by Tercentennial was furnished
from contributions made to Tercentennial by the partners of Tercentennial.
The purchase price (excluding commissions, if any) of $75,250 for the
5,000 shares of the Common Stock purchased by Quadrennial was furnished from
contributions made to Quadrennial by the partners of Quadrennial.
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 318,000 shares of Common Stock,
constituting approximately 3.79% of the shares outstanding, (iii) Tercentennial
owns beneficially 149,500 shares of Common Stock, constituting approximately
1.78% of the shares outstanding, (iv) Quadrennial owns beneficially 61,000
shares of Common Stock, constituting approximately 0.73 of the shares
outstanding, (v) JHR & Co. owns beneficially 21,400 shares of Common Stock,
constituting approximately 0.25% 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 708,141 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 686,741 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 708,141 shares of Common Stock, constituting
approximately 8.43% 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.
<PAGE>
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: June 17, 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
<PAGE>
Schedule A
OPEN MARKET TRANSACTIONS
Date of No. of Shares
Transaction Purchased\(Sold) Price Per Share
Centennial Associates, L.P.
April 17, 1997 (5,000) 18.7500
April 18, 1997 (5,000) 18.8750
April 25, 1997 (2,500) 20.0000
Centennial Energy Partners, L.P.
April 25, 1997 (2,500) 20.0000
April 28, 1997 (10,000) 20.4792
April 29, 1997 (3,500) 22.3750
June 9, 1997 (3,500) 20.5000
TERCENTENNIAL ENERGY PARTNERS, L.P.
April 28, 1997 ( 5,000) 20.4792
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
Joseph H. Reich & Co., Inc.
June 9, 1997 ( 500) 20.5000
