UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G-A
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Numar Corporation
---------------------------------------------------------------
(Name of Issuer)
Common Stock
----------------------------------------------------------------
(Title of Class of Securities)
67052E105
-----------------------------
(CUSIP Number)
*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, an
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).
Page 1 of 8 Pages
<PAGE>
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CUSIP No. 67052E105 13G Page 2 of 4 Pages
- ------------------- -----------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aeneas Venture Corporation
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF 0 shares
SHARES ------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY ----
EACH ------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 0 shares
WITH ------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
----
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
<PAGE>
SCHEDULE 13G
------------
Item 1(a) Name of Issuer:
Numar Corporation
1(b) Address of Issuer's Principal Executive Offices:
508 Lapp Road
Malvern, PA 19355
Item 2(a) Name of Person Filing:
Aeneas Venture Corporation
2(b) Address of Principal Business Office or, if none, Residence:
Aeneas Venture Corporation
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts
2(c) Citizenship:
Delaware
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
67052E105
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b):
The entity filing is a wholly-owned subsidiary of the
endowment fund of Harvard University.
Item 4 Ownership:
4(a) Amount beneficially owned:
0 shares
4(b) Percent of Class:
0%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0 shares
(ii) shared power to vote or to direct the vote:
---------
Page 3 of 8 Pages
<PAGE>
(iii) sole power to dispose or to direct the disposition of:
0 shares
(iv) shared power to dispose or to direct the disposition of:
--------
Item 5 Ownership of Five Percent or Less of a Class:
This statement is being filed to report the fact that as
of January 31, 1995 the reporting person has ceased to be
the beneficial owner of more than five percent of the
class of securities.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
AENEAS VENTURE CORPORATION
By: /s/ Tami E. Nason
------------------------------
Name: Tami E. Nason
Title: Authorized Signatory
June 9, 1997
Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, attached hereto
as Exhibit A to this Schedule 13G-A is a copy of the initial 13G.
Page 4 of 8 Pages
3203059.03
<PAGE>
Exhibit A
---------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Numar Corporation
----------------------------------------------------------------
(Name of Issuer)
Common Stock
----------------------------------------------------------------
(Title of Class of Securities)
67052E105
-----------------------------
(CUSIP Number)
Check the following box if a fee is being paid with the statement [x] (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 ame dment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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).
Page 5 of 8 Pages
<PAGE>
- ------------------- -----------------
CUSIP No. 67052E105 13G Page 6 of 8 Pages
- ------------------- -----------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aeneas Venture Corporation
- --------------------------------------------------------------------------------
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF 969,841 shares
SHARES ------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY ----
EACH ------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 969,841 shares
WITH ------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
----
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
969,841 shares
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 8 Pages
3203059.03
<PAGE>
SCHEDULE 13G
------------
Item 1(a) Name of Issuer:
Numar Corporation
1(b) Address of Issuer's Principal Executive Offices:
263 Great Valley Parkway
Malvern, PA 19355
Item 2(a) Name of Person Filing:
Aeneas Venture Corporation
2(b) Address of Principal Business Office or, if none, Residence:
Aeneas Venture Corporation
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
2(c) Citizenship:
Delaware
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
67052E105
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b):
The entity filing is a wholly-owned subsidiary of the
endowment fund of Harvard University.
Item 4(a) Amount beneficially owned: 969,841 Shares
4(b) Percent of Class: 13.2%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
969,841 Shares
(ii) shared power to vote or to direct the vote:
--- shares
Page 7 of 8 Pages
3203059.03
<PAGE>
(iii) sole power to dispose or to direct the disposition of:
969,841 Shares
(iv) shared power to dispose or to direct the disposition of:
--- shares
Item 5 Ownership of Five Percent or less of a Class:
Although Item 4 reflects the reporting person's ownership as of
December 31, 1994, as of the date hereof, the reporting person
has ceased to be a beneficial owner of more than 5% of the
class of securities.
Item 6 Ownership of more than Five Percent on behalf of another person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company:
Not Applicable
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
AENEAS VENTURE CORPORATION
By: /s/ Verne O. Sedlacek
------------------------------
Name: Verne O. Sedlacek
Title: Treasurer
February , 1995
Page 8 of 8 Pages
3203059.03
