<PAGE>
As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. 333-92843
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
SCHLUMBERGER N.V.
(Schlumberger Limited)
(Exact name of registrant as specified in its charter)
Netherlands Antilles 52-0684746
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
277 Park Avenue 42, Rue Saint-Dominique Parkstraat 83, The Hague
New York, New York Paris, France The Netherlands
10172-2066 75007 2514 JG
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
James L. Gunderson, Esq.
General Counsel and Secretary
Schlumberger Limited
277 Park Avenue
New York, New York 10172-2066
(212) 350-9400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copy to:
J. David Kirkland, Jr., Esq.
Baker Botts L.L.P.
3000 One Shell Plaza
910 Louisiana
Houston, Texas 77002
(713) 229-1101
----------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may change. This +
+prospectus is included in a registration statement that we filed with the +
+Securities and Exchange Commission. The selling holder cannot sell these +
+securities until that registration statement becomes effective. This +
+prospectus is not an offer to sell these securities and is not soliciting an +
+offer to buy these securities in any state where the offer or sale is not +
+permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 10, 2000
PROSPECTUS
LOGO FOR SCHLUMBERGER LIMITED APPEARS HERE
15,153,018 Shares
Common Stock
Schlumberger Limited
277 Park Avenue
New York, New York 10172-2066
(212) 350-9400
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This prospectus covers the offer and sale of common stock by Dow Financial
Holdings Inc., the selling holder. We will not receive any proceeds from these
sales.
The selling holder may offer and sell the shares from time to time. The
selling holder may offer the shares at prevailing market prices, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices.
The common stock is quoted on the New York Stock Exchange under the symbol
SLB. On January 7, 2000, the last reported sale price of the common stock on
the New York Stock Exchange was $58 13/16.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
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The date of this Prospectus is January 10, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Schlumberger Limited.................................................... 2
Forward-Looking Statements.............................................. 2
Use of Proceeds......................................................... 4
The Selling Holder...................................................... 4
Plan of Distribution.................................................... 4
Description of Capital Stock............................................ 6
Legal Matters........................................................... 7
Experts................................................................. 7
Where You Can Find More Information..................................... 7
</TABLE>
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You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different information. You
should assume that the information appearing in this prospectus is accurate
only as of the date on the front cover of this prospectus and that any
information we have incorporated by reference is accurate only as of the date
of the document incorporated by reference. Our business, financial condition,
results of operations and prospects may have changed since those dates.
1
<PAGE>
SCHLUMBERGER LIMITED
Through our subsidiaries, we engage in the following businesses:
. Oilfield Services, which provides exploration and production services
during the life of an oil and gas reservoir to the petroleum industry
throughout the world;
. Resource Management Services, which includes metering equipment and
systems and related services; and
. Test & Transactions, which includes electronic transactions, automated
test equipment and communications and information technology solutions.
For a description of some recent developments in our business, see our
Current Report on Form 8-K filed January 10, 2000. For information on how to
obtain that Form 8-K, see "Where You Can Find More Information" on page 7.
FORWARD-LOOKING STATEMENTS
This document and the documents incorporated by reference in this prospectus
contain both historical and forward-looking statements. All statements other
than statements of historical fact are, or may be deemed to be, forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
include the information concerning our possible or assumed future results of
operations, including statements about the following subjects:
. business strategies . financing plans
. operating efficiencies or synergies . budgets for capital and other
expenditures
. growth opportunities . timing and cost of completion of
capital projects
. competitive position . performance of contracts
. market outlook . outcomes of legal proceedings
. expected financial position . compliance with applicable laws
. expected results of operations . adequacy of insurance
. future cash flows . plans and expectations regarding
year 2000 issues
. future dividends
Forward-looking statements are generally identifiable by use of the
following words and other similar expressions, among others:
. "anticipate" . "intend"
. "believe" . "may"
. "budget" . "might"
. "could" . "plan"
. "estimate" . "predict"
2
<PAGE>
. "expect" . "project"
. "forecast" . "should"
The following factors could affect our future results of operations, and
could cause those results to differ materially from those expressed in the
forward-looking statements we include in this document or incorporate by
reference:
. worldwide demand for oil and gas
. oil and gas prices
. the level of activity in oil and gas exploration, development and
production
. exploration success by producers
. competition and market conditions
. the availability of qualified personnel
. labor relations and wage negotiations with unions
. operating hazards
. political and other uncertainties inherent in non-U.S. operations,
including exchange and currency fluctuations
. the impact of governmental laws and regulations
. the adequacy of sources of liquidity
. the effect of litigation and contingencies
. the success in implementing a year 2000 compliance plan
. the failure of service providers to be year 2000 compliant on a timely
basis
The above factors are in addition to those factors discussed in the documents
we incorporate by reference into this prospectus, including in the "Currency
Risks," "Environmental Matters," "Year 2000 Readiness Disclosure" and "Euro
Disclosures" subsections of the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections of our Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 and our Quarterly Reports
on Form 10-Q for the periods ended March 31, 1999, June 30, 1999 and September
30, 1999, and subsequent SEC filings on those forms.
You should not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the particular
statement, and we undertake no obligation to publicly update or revise any
forward-looking statements.
3
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from sales of common stock by the selling
holder.
THE SELLING HOLDER
This prospectus covers the offer and sale by Dow Financial Holdings Inc.,
the selling holder, of up to 15,153,018 shares of our common stock. The shares
were purchased by Dow Financial Holdings Inc. on December 16, 1999 for $29.6723
per share upon exercise of a warrant held by Dow Financial Holdings Inc. We
originally issued the warrant entitling the holder to purchase 7,500,000 shares
of our common stock in connection with our acquisition in 1992 of various
companies that were owned 50% by Schlumberger entities and 50% by Dow entities
prior to that transaction. As a result of a two-for-one split of our common
stock and various transactions, the warrant entitled Dow Financial Holdings
Inc. to purchase 15,153,018 shares of our common stock.
<TABLE>
<CAPTION>
Number of shares of common stock
owned by the selling holder Number of shares of common
prior to the offering stock offered
-------------------------------- --------------------------
<S> <C> <C>
15,153,018 15,153,018
</TABLE>
The selling holder may sell up to all of the shares of the common stock
shown above under the heading "Number of shares of common stock offered"
pursuant to this prospectus in one or more transactions from time to time as
described below under "Plan of Distribution." However, the selling holder is
not obligated to sell any of the shares of common stock offered by this
prospectus.
PLAN OF DISTRIBUTION
The selling holder may offer and sell the shares of common stock offered by
this prospectus from time to time in one or more of the following transactions:
. through the New York Stock Exchange or any other securities exchange that
quotes the common stock
. in the over-the-counter market
. in transactions other than on those exchanges or in the over-the-counter
market (including negotiated transactions and other private transactions)
. in short sales of the common stock, in transactions to cover short sales
or otherwise in connection with short sales
. by pledge to secure debts and other obligations or on foreclosure of a
pledge
. in a combination of any of the above transactions
The selling holder may sell its shares at market prices prevailing at the
time of sale, at prices related to the prevailing market prices, at negotiated
prices or at fixed prices. The transactions listed above may include block
transactions.
The selling holder may use broker-dealers to sell its shares or may sell its
shares to broker-dealers acting as principals. If this happens, broker-dealers
will either receive discounts or commissions from the selling holder, or they
will receive commissions from purchasers of shares for whom they acted as
agents, or both. If a broker-dealer purchases shares as a principal, it may
resell the shares for its own account under this prospectus.
We have informed the selling holder that the anti-manipulation provisions of
Regulation M under the Securities Exchange Act of 1934 may apply to its sales
of common stock.
4
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The selling holder and any agent, broker or dealer that participates in
sales of common stock offered by this prospectus may be deemed "underwriters"
under the Securities Act of 1933, and any commissions or other consideration
received by any agent, broker or dealer may be considered underwriting
discounts or commissions under the Securities Act. We have agreed to indemnify
the selling holder against certain liabilities arising under the Securities Act
of 1933 from sales of common stock. The selling holder may agree to indemnify
any agent, broker or dealer that participates in sales of common stock or
warrants against liabilities arising under the Securities Act of 1933 from
sales of common stock.
Instead of selling common stock under this prospectus, the selling holder
may sell common stock in compliance with the provisions of Rule 144 under the
Securities Act of 1933, if available.
The term "selling holder" also includes persons who obtain common stock from
the selling holder in a distribution or dividend of assets by an entity to its
equity holders.
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DESCRIPTION OF CAPITAL STOCK
The following descriptions provide a summary of our capital stock.
Authorized, Issued and Treasury Shares
We are authorized to issue 1,000,000,000 shares of common stock, par value
$0.01 per share. On December 31, 1999, 667,054,806 shares were issued;
565,931,130 shares were outstanding; and 101,123,676 shares were held by us as
treasury stock. In addition, we are authorized to issue, with some limitations
with respect to voting rights, liquidation and dividend preferences,
200,000,000 shares of cumulative preferred stock, par value $0.01 per share,
which may be issued in one or more separate series. If issued, the preferred
stock may contain provisions allowing it to be converted into common stock
under terms and conditions specified by our board of directors. No shares of
preferred stock have been issued as of the date of this prospectus.
Dividend Rights
All outstanding shares of our common stock (i.e., shares not held by us or
our subsidiaries) are entitled to participate equally and receive dividends
which may be paid out of available profits of the preceding fiscal year or
years. All accumulated and unpaid dividends payable on preferred stock (if
issued and outstanding) must be paid prior to the payment of any dividends on
common stock. The amount of dividends payable with respect to any fiscal year
is determined by the stockholders at the annual general meeting held within
nine months of such fiscal year following such fiscal year, except that our
board of directors may declare interim dividends.
Voting Rights
Each holder of shares of common stock is entitled to one vote for each share
registered in that holder's name. Voting rights may be exercised in person or
by proxy. No action to amend our articles of incorporation or to sell all or
substantially all of our assets or to dissolve us can be taken except upon the
authorization of the holders of at least a majority of the outstanding shares
eligible to vote. In addition, holders of preferred stock (if issued and
outstanding) would have additional rights to vote as a class on certain
amendments to our articles of incorporation that would adversely affect the
preferred stock. Any other action requiring the approval of the stockholders
may be authorized by a majority of the votes cast at any meeting at which a
quorum is present, except that, if a quorum is not present at any meeting, a
second meeting may be called, to be held within two months, at which second
meeting, despite the absence of a quorum, valid resolutions may be adopted with
respect to any matter stated in the notice of the original meeting and of the
second meeting. A quorum consists of not less than 50% of the shares
outstanding and eligible to vote.
Our board of directors is authorized to effect reorganizations or
rearrangements of our corporate structure or that of our subsidiaries without
the vote of stockholders if such reorganization or rearrangement does not
result in any diminution of the beneficial interest of the stockholders in our
assets. The board of directors may change our corporate domicile from the
Netherlands Antilles to another jurisdiction without the necessity of any
stockholder action or approval.
Preemptive and Other Rights
The shares of our common stock do not carry any preemptive or conversion
rights, and there are no redemption provisions with respect to the common
stock. The shares of preferred stock (if issued and outstanding) would not
carry any preemptive rights, but our board of directors could specify
conversion rights, redemption provisions and (within limits) liquidation
preferences with respect to one or more series of preferred stock. We may for
our own account purchase shares of common stock so long as at least one-fifth
of our authorized capital stock remains outstanding with other holders. In the
event of liquidation, each share of common stock is entitled to equal rights
after satisfaction of any preferred stock liquidation preference.
Listing; Transfer Agents and Registrars
Our common stock is listed for trading on the New York, London, Paris,
Amsterdam and Swiss stock exchanges. The Transfer Agent and Registrar for the
Common Stock is Boston EquiServe LP, Boston, Massachusetts.
6
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the common stock offered by this
prospectus will be passed on for us by James L. Gunderson, Esq., our General
Counsel.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year December 31, 1998 have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our SEC filings also are available to the public at the SEC's
web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934:
. our Annual Report on Form 10-K for the year ended December 31, 1998 (File
No. 1-4601);
. our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
the quarter ended June 30, 1999; and the quarter ended September 30,
1999;
. our Current Report on Form 8-K filed January 10, 2000; and
. the description of the common stock contained in our registration
statement on Form 20 dated January 8, 1962, filed under the Securities
Exchange Act of 1934, as amended, including any amendment or report filed
for the purpose of updating such description.
You may obtain a copy of these filings, at no cost, by writing or telephoning:
Rex Ross
Vice President, Communications
Schlumberger Limited
277 Park Avenue
New York, New York 10172-2066
(212) 350-9432
This prospectus is part of a registration statement we filed with the SEC.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
All expenses in connection with the offering described in this Registration
Statement will be paid by the selling holder. Such expenses are as follows:*
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................. $222,398
Printing expenses................................................... $ 10,000
Accounting fees and expenses........................................ $ 10,000
Legal fees and expenses............................................. $ 10,000
Miscellaneous....................................................... $ 7,602
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Total............................................................. $260,000
========
</TABLE>
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* The amounts set forth, except for the filing fees for the Securities and
Exchange Commission, are estimated.
ITEM 15. Indemnification of Directors and Officers
Article IX, Section 7 of our Articles of Incorporation and Article V of our
By-Laws provide that:
We have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of Schlumberger) by reason of the fact
that he or she is or was a director, officer, employee or agent of
Schlumberger, or is or was serving at our request as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise or entity, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of Schlumberger, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to our best interests, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
We have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of Schlumberger to procure a judgment in our favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of Schlumberger, or is or was serving at our request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise or entity against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to our best interests and except
that no indemnification may be made in respect of any claim, issue or matter as
to which that person has been finally adjudged to be liable to us for improper
conduct unless and only to the extent that the court in which that action or
suit was brought or any other court having appropriate jurisdiction determines
upon application that, despite the adjudication of liability, but in view of
all the circumstances of the case, that person is fairly and reasonably
entitled to indemnity for those expenses, judgments, fines and amounts paid in
settlement which the court in which the action or suit was brought or such
other court having appropriate jurisdiction deems proper.
II-1
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To the extent that one of our directors, officers, employees or agents has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the two preceding paragraphs, or in defense of any
claim, issue or matter therein, we will indemnify that person against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.
Any indemnification under the first two paragraphs in this item (unless
ordered by a court) may be made by us only as authorized by contract approved,
or by-laws, resolution or other action adopted or taken, by the Board of
Directors or by the stockholders.
Expenses incurred in defending a civil or criminal action, suit or
proceeding will be paid by us in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount if it is
ultimately determined that he or she is not entitled to be indemnified by us as
authorized by Article V of the By-Laws or Article IX, Section 7 of the Articles
of Incorporation.
The indemnification and advancement of expenses provided by or granted
pursuant to the other Sections of Article V of the By-Laws and Article IX,
Section 7 of the Articles of Incorporation are not exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any law, by-law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
continues as to a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
that person.
We have the power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of Schlumberger, or is or
was serving at our request in such a capacity for another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against that person and incurred by that person in any of those
capacities or arising out of his status as such, whether or not we may
indemnify him or her against such liability under the provisions of Article V
of the By-Laws or Article IX, Section 7 of the Articles of Incorporation.
For purposes of Article V of the By-Laws and Article IX, Section 7 of the
Articles of Incorporation, reference to us or Schlumberger includes, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or Merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, stands in the same
position under the provisions of Article V of the By-Laws and Article IX,
Section 7 of the Articles of Incorporation with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
In addition, we maintain directors' and officers' liability insurance which
insures against certain liabilities that the officers and directors of
Schlumberger may incur in such capacities.
II-2
<PAGE>
ITEM 16. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Document
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<C> <C> <S>
*4.1 -- Articles of Incorporation of Schlumberger N.V. as last amended
on April 28, 1997 (Incorporated by reference to the Form 10-Q
for the period ended March 31, 1997, File No. 1-4601)
*4.2 -- By-laws of Schlumberger N.V. as last amended on October 20,
1993 (Incorporated by reference to Exhibit 3 to the Form 10-K
for the year ended December 31, 1993, File No. 1-4601)
5 -- Opinion of James L. Gunderson, Esq. (filed herewith)
23.1 -- Consent of PricewaterhouseCoopers LLP, independent accountants
(filed herewith)
23.2 -- Consent of James L. Gunderson, Esq. (contained in Exhibit 5).
24 -- Powers of Attorney (filed herewith and previously filed)
</TABLE>
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* Incorporated by reference as indicated.
ITEM 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) of the Securities Act if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-3
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, the State of New York, on January 10, 2000.
SCHLUMBERGER N.V.
(Schlumberger Limited)
By: /s/ Jack Liu
----------------------------------
Jack Liu Executive Vice
President--Finance;
Chief Financial Officer and Chief
Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on January 10, 2000.
<TABLE>
<S> <C>
Signature Title
* Director, Chairman , President and Chief
- ----------------------------------- Executive Officer
D. Euan Baird
* Director, Vice Chairman
- -----------------------------------
Victor E. Grijalva
/s/ Jack Liu Executive Vice President--Finance; Chief
- ----------------------------------- Financial Officer and Chief Accounting
Jack Liu Officer
* Director
- -----------------------------------
Don E. Ackerman
* Director
- -----------------------------------
John Deutch
* Director
- -----------------------------------
Denys Henderson
* Director
- -----------------------------------
Andre Levy-Lang
* Director
- -----------------------------------
William T. McCormick, Jr.
* Director
- -----------------------------------
Didier Primat
* Director
- -----------------------------------
Nicolas Seydoux
* Director
- -----------------------------------
Linda G. Stuntz
* Director
- -----------------------------------
Sven Ullring
* Director
- -----------------------------------
Yoshihiko Wakumoto
* By: /s/ James L. Gunderson
-------------------------------
James L. Gunderson, Attorney-in-
fact
</TABLE>
II-5
<PAGE>
Schlumberger Limited
277 Park Avenue Schlumberger
New York NY 10172-0266 USA
Tel: (212) 350-9400
January 10, 2000
Schlumberger Limited
277 Park Avenue
New York, N.Y. 10172
Gentlemen:
I am General Counsel of Schlumberger Limited ("Schlumberger"), and, as set
forth in the Registration Statement on Form S-3, File Number 333-92843 (the
"Registration Statement"), filed by Schlumberger under the Securities Act of
1933, as amended, relating to 15,153,018 shares of common stock, par value $.01
per share, of Schlumberger (the "Shares"), I am passing upon certain legal
matters in connection with the Shares for you. The shares were purchased upon
exercise of a warrant held by Dow Financial Holdings Inc. The Shares issued upon
exercise of the warrant were treasury shares. At your request, this opinion of
counsel is being furnished for filing as Exhibit 5.1 to the Registration
Statement.
I am a member of the New York bar, 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 von Bokhorst
Spigt, counsel qualified to practice in the Netherlands Antilles. 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
Articles of Incorporation and By-Laws of Schlumberger, each as amended to date,
have familiarized myself with the matters discussed herein and have examined all
statutes and other records, instruments and documents pertaining to Schlumberger
and the matters discussed herein that I deem necessary to examine for the
purpose of this opinion.
Based upon my examination as aforesaid, I am of the opinion that the Shares
have been duly authorized and are validly issued, fully paid and nonassessable.
<PAGE>
Schlumberger Limited -2-
I 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
prospectus included as part of the Registration Statement. In giving such
consent, I do not thereby concede that I am within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ JAMES GUNDERSON
--------------------------
James Gunderson
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 20, 1999 relating to the
financial statements which appear in Schlumberger Limited's Annual Report on
Form 10-K for the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
New York, NY
January 7, 2000
<PAGE>
SCHLUMBERGER LIMITED
POWER OF ATTORNEY
The undersigned director or officer, or both, of Schlumberger Limited, a
Netherlands Antilles corporation (the "Corporation"), hereby constitutes and
appoints James L. Gunderson, Ellen Summer and Jack Liu, severally, the true and
lawful Attorney-in-Fact and Agent of the undersigned, with full power of
substitution, resubstitution and revocation, to execute and file from time to
time on behalf of the undersigned in any and all capacities of the undersigned:
(i) a Registration Statement on Form S-3 (or such other Form as may be
required) to be filed with the Securities and Exchange Commission
covering the shares of common stock of the Corporation owned by Dow
Financial Holdings Inc. pursuant to the Registration Rights Agreement
between Schlumberger Limited and Dow Holdings, Inc., as amended from
time to time;
(ii) any and all amendments (including post-effective amendments) and
supplements to such Registration Statement as may be required, and to
take any and all such action for and in the name, place and stead of
the undersigned as may be necessary or desirable in connection with
any such Registration Statement or any amendments and supplements
thereto, including the making of any representation as may be
required.
Dated: December 30, 1999
/s/ SVEN ULLRING
_____________________________
Name: Sven Ullring
Director
