SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2010
SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)
name of registrant as specified in its charter)
(State or other jurisdiction
42, rue Saint-Dominique, Paris,
5599 San Felipe, 17th Floor, Houston, Texas 77056
Parkstraat 83, The Hague, The Netherlands 2514 JG
principal executive offices and zip or postal codes)
Registrants telephone number in the United States, including
area code: (713) 513-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
||Regulation FD Disclosure. |
On March 22, 2010, Andrew Gould, Chairman and Chief Executive Officer of Schlumberger Limited (Schlumberger), addressed the oil and gas investment community at the 38th Annual Howard Weil Energy Conference in New Orleans,
Louisiana. A copy of the presentation and slides is attached as Exhibit 99.1. Schlumberger has also posted this information on its website at www.slb.com/ir.
||Financial Statements and Exhibits. |
The following exhibit is furnished in response to Item 7.01:
||Presentation at 38th Annual Howard Weil Energy Conference |
The attached presentation includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The opinions, forecasts, projections, or other
statements other than statements of historical fact, are forward-looking statements. The Company can give no assurance that such expectations will prove to have been correct. These statements are subject to, among other things, satisfaction of the
closing conditions to the merger, the risk that the contemplated merger does not occur, negative effects from the pendency of the merger, the ability to successfully integrate the merged businesses and to realize expected synergies and other risk
factors that are discussed in Schlumbergers and Smiths most recent 10-Ks as well as each companys other filings with the SEC available at the SECs Internet site (http://www.sec.gov). Actual results may differ materially from
those expected, estimated or projected.
Forward-looking statements speak only as of the date they are made, and we undertake
no obligation to publicly update or revise any of them in light of new information, future events or otherwise.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION
STATEMENT REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These documents will contain important information about the proposed transaction that should be
read carefully before any decision is made with respect to the proposed transaction. These materials will be made available to the shareholders of Smith at no expense to them. Investors and security holders will be able to obtain the documents (when
available) free of charge at the SECs web site, www.sec.gov. In addition, such materials (and all other documents filed with the SEC) will be available free of charge at www.smith.com or www.slb.com. Such documents are not currently available.
You may also read and copy any reports, statements and other information filed by Smith or Schlumberger with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330
or visit the SECs website for further information on its public reference room.
Each companys directors and
executive officers and other persons may be deemed, under SEC rules, to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding Schlumbergers directors and officers can be found in its
proxy statement filed with the SEC on March 4, 2010 and information regarding Smiths directors and officers can be found in its proxy statement filed with the SEC on April 13, 2009. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests in the transaction, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when
they become available.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
||Chief Accounting Officer|
Date: March 22, 2010