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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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NUMAR CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
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67052E105
(CUSIP Number)
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Lester L. Coleman
Executive Vice President and General Counsel
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
(214) 978-2600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
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June 9, 1997
(Date of Event which Requires Filing of This Statement)
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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 this statement: [X]
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, as amended (the "Act"), or otherwise subject to the liabilities of
that Section of the Act but shall be subject to all other provisions of the Act.
Beneficial ownership percentages set forth herein assume that at June 9,
1996, there were 8,640,742 shares outstanding, consisting of 8,412,891 shares
issued and outstanding and an estimated 227,851 unissued shares beneficially
owned by the Affiliates (as herein defined).
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NAME OF REPORTING PERSON HALLIBURTON COMPANY
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 75-0271280
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
Not Applicable
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,177,492
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,145,492
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN
13 SHARES
25.2% (approximate)
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TYPE OF REPORTING PERSON
14
co
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $.01 per
share ("NUMAR Common Stock"), of NUMAR Corporation, a corporation organized
under the laws of the Commonwealth of Pennsylvania ("NUMAR"). The principal
executive offices of NUMAR are located at 508 Lapp Road, Malvern, Pennsylvania
19355.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Halliburton Company, a
corporation organized under the laws of the State of Delaware ("Halliburton").
Halliburton is one of the world's largest diversified energy services and
engineering and construction services companies. The principal executive offices
of Halliburton are located at 3600 Lincoln Plaza, 500 North Akard Street,
Dallas, Texas, 75201-3391.
Other than executive officers and directors, there are no persons or
corporations controlling or ultimately in control of Halliburton.
During the last five years, to the best of Halliburton's knowledge,
neither Halliburton nor any of its executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which Halliburton
or such person 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.
With the exception of Lord Clitheroe who is a citizen of the United
Kingdom, each executive officer and director of Halliburton is a citizen of the
United States. The name, business address and present principal occupation of
each executive officer and director of Halliburton are set forth in Exhibit 99.1
to this Schedule 13D and are specifically incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Halliburton, Halliburton M.S. Corp., a Delaware corporation and
wholly owned subsidiary of Halliburton ("Merger Sub"), and NUMAR entered into an
Agreement and Plan of Merger, dated as of June 9, 1997 (the "Merger Agreement")
pursuant to which Merger Sub will be merged with and into NUMAR (the "Merger").
Pursuant to the Merger Agreement, each share of NUMAR Common Stock issued and
outstanding immediately prior to the effective time of the Merger (the
"Effective Time") will be converted into 0.9664 of one share (the "Exchange
Ratio") of common stock, par value $2.50 per share, of Halliburton ("Halliburton
Common Stock"). Halliburton has declared a two-for-one stock split to be
effected in the form of a 100% stock dividend payable in July 1997 to holders of
Halliburton Common Stock of record on June 26, 1997 (the "Stock Split"). All
information relating to Halliburton Common Stock set forth herein, including the
Exchange Ratio and all per share information, gives effect to the two-for-one
Stock Split. Notwithstanding the foregoing, if between June 9, 1997 and the
Effective Time the outstanding shares of Halliburton Common Stock or NUMAR
Common Stock are again changed into a different number of shares or a different
class by reason of any stock dividend, subdivision, combination or exchange of
shares or any reclassification or recapitalization, the Exchange Ratio will
again be correspondingly adjusted to reflect such stock dividend, subdivision,
combination or exchange of shares or any reclassification or recapitalization. A
copy of the Merger Agreement is
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included as Exhibit 99.2 to this Schedule 13D, and the Merger Agreement is
specifically incorporated by reference herein.
Consummation of the transactions contemplated by the Merger Agreement is
subject to the terms and conditions contained in the Merger Agreement, including
the receipt of approval of the Merger by the shareholders of NUMAR, the receipt
of certain regulatory approvals, the receipt of legal opinions that the Merger
will be tax-free and the receipt of an opinion from Halliburton's independent
public accountants that the Merger will be accounted for as a pooling of
interests. The Merger Agreement will be submitted for approval at a special
meeting of shareholders of NUMAR (the "Special Meeting") that is expected to
take place during the latter part of the third calendar quarter of 1997.
In order to induce Halliburton to enter into the Merger Agreement, four
directors of NUMAR and two other related parties (together, the "Affiliates")
have entered into Voting Agreements with Halliburton pursuant to which the
Affiliates have agreed to vote all shares of NUMAR Common Stock owned by them in
favor of the Merger Agreement (the "Voting Agreements"). The Affiliates who are
directors are Melvin N. Miller, the Chairman of the Board, President and Chief
Executive Officer of NUMAR, Barry M. Davis, Seymour G. Mandell and James H.
Simons. The other Affiliates are Davis Venture Partners, L.P., an affiliate of
Mr. Davis, and the Bermuda Trust Company Limited, as trustee of the Lord Jim
Trust, of which Mr. Simons is a principal beneficiary. An aggregate of 2,177,492
shares of NUMAR Common Stock, owned beneficially by the Affiliates, are subject
to the Voting Agreements. Such shares, as of the date hereof, represented
approximately 25.2% of the then outstanding shares of NUMAR Common Stock.
Pursuant to the Voting Agreements, the Affiliates have, among other
things, agreed to vote all shares of NUMAR Common Stock beneficially owned by
them in favor of the Merger and against any business combination proposal or
other matter that may interfere or be inconsistent with the Merger (including a
Competing Transaction, as such term is defined in the Merger Agreement). They
have also agreed, if reasonably requested by Halliburton in order to facilitate
the Merger, not to attend and not to vote any shares of NUMAR Common Stock
beneficially owned by them at any annual or special meeting of shareholders and
not to execute any written consent of shareholders.
Each of the Affiliates has also agreed that neither such Affiliate nor
any corporation or other person or entity controlled by such affiliate, other
than NUMAR and its subsidiaries (an "Affiliate Group"), will, directly or
indirectly, sell, transfer, pledge or otherwise dispose of, or grant a proxy
with respect to, any shares of NUMAR Common Stock beneficially owned by any
member of such Affiliate Group to any person or entity (other than to any member
of such Affiliate Group or its designee), or grant an option with respect to any
of the foregoing, or enter into any other agreement or arrangement with respect
to any of the foregoing.
The Voting Agreements will terminate on the earlier of February 28, 1998
or the termination of the Merger Agreement. A copy of one of the Voting
Agreements, all of which are substantially identical, is included as Exhibit
99.3 to this Schedule 13D, and such Voting Agreement is specifically
incorporated by reference herein.
Except as set forth herein, Halliburton presently does not have any
plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Pursuant to the Voting Agreements, each Affiliate, as described above
in Item 4, has agreed to vote, and to cause each member of his or its Affiliate
Group to vote, all shares of NUMAR Common Stock beneficially owned by them in
favor of the Merger and against any business combination proposal or other
matter that may interfere or be inconsistent with the Merger (including a
Competing Transaction). Each Affiliate also has agreed, if reasonably requested
by Halliburton in order to facilitate the Merger, that he or it will not, and
will cause each member of his or its Affiliate Group not to, attend or vote any
shares of NUMAR Common Stock beneficially owned by them at any annual or special
meeting of shareholders or execute any written consent of shareholders.
Consequently, Halliburton shares voting, but no dispositive, power as to such
2,145,492 shares of NUMAR Common Stock.
Each Affiliate also has agreed that neither he or it nor any member
of his or its Affiliate Group will, directly or indirectly, sell, transfer,
pledge or otherwise dispose of, or grant a proxy with respect to, any shares of
NUMAR Common Stock beneficially owned by any member of such Affiliate Group to
any person or entity (other than to any member of such Affiliate Group or its
designee), or grant an option with respect to any of the foregoing, or enter
into any other agreement or arrangement with respect to any of the foregoing.
Pursuant to a Stock Option Agreement, dated as of June 9, 1997 (the
"Stock Option Agreement"), by and between Halliburton and NUMAR, NUMAR has
granted to Halliburton an irrevocable option (the "Stock Option") to purchase a
number of shares equal to up to 15% of the shares of NUMAR Common Stock
outstanding as of June 9, 1997 (as adjusted) for an exercise price of $36.00 per
share. The Stock Option is exercisable only after the occurrence of certain
specific events, to wit: either (i) the commencement by any person (other than
Halliburton or any of its affiliates) of a tender or exchange offer to purchase
35% or more of the outstanding shares of NUMAR Common Stock and the failure of
the NUMAR Board of Directors, within ten business days thereafter, to recommend
against acceptance of such tender or exchange offer by the NUMAR shareholders or
its election to take no position with respect thereto; or (ii) the acquisition
by any person (other than Halliburton or any of its subsidiaries) or group,
subsequent to the date of the Merger Agreement, of beneficial ownership or the
right to acquire beneficial ownership of (A) 35% or more of the then outstanding
shares of NUMAR Common Stock and the Merger Agreement has failed to receive the
requisite vote for adoption thereof at the Special Meeting or (B) 45% or more of
the then outstanding shares of NUMAR Common Stock.
The Stock Option was granted by NUMAR to Halliburton in connection
with, and as an inducement for, Halliburton's entering into the Merger
Agreement. A copy of the stock Option Agreement is included as Exhibit 99.4 to
this Schedule 13D, and the Stock Option Agreement is specifically incorporated
by reference herein.
No transactions in NUMAR Common Stock were effected during the past
sixty days by Halliburton or, to the best of Halliburton's knowledge, by any
executive officer or director of Halliburton. In addition, no other person is
known by Halliburton to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
covered by this Schedule 13D.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Contracts, arrangements, understandings or relationships with respect
to securities of NUMAR consist of the Merger Agreement, the Voting Agreements,
the Stock Option Agreement and certain affiliate's agreements, by and between
Halliburton, on the one hand, and the affiliates of NUMAR or the affiliates of
Halliburton, on the other (collectively, the "Affiliate's Agreements"). Copies
of each form of the Affiliate's Agreements are attached hereto as Exhibits 99.5
and 99.6, and are specifically incorporated herein by reference. See also
description of certain of aforementioned documents in Items 4 and 5 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed as part of this Schedule 13D:
Exhibit 99.1 -- Name, Business Address, and Present Principal Occupation of
Each Executive Officer and Director of Halliburton.
Exhibit 99.2 -- Agreement and Plan of Merger, dated as of June 9, 1997, by and
among Halliburton, Merger Sub and NUMAR (incorporated by
reference to Exhibit 2(a) to Halliburton's Current Report on
Form 8-K dated June 13, 1997).
Exhibit 99.3 -- Voting Agreement dated as of June 9, 1997 by and between
Halliburton and Dr. Melvin N. Miller (incorporated by
reference to Exhibit 2(c) to Halliburton's Current Report on
Form 8-K dated June 13, 1997). Each of the other Voting
Agreements is substantially identical thereto.
Exhibit 99.4 -- Stock Option Agreement dated as of June 9, 1997, by and
between Halliburton and NUMAR (incorporated by reference to
Exhibit 2(b) to Halliburton's Current Report on Form 8-K dated
June 13, 1997).
Exhibit 99.5 -- Form of Affiliate's Agreement by and between Halliburton and
certain affiliates of NUMAR.
Exhibit 99.6 -- Form of Affiliate's Agreement by and between Halliburton and
certain affiliates of Halliburton.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: June 16, 1997 HALLIBURTON COMPANY
By: /s/ SUSAN S. KEITH
____________________________
Susan S. Keith
Vice President and Secretary
EXHIBIT 99.1
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OF
EACH EXECUTIVE OFFICER AND DIRECTOR OF HALLIBURTON
I. Executive Officers of Halliburton
NAME BUSINESS ADDRESS PRESENT PRINCIPAL
OCCUPATION
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Richard B. Cheney 3600 Lincoln Plaza, Chairman of the Board and Chief
500 North Akard Street Executive Officer and Director
Dallas, Texas 75201-3391
David J. Lesar 3600 Lincoln Plaza, President and Chief Operating
500 North Akard Street Officer
Dallas, Texas 75201-3391
Lester L. Coleman 3600 Lincoln Plaza Executive Vice President and
500 North Akard Street General Counsel
Dallas, Texas 75201-3391
Dale P. Jones 3600 Lincoln Plaza, Vice Chairman and Director
500 North Akard Street
Dallas, Texas 75201-3391
Kenneth R. LeSuer 5151 San Felipe Vice Chairman
Houston, Texas 77056
Gary V. Morris 4100 Clinton Drive Executive Vice President and
Houston, Texas 77020 Chief Financial Officer
Lewis W. Powers 4100 Clinton Drive Senior Vice President
Houston, Texas 77020
Jerry H. Blurton 4100 Clinton Drive Vice President and Treasurer
Houston, Texas 77020
Robert Charles Muchmore, Jr. 4100 Clinton Drive Vice President and Controller
Houston, Texas 77020
II. Directors of Halliburton
NAME BUSINESS ADDRESS PRESENT PRINCIPAL
OCCUPATION
- ----------------- ------------------------- --------------------------------
Anne L. Armstrong Kleberg National Bank Building Chairman of the Board of
6th and Kleberg Streets Trustees, Center for Strategic and
Kingsville, Texas 78363 International Studies,
Washington, DC
Richard B. Cheney 3600 Lincoln Plaza, Chairman of the Board and Chief
500 North Akard Street Executive Officer of Halliburton
Dallas, Texas 75201-3391 Company
Lord Clitheroe Downham Hall, Clitheroe Chairman, The Yorkshire Bank,
Lancashire, BB7 4DN PLC
NAME BUSINESS ADDRESS PRESENT PRINCIPAL
OCCUPATION
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Robert L. Crandall AMR Corporation Chairman, President and Chief
4333 Amon Carter Boulevard Executive Officer,
6 North AMR Corporation; and Chairman
Ft. Worth, Texas 76155 and Chief Executive Officer,
American Airlines, Inc.
W.R. Howell 6501 Legacy Drive, Building A Chairman Emeritus, J.C. Penney
1st Floor Company, Inc.
Plano, Texas 75024
Delano E. Lewis 635 Massachusetts Avenue, N.W. President and Chief Executive
Washington, DC 20001-3753 Officer, National Public Radio
Dale P. Jones 3600 Lincoln Plaza, Vice Chairman, Halliburton
500 North Akard Street Company
Dallas, Texas 75201-3391
C.J. Silas P.O Box 2127 Retired Chairman of the Board
408 Professional Building and Chief Executive Officer,
4th & Keeler Streets Phillips Petroleum Company
Bartlesville, Oklahoma 74003
Roger T. Staubach 6750 LBJ Freeway, Suite 1100 Chairman and Chief Executive
Dallas, Texas 75240 Officer, The Staubach Company
Richard J. Stegemeier 376 South Valencia Avenue Chairman Emeritus, Unocal
Brea, California 92621 Corporation
