-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LimRnmD6lHgmMShrgQ+ZvxQJv0daAv0mYuMb3iCRtmRj3/NkPvEPHJA1Z0KWu3cP gmfxzEVOaXp4NxpzFAU5GA== 0000899243-99-001445.txt : 19990630 0000899243-99-001445.hdr.sgml : 19990630 ACCESSION NUMBER: 0000899243-99-001445 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHLUMBERGER LTD /NY/ CENTRAL INDEX KEY: 0000087347 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 520684746 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-04601 FILM NUMBER: 99654735 BUSINESS ADDRESS: STREET 1: 42 RUE ST DOMINIQUE CITY: PARIS FRANCE 75007 STATE: I0 BUSINESS PHONE: 2123509400 MAIL ADDRESS: STREET 1: 277 PARK AVE STREET 2: C/O CAROLE H FINAMORE CITY: NEW YORK STATE: NY ZIP: 10172 11-K 1 FORM 11-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1998 Commission File Number 001-04601 _______________ CAMCO THRIFT PLAN (Full title of the plan) _______________ SCHLUMBERGER LIMITED (Name of issuer of the securities held pursuant to the plan) 277 Park Avenue New York, NY 10172-2066 (Address, including zip code, of principal executive office) (212) 350-9400 (Telephone number, including area code) ================================================================================ CAMCO THRIFT PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES ____________________ FINANCIAL STATEMENTS Page ---- Independent Auditors' Report.................................... 1 Statements of Net Assets Available for Benefits, December 31, 1998 and 1997..................................... 2 Statement of Changes in Net Assets Available for Benefits with Fund Information, Year Ended December 31, 1998................. 3 Notes to Financial Statements................................... 5 SUPPLEMENTAL SCHEDULES Schedule of Assets Held for Investment Purposes, December 31, 1998.............................................. 9 Schedule of Reportable Transactions, Year Ended December 31, 1998................................... 10 All other schedules are omitted because they are not applicable, not required or the information is included in the Notes to Financial Statements. ____________________ SIGNATURES THE PLAN. Pursuant to the requirement of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized. CAMCO THRIFT PLAN BY /s/ J. CHRISTOPHER HOLLAND -------------------------------- J. Christopher Holland Secretary, Retirement Plan Committee Date: June 11, 1999 INDEPENDENT AUDITORS' REPORT To the Retirement Plan Committee of the Camco Thrift Plan: We have audited the accompanying statements of net assets available for benefits of the Camco Thrift Plan as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Camco Thrift Plan as of December 31, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The Fund Information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ LARKIN, ERVIN & SHIRLEY, L.L.P. Houston, Texas June 11, 1999 -1- CAMCO THRIFT PLAN Statements of Net Assets Available for Benefits December 31
1998 1997 ----------------- ----------------- Assets Investments: At fair value - Registered investment company shares: IDS International Fund $ 2,862,437 $ 2,079,321 IDS New Dimensions Fund 33,372,154 25,333,147 IDS Stock Fund - 12,164,750 IDS Mutual Fund 9,973,266 10,134,740 IDS Federal Income Fund 21,336,933 19,307,643 AIM Constellation Fund 1,987,407 - Camco/Schlumberger Stock Fund 3,806,231 3,388,813 Participant notes receivable 6,890,466 6,594,717 ----------------- ----------------- 80,228,894 79,003,131 ----------------- ----------------- At contract value - AET Equity Index Fund I 13,935,694 - AET Income Fund II 25,562,380 25,048,609 ----------------- ----------------- 39,498,074 25,048,609 ----------------- ----------------- Total investments 119,726,968 104,051,740 Other assets - - ----------------- ----------------- Total assets 119,726,968 104,051,740 Liabilities Total liabilities - - ----------------- ----------------- Net assets available for benefits $ 119,726,968 $ 104,051,740 ================= =================
The accompanying notes are an integral part of these financial statements. -2- CAMCO THRIFT PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended December 31, 1998
IDS IDS New IDS IDS International Dimensions Stock Mutual Fund Fund Fund Fund --------------- ------------ ------------- ------------ Additions Additions to net assets attributed to: Investment income Net appreciation/(depreciation) in fair value of investments $ 140,943 $ 5,398,950 $ 318,458 $ (444,955) Interest - - - - Dividends 47,901 1,924,059 104,253 1,357,289 --------------- ------------ ------------- ------------ 188,844 7,323,009 422,711 912,334 --------------- ------------ ------------- ------------ Contributions Participants' 381,416 2,832,135 943,564 994,100 Employer's 89,555 591,448 247,550 229,540 --------------- ------------ ------------- ------------ 470,971 3,423,583 1,191,114 1,223,640 --------------- ------------ ------------- ------------ Total additions 659,815 10,746,592 1,613,825 2,135,974 --------------- ------------ ------------- ------------ Deductions Deductions from net assets attributable to: Benefits paid to participants 310,092 2,589,901 442,910 813,373 Administrative expenses 903 6,195 2,031 2,302 --------------- ------------ ------------- ------------ Total deductions 310,995 2,596,096 444,941 815,675 --------------- ------------ ------------- ------------ Net increase prior to interfund transfers 348,820 8,150,496 1,168,884 1,320,299 Interfund transfers 434,296 (111,489) (13,333,634) (1,481,773) --------------- ------------ ------------- ------------ Net increase/(decrease) 783,116 8,039,007 (12,164,750) (161,474) Net assets available for benefits: Beginning of year 2,079,321 25,333,147 12,164,750 10,134,740 --------------- ------------ ------------- ------------ End of year $ 2,862,437 $ 33,372,154 $ - $ 9,973,266 =============== ============ ============= ============
IDS AIM AET AET Federal Constellation Equity Index Income Income Fund Fund Fund I Fund II ------------- --------------- -------------- ------------ Additions Additions to net assets attributed to: Investment income Net appreciation/(depreciation) in fair value of investments $ (56,104) $ 121,565 $ 2,030,214 $ 1,511,059 Interest - - - - Dividends 1,453,858 48,631 - - ------------- --------------- -------------- ------------ 1,397,754 170,196 2,030,214 1,511,059 ------------- --------------- -------------- ------------ Contributions Participants' 1,296,966 56,020 392,390 1,668,605 Employer's 274,496 4,727 35,997 480,083 ------------- --------------- -------------- ------------ 1,571,462 60,747 428,387 2,148,688 ------------- --------------- -------------- ------------ Total additions 2,969,216 230,943 2,458,601 3,659,747 ------------- --------------- -------------- ------------ Deductions Deductions from net assets attributable to: Benefits paid to participants 2,067,342 5,645 519,422 2,282,541 Administrative expenses 6,048 86 729 7,321 ------------- --------------- -------------- ------------ Total deductions 2,073,390 5,731 520,151 2,289,862 ------------- --------------- -------------- ------------ Net increase prior to interfund transfers 895,826 225,212 1,938,450 1,369,885 Interfund transfers 1,133,464 1,762,195 11,997,244 (856,114) ------------- --------------- -------------- ------------ Net increase/(decrease) 2,029,290 1,987,407 13,935,694 513,771 Net assets available for benefits: Beginning of year 19,307,643 - - 25,048,609 ------------- --------------- -------------- ------------ End of year $ 21,336,933 $ 1,987,407 $ 13,935,694 $ 25,562,380 ============= =============== ============== ============
The accompanying notes are an integral part of these financial statements. -3- CAMCO THRIFT PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended December 31, 1998
Camco/ Schlumberger Participant Stock Fund Notes Total ------------------- ------------------- ------------------- Additions Additions to net assets attributed to: Investment income Net appreciation/(depreciation) in fair value of investments $ (453,248) $ - $ 8,566,882 Interest - 585,513 585,513 Dividends 22,012 - 4,958,003 ------------------- ------------------- ------------------- (431,236) 585,513 14,110,398 ------------------- ------------------- ------------------- Contributions Participants' 572,622 - 9,137,818 Employer's 117,951 - 2,071,347 ------------------- ------------------- ------------------- 690,573 - 11,209,165 ------------------- ------------------- ------------------- Total additions 259,337 585,513 25,319,563 ------------------- ------------------- ------------------- Deductions Deductions from net assets attributable to: Benefits paid to participants 194,558 391,858 9,617,642 Administrative expenses 1,078 - 26,693 ------------------- ------------------- ------------------- Total deductions 195,636 391,858 9,644,335 ------------------- ------------------- ------------------- Net increase prior to interfund transfers 63,701 193,655 15,675,228 Interfund transfers 353,717 102,094 - ------------------- ------------------- ------------------- Net increase/(decrease) 417,418 295,749 15,675,228 Net assets available for benefits: Beginning of year 3,388,813 6,594,717 104,051,740 ------------------- ------------------- ------------------- End of year $ 3,806,231 $ 6,890,466 $ 119,726,968 =================== =================== ===================
The accompanying notes are an integral part of these financial statements. -4- CAMCO THRIFT PLAN Notes to Financial Statements December 31, 1998 Note 1 - Description of the Plan The Camco Thrift Plan (the "Plan"), a defined contribution plan, was established on February 1, 1975. It covers substantially all domestic employees and certain employees in foreign service of Camco International Inc. (the "Company"). The following description of the Plan and Plan Amendments is provided for general purposes only. Participants should refer to the Plan Document, as amended, for more complete information. General Administration of the Plan is conducted by a committee consisting of no less than three members appointed by the board of directors of the Company. The board of directors has appointed two officers of the Company as Trustees for the Plan. American Express Trust Company ("American Express") is asset custodian and record keeper for the Plan. Eligibility and Vesting Employees are eligible to participate in the Plan after completing one hour of service. Participants are fully vested in their contributions and the related earnings/losses. Participants vest in Company matching contributions and related earnings/losses at 20% per year, becoming fully vested after five years of service. In the event the Plan is partially or completely terminated, all participants will become 100% vested in their account balances. Contributions Participants may elect to defer from 1% to 15% of their compensation on a pre- tax basis, subject to maximum annual contributions of $10,000 ($9,500 in 1997), and have the Company contribute to the Plan on their behalf the amount so deferred. After-tax contributions of up to 10% of compensation are also permitted. The Company makes matching contributions of 50% of participants' pre-tax contributions up to a maximum contribution amount of $1,500 per year. Expenses The accounts of participants are charged fees of $2.50 per quarter, which are applied to the cost of administering the Plan. Transaction fees are also charged for participant loans, withdrawals and distributions. For the years ending December 31, 1998 and 1997, the Company elected to pay all administrative expenses in excess of these fees. -5- Withdrawals Company matching contributions made before January 1, 1983, and all after-tax contributions may be withdrawn by participants by making written application to the Plan's record keeper. Company matching contributions made after December 31, 1982, pre-tax contributions and rollover contributions may be withdrawn after the participant has attained age 59-1/2 or if the participant suffers an immediate and heavy financial hardship that cannot be satisfied from other reasonably available resources. Additionally, Company matching contributions may be withdrawn only if they have been credited to a participant's account for more than two years. No more than one withdrawal may be made during any calendar quarter. Loans Participants may borrow a portion of their account balance to relieve a financial hardship or for any other suitable purpose. Loan amounts are limited in accordance with a formula based on 50% of the present value of a participant's vested account balance, not to exceed $50,000. Loans must be repaid within five years and are secured by the participant's account balance. Forfeitures Participants who terminate employment forfeit the non-vested portion of their account. Forfeited amounts will be restored for former participants who resume employment if they repay, within five years, the full amount of termination distribution they received. Amounts forfeited are used first to restore accounts, as above, and then to reduce Company contributions. Note 2 - Corporate Structure and Continuation of Plan On August 31, 1998, the Company merged into Schlumberger Technology Corporation ("STC"), a wholly owned subsidiary of Schlumberger Limited ("Schlumberger"). Schlumberger maintains defined contribution plans similar to the Plan and expects to merge the Plan into a Schlumberger plan before the end of 2001. Nevertheless, the Company has reserved the right to terminate the Plan at any time by resolution of the board of directors. Note 3 - Summary of Significant Accounting Policies The financial statements of the Plan are presented on the accrual basis of accounting in compliance with generally accepted accounting principles. Certain reclassifications have been made to prior year balances to conform to current year financial statement presentation. The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Investments in registered investment companies (mutual funds) are valued at quoted market prices. American Express Trust Equity Index Fund I and American Express Trust Income Fund II are collective trusts stated at contract value. Units of the Camco/Schlumberger Stock Fund, invested primarily in common stock of Camco before September 1, 1998, and common stock of Schlumberger after August 31, 1998, but also in cash or cash equivalents to provide liquidity, are valued using quoted market prices -6- for the common stock. Effective January 1, 1998, American Express changed its method of computing gains and losses on the sale of investments from the average cost method to the first-in-first-out (FIFO) method. This change in method had no effect on the accompanying financial statements. Note 4 - Investment Programs Participants may invest their account balances and all contributions made to their accounts in the investment choices described below. Investments may be made in one or more of the funds in 1% increments and choices may be changed any business day. The number of participants investing in each fund at December 31, 1998, is shown parenthetically. IDS International Fund (381 participants) A specialty growth fund for aggressive investors whose objective is long-term growth of capital that invests in common stocks of foreign companies. IDS New Dimensions Fund (1,179 participants) A growth fund for aggressive investors whose objective is long-term growth of capital that invests in a portfolio of company stocks in which powerful economic and/or technical changes may take place. IDS Mutual Fund (739 participants) A growth and income fund for investors with moderate tolerance for risk whose objective is balance of growth of capital and current income that invests in a portfolio of common and preferred stocks and bonds. IDS Federal Income Fund (1,167 participants) An income fund for conservative investors whose objective is current income and preservation of capital that invests in a portfolio of U. S. government and government agency securities. AIM Constellation Fund (125 participants) A growth fund for aggressive investors whose objective is capital appreciation primarily through investments in common stocks with emphasis on medium-sized and smaller emerging growth companies. American Express Trust Equity Index Fund I (826 participants) A growth fund for aggressive investors whose objective is to achieve a rate of return as close as possible to the return of the Standard & Poor's 500 Index that employs a passive portfolio structuring and stock selecting strategy by investing primarily in common stocks of the S&P 500 Index. -7- American Express Trust Income Fund II (1,240 participants) A stable capital fund for conservative investors whose objective is to preserve principal and income while maximizing current income that invests in investment contracts and stable value contracts. Camco/Schlumberger Stock Fund (524 participants) A stock fund for aggressive investors whose objective is growth of capital and dividend income that invests in Schlumberger common stock. On August 31, 1998, Camco shares previously held by this fund were exchanged for Schlumberger shares. Participants may invest no more than 25% of their account balances and/or contributions in this fund. Note 5 - Regulatory Status of the Plan The Plan was amended and restated on April 21, 1998, to incorporate changes to the Internal Revenue Code and ERISA as a result of the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997. This amendment did not have a material effect on the December 31, 1998 Financial Statements. The amended Plan was filed with the Internal Revenue Service (the "IRS") prior to its adoption. In a determination letter dated February 19, 1998, the IRS stated that the Plan met the requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that the trust established thereunder was entitled to exemption from federal income tax under the provisions of Section 501(a) of the Code. Company matching contributions will not be required to be included in participants' taxable income until they are distributed to the participants. The Plan administrator and the Plan's counsel believe that the Plan currently is designed and being operated in compliance with the applicable requirements of the Code. They believe, therefore, that the Plan was qualified and the related trust was tax-exempt as of the financial statement date. The Plan is also in compliance with the provisions of the ERISA. -8- Line 27a - Schedule of Assets Held for Investment Purposes Camco Thrift Plan EIN: 13-3517570; P/N 001 December 31, 1998
(c) Description of investment (b) including maturity date, Identity of issue, rate of interest, (e) borrower, lessor, or collateral, par or (d) Current (a) similar party maturity value Cost value - --- ------------------------------ ------------------------------ -------------- ---------------- Participant loans 7.0% - 12.0% interest $ - $ 6,890,466 Camco/Schlumberger Stock Employer common stock Fund 241,023 units 4,005,572 3,806,231 Common/collective trusts: AET Equity Index Fund I 397,981 shares 11,838,346 13,935,694 AET Income Fund II 1,386,096 shares 22,038,464 25,562,380 Registered investment companies: IDS International Fund 247,359 shares 2,874,557 2,862,437 IDS New Dimensions Fund 1,156,948 shares 24,292,548 33,372,154 IDS Mutual Fund 765,761 shares 10,275,030 9,973,266 IDS Federal Income Fund 4,229,323 shares 21,427,898 21,336,933 AIM Constellation Fund 65,118 shares 1,853,033 1,987,407 -------------- ---------------- $ 98,605,448 $ 119,726,968 ============== ================
-9- Line 27d - Schedule of Reportable Transactions Camco Thrift Plan EIN: 13-3517570; P/N 001 For the Year Ended December 31, 1998
(a) (c) (d) (i) Identity of (b) Purchase Selling Net gain party involved Description of asset price price or (loss) - ------------------------------------------------------------- ------------ ------------ ----------- Camco/Schlumberger Stock Fund Employer common stock 121 purchases, 100 sales $ 2,907,195 $ 2,011,964 $ 350,362 Common/collective trusts: AET Equity Index Fund I 87 purchases, 37 sales 12,974,709 1,069,228 (67,135) AET Income Fund II 108 purchases, 138 sales 6,327,600 7,449,357 1,122,788 Registered investment companies: IDS International Fund 112 purchases, 104 sales 2,938,957 2,289,494 75,171 IDS New Dimensions Fund 150 purchases, 116 sales 8,841,574 6,158,367 1,899,001 IDS Stock Fund 79 purchases, 118 sales 2,114,256 14,559,755 1,339,480 IDS Mutual Fund 122 purchases, 133 sales 3,458,230 3,141,741 197,148 IDS Federal Income Fund 277 purchases, 133 sales 8,000,356 5,914,818 40,891 AIM Constellation Fund 72 purchases, 26 sales 1,997,636 131,795 (12,809) ------------ ------------ ----------- $ 49,560,513 $ 42,726,519 $ 4,944,897 ============ ============ ===========
-10- EXHIBIT INDEX Exhibit No. Description - ------- ----------- 23 -- Consent of Larkin, Ervin & Shirley, L.L.P. EX-23 2 CONSENT OF LARKIN, ERVIN & SHIRLEY, L.L.P. EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in Registration Statement No. 333-81717 of Schlumberger Limited on Form S-8 of our report dated June 11, 1999, appearing in this Annual Report on Form 11-K of the Camco Thrift Plan for the year ended December 31, 1998. /s/ LARKIN, ERVIN & SHIRLEY, L.L.P. Houston, Texas June 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----