<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No fee required, effective October 7, 1996)
For the fiscal year ended DECEMBER 31, 1998
------------------------------------------------
Or
[ ] Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from to
-------------- ----------------------
Commission file number 1-12317
--------------------------------------------------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN
-------------------------------------------
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office NATIONAL-OILWELL, INC.
-------------------------------------
10000 RICHMOND AVENUE
- -------------------------------------------------------------------------------
4TH FLOOR
- -------------------------------------------------------------------------------
HOUSTON, TEXAS 77042-4200
- -------------------------------------------------------------------------------
<PAGE> 2
REQUIRED INFORMATION
National-Oilwell Retirement and Thrift Plan Financial Statements and Schedules
prepared in accordance with financial reporting requirements of the Employee
Retirement Income Security Act of 1974, as amended.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN
June 24, 1999 /s/ Daniel L. Molinaro
- ------------------------ -------------------------------------------
Date Daniel L. Molinaro
Treasurer for National-Oilwell, Inc.
and National-Oilwell Benefits Plan
Administrative Committee Member
2
<PAGE> 3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C>
23.1 Consent of Ernst and Young LLP
99.1 National-Oilwell Retirement and Thrift Plan Financial Statements and
Schedules prepared in accordance with financial reporting requirements
of ERISA. (Supplemental Schedule, Item 27(b)--Schedule of Loans or
Fixed Income Obligations, is omitted because it is not applicable.)
</TABLE>
3
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-46459) pertaining to the National-Oilwell Retirement and Thrift Plan
of our report dated June 7, 1999, with respect to the financial statements and
schedules of the National-Oilwell Retirement and Thrift Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1998.
/s/ Ernst & Young LLP
June 23, 1999
Houston, Texas
<PAGE> 1
EXHIBIT 99.1
National-Oilwell Retirement and Thrift Plan
Financial Statements and Supplemental Schedules
Year ended December 31, 1998
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors...........................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits..........................2
Statement of Changes in Net Assets Available for Benefits................3
Notes to Financial Statements............................................4
Supplemental Schedules
Item 27(a) - Schedule of Assets Held for Investment Purposes............12
Item 27(d) - Schedule of Reportable Transactions........................13
</TABLE>
<PAGE> 2
Report of Independent Auditors
The Benefit Plan Administrative Committee
National-Oilwell Retirement and Thrift Plan
We have audited the accompanying statements of net assets available for benefits
of National-Oilwell Retirement and 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 Plan at
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1998, schedule of loans or fixed
income obligations as of December 31, 1998, and reportable transactions for the
year ended December 31, 1998, are presented for 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 supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Ernst & Young LLP
June 7, 1999
<PAGE> 3
National-Oilwell Retirement and Thrift Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
Cash $ 5,531 $ --
Receivables:
Employer contributions 1,189,087 792,222
Participant contributions 317,109 188,644
Accrued income 636,009 521,240
Assets disposed -- 13,151
----------- -----------
Total receivables 2,142,205 1,515,257
Investments:
Bank of America Short-Term Investment Fund -- 7,835,187
AET Money Market I Fund 62,237 --
Armco, Inc. common stock 140,844 219,124
National-Oilwell, Inc. common stock 1,682,007 --
Dodge & Cox Balanced Mutual Fund -- 4,885,889
Ivy International Mutual Fund -- 4,516,918
Vanguard S&P 500 Index Mutual Fund -- 5,913,084
The Equitable Life Assurance Society -
Diversified Common Stock Fund -- 13,057,257
AET Equity Index II Fund 8,333,986 --
IDS Bond Fund 1,650,508 --
AIM Balanced Fund 6,335,471 --
Barron Asset Fund 1,557,410 --
IDS Growth Fund 16,239,532 --
IDS Blue Chip Advantage Fund 2,633,670 --
Janus Worldwide Fund 5,574,061 --
AET Income II Fund 14,442,585 --
Participant loans 1,911,394 1,153,533
Investment contracts with insurance companies (Note 3) 13,728,046 19,464,026
----------- -----------
Total investments 74,291,751 57,045,018
----------- -----------
Total assets 76,439,487 58,560,275
LIABILITIES
Excess contributions to be refunded -- 8,324
Assets acquired -- 512,898
Accrued expenses -- 16,990
Other 3,299 --
----------- -----------
Total liabilities 3,299 538,212
----------- -----------
Net assets available for benefits $76,436,188 $58,022,063
=========== ===========
</TABLE>
See accompanying notes.
2
<PAGE> 4
National-Oilwell Retirement and Thrift Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1998
<TABLE>
<S> <C>
Additions:
Employer contributions $ 3,655,724
Participant contributions 3,697,408
Participant rollovers 451,045
Interest and dividends 2,554,737
Net appreciation in fair value of investments 5,398,915
-----------
Total additions 15,757,829
Deductions:
Benefits paid to participants 7,581,451
Administrative expenses 128,243
-----------
Total deductions 7,709,694
Other changes in net assets:
Transfers from other qualified plans (Note 1) 10,365,990
-----------
Net increase 18,414,125
Net assets available for benefits at:
Beginning of year 58,022,063
-----------
End of year $76,436,188
===========
</TABLE>
See accompanying notes.
3
<PAGE> 5
National-Oilwell Retirement and Thrift Plan
Notes to Financial Statements
December 31, 1998
1. DESCRIPTION OF THE PLAN
The following description of the National-Oilwell Retirement and Thrift Plan
(the "Plan") is provided for general information only. Participants should refer
to the Summary Plan Description for a more complete description of the Plan's
provisions, a copy of which is available from National-Oilwell (the "Company").
GENERAL
The Plan was established effective April 1, 1987 for the benefit of the
employees of the Company. The Plan is a defined contribution plan covering
substantially all domestic employees who have completed at least one year of
service. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
CONTRIBUTIONS
Participants may make both pretax and after-tax contributions to the Plan. The
maximum a participant can contribute (both pretax and after-tax combined) is 14%
of compensation, and the minimum is 2%. At its discretion, the Company may match
a portion of the participant's contribution. For 1998 and 1997, the Company
elected to match 25% of the first 6% of each participant's contribution. The
Company may also make an additional discretionary matching contribution as of
the end of each Plan year, which is determined by the Company's financial
performance during the Plan year. For 1998 and 1997, the additional
discretionary match was 40.31% and 43.78% of the first 6% of each participant's
contribution, respectively. The Company also made two other types of
discretionary contributions to the Plan in 1998 and 1997. The first type of
contribution, the Employer Retirement Contribution, is allocated to
participants' accounts based on their years of service. The second discretionary
contribution, the Employer Medical Savings Contribution ("MSA"), was established
to accumulate assets for payment of medical insurance premiums after retirement,
and is allocated to the participants' accounts based on years of service. Each
participant may direct the trustee to invest both the participant's and the
Company's contributions in one or more investment options.
4
<PAGE> 6
National-Oilwell Retirement and Thrift Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS
All contributions were invested with the predecessor trustee, Bank of America,
in either a Fixed Income Fund (comprised of the Bank of America Short-Term
Investment Fund and investment contracts with insurance companies); an Equity
Fund (consisting primarily of the Equitable Life Assurance Society - Diversified
Common Stock Fund, a pooled separate account); a Balanced Fund (consisting
primarily of the Dodge & Cox Balanced Mutual Fund); an International Fund
(consisting primarily of the Ivy International Mutual Fund); and an Index Fund
(consisting primarily of the Vanguard S & P 500 Mutual Fund).
Effective April 1, 1998, American Express Trust Company assumed record keeping
and trustee responsibilities of the Plan and the Plan's fund options were
changed to the following participant-directed fund options: AET Equity Index II
Fund, IDS Bond Fund, AIM Balanced Fund, Barron Asset Fund, IDS Growth Fund, IDS
Blue Chip Advantage Fund, Janus Worldwide Fund, National-Oilwell Stock Fund, and
Stable Value Fund (consisting primarily of guaranteed investment contracts and
the AET Income II Fund).
Employees choose between investment options in 5% increments. The Plan also
contains shares of Armco stock which were transferred from the thrift plan of
Armco Inc. Under the current Plan, however, no additional contributions will be
invested in Armco stock.
VESTING
Participants are immediately vested in participant and employer contributions
and the related earnings which have been credited to their accounts.
BENEFIT PAYMENTS
The Plan pays lump-sum benefits on retirement, disability, death, or termination
of employment. In-service withdrawals, subject to certain rules and
restrictions, may also be made from all but the retirement and MSA account
balances.
5
<PAGE> 7
National-Oilwell Retirement and Thrift Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT LOANS
The Plan includes a loan provision that permits participants to borrow up to the
lesser of $50,000 or 50% of the total value of their Plan assets. The loans are
payable in principal installments plus interest at prime plus 1% through payroll
deductions and are due in one- to five-year terms. The loans are considered
individually directed accounts which do not affect the assets of the other Plan
participants.
ADMINISTRATIVE EXPENSES
Certain administrative expenses are paid from the Plan's assets. All other Plan
expenses are paid by the Company.
TRANSFERS FROM OTHER QUALIFIED PLANS
Effective April 1, 1998, the Dreco, Inc. Employees' 401(k) Plan was merged into
the Plan as a result of the Dreco Energy Service Ltd. acquisition occurring in
1997. Approximately $3.2 million in assets was transferred into the Plan related
to the Dreco, Inc. Employees' 401(k) Plan.
Effective April 1, 1998, the PEP, Inc. Employee Profit Sharing/401(k) Plan
merged into the Plan as a result of the PEP, Inc. acquisition occurring in 1997.
Approximately $1.6 million in assets was transferred into the Plan related to
the PEP, Inc. Employee Profit Sharing/401(k) Plan.
Effective October 1, 1998, the Phoenix Energy Products 401(k)/Profit Sharing
Plan was merged into the Plan as a result of the Phoenix Energy Products, Inc.
acquisition occurring in June 1998. Approximately $5.5 million in assets was
transferred into the plan related to the Phoenix Energy Products 401(k)/Profit
Sharing Plan.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue contributions at any time and to terminate the
Plan subject to the provisions of ERISA. Participants would be 100% vested in
their accounts in any event.
6
<PAGE> 8
National-Oilwell retirement and Thrift Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan have been prepared using the accrual method
of accounting. Benefit payments to participants are recorded upon distribution.
INVESTMENT VALUATION
Short-term investments are stated at cost, which approximates fair value.
Investments in corporate common stock and mutual funds are stated at fair value,
based on quotations obtained from national securities exchanges. The investment
contracts with insurance companies included in the Fixed Income Fund and Stable
Value Fund are fully benefit-responsive and, therefore, are recorded at contract
value which approximates fair value. Contract value represents contributions
made under the contract plus interest at the contract rate less funds used to
pay benefits and expenses. The fair value of the participation units owned by
the Plan in the pooled separate account included in the Equity Fund is based on
quoted redemption value on the last business day of the Plan year. Participant
loans are stated at cost, which approximates fair value.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts in the financial statements and accompanying notes
and schedules. Actual results could differ from those estimates.
3. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES
The Company currently holds a guaranteed investment contract with Connecticut
General Life Insurance Company ("CIGNA"), a group annuity contract with Kentucky
Commonwealth Life Insurance Company ("Kentucky Commonwealth"), and a group
annuity contract with New York Life Insurance Company ("New York Life").
Withdrawals of the funds' assets not in compliance with the CIGNA or New York
Life contracts are subject to certain penalties.
7
<PAGE> 9
National-Oilwell Retirement and Thrift Plan
Notes to Financial Statements (continued)
3. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES (CONTINUED)
The contract values at December 31, 1998 and 1997 are as follows:
<TABLE>
DECEMBER 31
1998 1997
----------- -----------
<S> <C> <C>
CIGNA $ 5,655,553 $ 5,573,969
New York Life 3,757,001 3,702,547
Met Life -- 5,937,626
Kentucky Commonwealth 4,315,492 4,249,884
=========== ===========
$13,728,046 $19,464,026
=========== ===========
</TABLE>
The insurance companies maintain deposits in funds to which interest is added.
The rates in effect for the years ended December 31, 1998 and 1997 are as
follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 MATURITY
1998 1997 DATE
--------- --------- ------------------
<S> <C> <C> <C>
CIGNA 6.07% 6.07% December 31, 1999
New York Life 6.10% 6.10% December 31, 1999
Met Life 8.22% 8.22% December 31, 1998
Kentucky Commonwealth 6.41% 6.41% January 2, 2001
</TABLE>
All rates are fixed through maturity.
8
<PAGE> 10
National-Oilwell Retirement and Thrift Plan
Notes to Financial Statements (continued)
4. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
<TABLE>
<CAPTION>
NET ASSETS
AVAILABLE FOR NETAPPRECIATION
BENEFITS AT PARTICIPANT INTEREST (DEPRECIATION) IN
DECEMBER 31 EMPLOYER CONTRIBUTIONS AND AND FAIR VALUE OF
1997 CONTRIBUTIONS ROLLOVERS DIVIDENDS INVESTMENTS
--------------- --------------- -------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
Participant Directed:
Fixed Income Fund $ 27,902,549 $ 152,361 $ 180,668 $ 355,101 $ 63,232
Equity Fund 13,044,526 53,204 78,388 3,676 1,511,341
Balanced Fund 5,035,110 29,965 47,812 106,506 216,313
International Fund 4,585,969 28,970 44,553 938 554,531
Index Fund 6,104,199 47,383 81,075 31,368 769,304
Stable Value Fund -- 558,158 533,312 256,661 1,069,351
IDS Bond Fund -- 96,965 192,012 64,793 (31,288)
AET Equity Index II Fund -- 265,067 498,781 12,551 830,645
AIM Balanced Fund -- 132,845 279,477 52,272 122,990
IDS Blue Chip Advantage Fund -- 197,787 331,480 193,016 225,453
Janus Worldwide Fund -- 132,161 236,155 298,905 25,816
Barron Asset Fund -- 229,053 379,656 (7,121) 117,323
IDS Growth Fund -- 235,977 481,319 970,442 189,922
National-Oilwell Stock Fund -- 161,290 299,561 779 (241,613)
Participant loans 1,130,431 -- -- 144,556 --
Non-Participant Directed:
Armco Stock Fund 219,279 -- -- 11 (24,405)
Other -- 1,334,538 484,204 70,283 --
--------------- --------------- -------------- -------------- --------------
$ 58,022,063 $ 3,655,724 $ 4,148,453 $ 2,554,737 $ 5,398,915
=============== =============== ============== ============== ==============
<CAPTION>
NET ASSETS
AVAILABLE FOR
TRANSFERS FROM BENEFITS AT
BENEFIT ADMINISTRATIVE INTERFUND OTHER QUALIFIED DECEMBER 31
PAYMENTS EXPENSES TRANSFERS PLANS 1998
-------------- ------------ --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Participant Directed:
Fixed Income Fund $ (654,014) $ (38,626) $ (441,139) $(27,520,132) $ --
Equity Fund (430,942) (20,430) (368,801) (13,870,962) --
Balanced Fund (143,849) (1,856) 146,116 (5,436,117) --
International Fund (106,912) (1,954) (219,267) (4,886,828) --
Index Fund (54,998) (2,343) 838,292 (7,814,280) --
Stable Value Fund (3,466,887) (25,806) (446,647) 30,358,261 28,836,403
IDS Bond Fund (47,627) (1,392) 378,478 998,567 1,650,508
AET Equity Index II Fund (520,704) (7,190) (622,148) 7,841,446 8,298,448
AIM Balanced Fund (480,983) (5,518) (436,111) 6,670,499 6,335,471
IDS Blue Chip Advantage Fund (28,566) (1,108) 290,848 1,424,760 2,633,670
Janus Worldwide Fund (363,939) (4,965) (14,053) 5,263,981 5,574,061
Barron Asset Fund (27,233) (827) 701,303 163,655 1,555,809
IDS Growth Fund (952,372) (13,141) (1,645,038) 16,955,289 16,222,398
National-Oilwell Stock Fund (37,089) (889) 1,577,112 7,871 1,767,022
Participant loans (254,912) -- 333,492 561,787 1,915,354
Non-Participant Directed:
Armco Stock Fund (10,424) (84) (70,434) 26,905 140,848
Other -- (2,114) (2,003) (378,712) 1,506,196
-------------- ------------ --------------- ------------ ---------------
$ (7,581,451) $ (128,243) $ -- $ 10,365,990 $ 76,436,188
============== ============ =============== ============ ===============
</TABLE>
See accompanying notes.
9
<PAGE> 11
National-Oilwell Retirement and Thrift Plan
Notes to Financial Statements (continued)
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31
1997
-----------
<S> <C>
Net assets available for benefits per financial statements $58,022,063
Amounts allocated to withdrawing participants 115,729
-----------
Net assets available for benefits per Form 5500 $57,906,334
===========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31 1998
-------------------
<S> <C>
Benefits paid to participants per the financial statements $ 7,581,451
Less amounts allocated to withdrawing participants at
beginning of year (111,729)
------------------
Benefits paid to participants per Form 5500 $ 7,469,722
==================
</TABLE>
Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, but which have not yet been paid as of that date.
6. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated September 18, 1997, stating that the Plan is qualified under Section
401(a) of the Internal Revenue Code (the "IRC") and, therefore, the related
trust is exempt from taxation. Once qualified, the Plan is required to operate
in conformity with the IRC to maintain its qualification. The Benefit Plan
Administrative Committee believes the Plan is being operated in compliance with
the applicable requirements of the IRC and, therefore, believes that the Plan is
qualified and the related trust is tax exempt.
10
<PAGE> 12
National-Oilwell Retirement and Thrift Plan
Notes to Financial Statements (continued)
7. YEAR 2000 ISSUE (UNAUDITED)
The Company has determined that it will be necessary to take certain steps in
order to ensure that the Plan's information systems are prepared to handle year
2000 dates. The Company is taking a two phase approach. The first phase
addresses internal systems that must be modified or replaced to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications, and test the software and equipment for
the year 2000 modifications. The Company anticipates substantially completing
this phase of the project by June 1999. Costs associated with modifying software
and equipment are not estimated to be significant and will be paid by the
Company.
For the second phase of the project, Plan management established formal
communications with its third party service providers to determine that they
have developed plans to address their own year 2000 problems as they relate to
the Plan's operations. All third party service providers have indicated that
they will be year 2000 compliant by mid 1999. If modification of data processing
systems of either the Plan, the Company, or its service providers are not
completed timely, the year 2000 problem could have a material impact on the
operations of the Plan. However, the Plan's management is developing a
contingency plan in case the systems are inoperable for an extended period.
11
<PAGE> 13
National-Oilwell Retirement and Thrift Plan
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1998
EIN: 76-0211719 PN: 001
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
- -------------------------------------------- ----------------------------------------- --------------- -------------
<S> <C> <C> <C>
*Armco Inc. Armco Inc. common stock $ 408,470 $ 140,844
New York Life Insurance Company Group Annuity Contract #GA 30498 3,757,001 3,757,001
Connecticut General Life Insurance Company Guaranteed Investment Contract #25198 5,655,553 5,655,553
Kentucky Commonwealth Life Insurance Company Group Annuity Contract #ADA00804FR 4,315,492 4,315,492
*American Express Trust Company AET Money Market I Fund 62,237 62,237
*National-Oilwell, Inc. National-Oilwell, Inc. common stock 1,649,463 1,682,007
*American Express Trust Company AET Equity Index II Fund 7,461,593 8,333,986
*American Express Trust Company IDS Bond Fund 1,673,019 1,650,508
*American Express Trust Company AIM Balanced Fund 6,176,893 6,335,471
*American Express Trust Company Barron Asset Fund 1,400,931 1,557,410
*American Express Trust Company IDS Growth Fund 15,597,996 16,239,532
*American Express Trust Company IDS Blue Chip Advantage Fund 2,264,546 2,633,670
*American Express Trust Company Janus Worldwide Fund 5,255,328 5,574,061
*American Express Trust Company AET Income II Fund 14,267,012 14,442,585
*Participant loans Loans with various maturities and interest
rates ranging from 7.24% to 11.0%
-- 1,911,394
--------------- -------------
$ 69,945,534 $ 74,291,751
=============== =============
</TABLE>
*Party-in-interest
12
<PAGE> 14
National-Oilwell Retirement and Thrift Plan
Item 27(d) - Schedule of Reportable Transactions
Year ended December 31, 1998
EIN: 76-0211719 PN: 001
<TABLE>
<CAPTION>
PURCHASE SELLING
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE
- ------------------------------ ---------------------------- ------------- ---------------
<S> <C> <C> <C>
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
American Express Trust Company Bank of America Short-Term
Investment Fund
Sales: $ -- $ 7,338,232
-- 5,329,730
-- 7,813,005
-- 13,867,452
-- 4,885,991
Purchases: 5,328,730 --
6,960,280 --
6,906,173 --
4,884,991 --
7,812,005 --
American Express Trust Company AET Equity Index II Fund
Purchase 7,814,280 --
<CAPTION>
CURRENT VALUE OF
COST OF ASSET ON NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS)
- ------------------------------ --------------------------- ------------ -------------------- -------------
<S> <C> <C> <C> <C>
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
American Express Trust Company Bank of America Short-Term
Investment Fund
Sales: $ 7,338,232 $ 7,338,232 $ --
5,329,730 5,329,730 --
7,813,005 7,813,005 --
13,867,452 13,867,452 --
4,885,991 4,885,991 --
Purchases: 5,328,730 5,328,730 --
6,960,280 6,960,280 --
6,906,173 6,906,173 --
4,884,991 4,884,991 --
7,812,005 7,812,005 --
American Express Trust Company AET Equity Index II Fund
Purchase 7,814,280 7,814,280 --
</TABLE>
13
<PAGE> 15
National-Oilwell Retirement and Thrift Plan
Item 27(d) - Schedule of Reportable Transactions (continued)
Year ended December 31, 1998
EIN: 76-0211719 PN: 001
<TABLE>
<CAPTION>
PURCHASE SELLING
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE
- ------------------------------ ---------------------------- ------------- ---------------
<S> <C> <C> <C>
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED)
American Express Trust Company AIM Balanced Fund
Purchase $ 5,331,407 $ --
American Express Trust Company IDS Growth Fund
Purchase 13,984,226 --
American Express Trust Company Janus Worldwide Fund
Purchase 4,886,828 --
American Express Trust Company AET Income II Fund
Purchases: 6,424,308 --
7,338,232 --
American Express Trust Company Metropolitan Life Insurance
Company Group Annuity Contract
#20096
Sale -- 6,054,416
<CAPTION>
CURRENT VALUE OF
COST OF ASSET ON NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS)
- ------------------------------- --------------------------- ---------- ----------------- ---------
<S> <C> <C> <C> <C>
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED
American Express Trust Company AIM Balanced Fund
Purchase $ 5,331,407 $ 5,331,407 $ --
American Express Trust Company IDS Growth Fund
Purchase 13,984,226 13,984,226 --
American Express Trust Company Janus Worldwide Fund
Purchase 4,886,828 4,886,828 --
American Express Trust Company AET Income II Fund
Purchases: 6,424,308 6,424,308 --
7,338,232 7,338,232 --
American Express Trust Company Metropolitan Life Insurance
Company Group Annuity Contract
#20096
Sale 6,054,416 6,054,416 --
</TABLE>
14
<PAGE> 16
National-Oilwell Retirement and Thrift Plan
Item 27(d) - Schedule of Reportable Transactions (continued)
Year ended December 31, 1998
EIN: 76-0211719 PN: 001
<TABLE>
<CAPTION>
PURCHASE SELLING
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE
- ------------------------------ ---------------------------- ------------- ---------------
<S> <C> <C> <C>
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED)
American Express Trust Company AET Money Market I Fund
Sale $ -- $ 2,956,937
Purchase 3,019,173 --
American Express Trust Company Dodge & Cox Balanced Mutual
Fund
Sale -- 5,328,730
American Express Trust Company Ivy International Mutual
Fund
Sale -- 4,884,991
American Express Trust Company Vanguard S&P 500 Index Mutual
Fund
Sale -- 7,812,005
<CAPTION>
CURRENT VALUE OF
COST OF ASSET ON NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS)
- ----------------------------- ------------------------- ------------ ------------------ -----------
<S> <C> <C> <C> <C>
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED)
American Express Trust Company AET Money Market I Fund
Sale $ 2,956,937 $ 2,956,937 $ --
Purchase 3,019,173 3,019,173 --
American Express Trust Company Dodge & Cox Balanced Mutual
Fund
Sale 4,511,873 5,328,730 816,857
American Express Trust Company Ivy International Mutual
Fund
Sale 3,485,061 4,884,991 1,399,930
American Express Trust Company Vanguard S&P 500 Index Mutual
Fund
Sale 5,814,031 7,812,005 1,997,974
</TABLE>
15
<PAGE> 17
National-Oilwell Retirement and Thrift Plan
Item 27(d) - Schedule of Reportable Transactions (continued)
Year ended December 31, 1998
EIN: 76-0211719 PN: 001
<TABLE>
<CAPTION>
PURCHASE SELLING
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE
- --------------------------------- ------------------------- -------------- -------------
<S> <C> <C> <C>
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
American Express Trust Company Equitable Life Assurance Society -
Diversified Common Stock Fund
Sales: $ -- $ 6,960,280
-- 6,906,173
American Express Trust Company Bank of America Short-Term
Investment Fund
Sales -- 44,787,322
Purchases 36,952,135 --
American Express Trust Company Vanguard S&P 500 Index Mutual
Fund
Sales -- 7,839,262
Purchases 1,156,874 --
American Express Trust Company Dodge & Cox Balanced Mutual
Fund
Sales -- 5,351,979
Purchases 249,777 --
<CAPTION>
CURRENT VALUE OF
COST OF ASSET ON NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS)
- -------------------------------- ------------------------------ ------------- ------------------ -------------
<S> <C> <C> <C> <C>
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
American Express Trust Company Equitable Life Assurance Society -
Diversified Common Stock Fund
Sales: $ 1,920,094 $ 6,960,280 $ 5,040,186
1,920,094 6,906,173 4,986,079
American Express Trust Company Bank of America Short-Term
Investment Fund
Sales 44,787,322 44,787,322 --
Purchases 36,952,135 36,952,135 --
American Express Trust Company Vanguard S&P 500 Index Mutual
Fund
Sales 5,834,411 7,839,262 2,004,851
Purchases 1,156,874 1,156,874 --
American Express Trust Company Dodge & Cox Balanced Mutual
Fund
Sales 4,531,830 5,351,979 820,149
Purchases 249,777 249,777 --
</TABLE>
16
<PAGE> 18
National-Oilwell Retirement and Thrift Plan
Item 27(d) - Schedule of Reportable Transactions (continued)
Year ended December 31, 1998
EIN: 76-0211719 PN: 001
<TABLE>
<CAPTION>
PURCHASE SELLING
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE
- ------------------------------- ---------------------------- --------------- --------------
<S> <C> <C> <C>
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED)
American Express Trust Company Ivy International Mutual Fund
Sales $ -- $ 5,209,957
Purchases 138,507 --
American Express Trust Company The Equitable Life Assurance Society
Diversified Common Stock Fund
Sales -- 14,652,373
Purchases 83,775 --
American Express Trust Company AET Equity Index II Fund
Sales -- 2,214,255
Purchases 9,693,868 --
American Express Trust Company IDS Bond Fund
Sales -- 916,660
Purchases 2,609,832 --
<CAPTION>
CURRENT VALUE OF
COST OF ASSET ON NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS)
- -------------------------------- ----------------------------- ------------- ------------------ --------------
<S> <C> <C> <C> <C>
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED)
American Express Trust Company Ivy International Mutual Fund
Sales $ 3,722,832 $ 5,209,957 $ 1,487,125
Purchases 138,507 138,507 --
American Express Trust Company The Equitable Life Assurance Society
Diversified Common Stock Fund
Sales 4,564,392 14,652,373 10,087,981
Purchases 83,775 83,775 --
American Express Trust Company AET Equity Index II Fund
Sales 2,232,275 2,214,255 (18,020)
Purchases 9,693,868 9,693,868 --
American Express Trust Company IDS Bond Fund
Sales 936,813 916,660 (20,153)
Purchases 2,609,832 2,609,832 --
</TABLE>
17
<PAGE> 19
National-Oilwell Retirement and Thrift Plan
Item 27(d) - Schedule of Reportable Transactions (continued)
Year ended December 31, 1998
EIN: 76-0211719 PN: 001
<TABLE>
<CAPTION>
PURCHASE SELLING
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE
- -------------------------------- ----------------------------- --------------- --------------
<S> <C> <C> <C>
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED)
American Express Trust Company AIM Balanced Fund
Sales $ -- $ 1,525,261
Purchases 7,810,312 --
American Express Trust Company Barron Asset Fund
Sales -- 267,839
Purchases 1,716,243 --
American Express Trust Company IDS Blue Chip Advantage Fund
Sales -- 270,813
Purchases 2,535,381 --
<CAPTION>
CURRENT VALUE OF
COST OF ASSET ON NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS)
- --------------------------------- ------------------------------ -------------- ------------------- -----------
<S> <C> <C> <C> <C>
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED)
American Express Trust Company AIM Balanced Fund
Sales $ 1,633,419 $ 1,525,261 $ (108,158)
Purchases 7,810,312 7,810,312 --
American Express Trust Company Barron Asset Fund
Sales 315,312 267,839 (47,473)
Purchases 1,716,243 1,716,243 --
American Express Trust Company IDS Blue Chip Advantage Fund
Sales 270,835 270,813 (22)
Purchases 2,535,381 2,535,381 --
</TABLE>
18
<PAGE> 20
National-Oilwell Retirement and Thrift Plan
Item 27(d) - Schedule of Reportable Transactions (continued)
Year ended December 31, 1998
EIN: 76-0211719 PN: 001
<TABLE>
<CAPTION>
PURCHASE SELLING
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE
- ------------------------------- ------------------------- ------------- ------------
<S> <C> <C> <C>
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED)
American Express Trust Company IDS Growth Fund
Sales $ -- $ 2,786,966
Purchases 18,567,013 --
American Express Trust Company Janus Worldwide Fund
Sales -- 1,169,010
Purchases 6,436,433 --
American Express Trust Company AET Income II Fund
Sales -- 14,035,807
Purchases 28,076,012 --
American Express Trust Company Metropolitan Life Insurance
Company Group Annuity Contract
# 20096
Sales -- 6,054,416
Purchases 116,790 --
<CAPTION>
CURRENT VALUE OF
COST OF ASSET ON NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS)
- ------------------------------- ------------------------- ------------- ------------------ --------
<S> <C> <C> <C> <C>
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED)
American Express Trust Company IDS Growth Fund
Sales $ 2,969,017 $ 2,786,966 $ 182,051)
Purchases 18,567,013 18,567,013 --
American Express Trust Company Janus Worldwide Fund
Sales 1,181,105 1,169,010 (12,095)
Purchases 6,436,433 6,436,433 --
American Express Trust Company AET Income II Fund
Sales 13,809,000 14,035,807 226,807
Purchases 28,076,012 28,076,012 --
American Express Trust Company Metropolitan Life Insurance
Company Group Annuity Contract
# 20096
Sales 6,054,416 6,054,416 --
Purchases 116,790 116,790 --
</TABLE>
19
<PAGE> 21
National-Oilwell Retirement and Thrift Plan
Item 27(d) - Schedule of Reportable Transactions (continued)
Year ended December 31, 1998
EIN: 76-0211719 PN: 001
<TABLE>
<CAPTION>
PURCHASE SELLING
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE
- --------------------------------- --------------------------- ------------- ------------
<S> <C> <C> <C>
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED)
American Express Trust Company AET Money Market I Fund
Sales $ -- $ 2,956,936
Purchases 3,019,173 --
National Oilwell, Inc. National Oilwell, Inc. common stock
Sales -- 366,294
Purchases 2,308,542 --
<CAPTION>
CURRENT VALUE OF
COST OF ASSET ON NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSET TRANSACTION DATE (LOSS)
- --------------------------------- --------------------------- ------------- ----------------- ----------
<S> <C> <C> <C> <C>
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS (CONTINUED)
American Express Trust Company AET Money Market I Fund
Sales $ 2,956,936 $ 2,956,936 $ --
Purchases 3,019,173 3,019,173 --
National Oilwell, Inc. National Oilwell, Inc. common stock
Sales 659,079 366,294 (292,785)
Purchases 2,308,542 2,308,542 --
</TABLE>
20
