<PAGE> 1
As filed with the Securities and Exchange Commission on August 24, 1999
REGISTRATION NO. 333-___
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
NATIONAL-OILWELL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 76-0475815
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
10000 RICHMOND AVE.
HOUSTON, TEXAS 77042
(713) 346-7500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
-----------
STEVEN W. KRABLIN
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
NATIONAL-OILWELL, INC.
10000 RICHMOND AVE.
HOUSTON, TEXAS 77042
(713) 346-7500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
-----------
COPIES TO:
DAVID R. KING, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103-2921
(215) 963-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this registration statement.
If the only securities being registered on this form are being 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 426(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE AGGREGATE PRICE PROPOSED MAXIMUM AMOUNT OF
SHARES TO BE REGISTERED REGISTERED PER SHARE(1) AGGREGATE OFFERING REGISTRATION FEE
PRICE(1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share..... 500,000 shares $18.09 $9,046,855 $2,515
==================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) under the Securities Act of 1933 based
on the average of the high and low price for the common stock reported
on the New York Stock Exchange on August 20, 1999.
-----------
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.
===============================================================================
<PAGE> 2
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, August 24, 1999
PROSPECTUS
500,000 SHARES
NATIONAL-OILWELL, INC.
COMMON STOCK
Two of our stockholders, Cornelius Dupre' II and John R. Dupre', Jr.,
the "selling stockholders", are registering for sale 500,000 shares of our
common stock under this prospectus. The registration of the shares does not
necessarily mean that any of the shares will be offered or sold. We will
receive no proceeds from the sale of these shares.
The selling stockholders may sell the shares through public or private
transactions, on or off the New York Stock Exchange, at prevailing market
prices or at privately negotiated prices. See "Plan of Distribution" on page 8.
Our common stock is listed on the New York Stock Exchange under the
symbol "NOI." On August 20, 1999, the last reported sale price of the common
stock on the New York Stock Exchange was $18.000 per share.
BEFORE INVESTING IN OUR COMMON STOCK, YOU SHOULD REVIEW THE SECTION OF
THIS PROSPECTUS CALLED "RISK FACTORS" ON PAGE 4.
-----------
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.
-----------
The date of this Prospectus is August 24, 1999
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Our Company.................................................................................................. 2
Recent Developments.......................................................................................... 2
Disclosure Regarding Forward-Looking Statements.............................................................. 3
Risk Factors................................................................................................. 4
Use of Proceeds.............................................................................................. 8
Selling Stockholders......................................................................................... 8
Plan of Distribution......................................................................................... 8
Legal Matters................................................................................................ 10
Experts...................................................................................................... 10
Where You Can Find More Information.......................................................................... 10
Incorporation of Certain Documents by Reference.............................................................. 11
</TABLE>
-----------
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT
FROM WHAT IS CONTAINED IN THIS PROSPECTUS. WE ARE NOT OFFERING SHARES OF OUR
COMMON STOCK IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. THE
INFORMATION IN THIS PROSPECTUS MAY NOT BE CORRECT AT ANY TIME AFTER ITS DATE.
-----------
OUR COMPANY
Our principal executive offices are located at 10000 Richmond Ave.,
Houston, Texas 77042 and our telephone number is (713) 346-7500.
RECENT DEVELOPMENTS
Effective July 1, 1999, National-Oilwell, Inc. (the "Company") acquired
all of the outstanding capital stock of Dupre' Supply Company and Dupre'
International, Inc. ("Dupre' ") for 1.92 million shares of
National-Oilwell common stock. In addition, the Company replaced
approximately $11 million in Dupre' bank debt through borrowings under its
own credit facility. The transaction was a tax-free exchange and was
recorded in accordance with the pooling-of-interests method of accounting.
Dupre' is a leading supplier of pipe, fittings, valves and valve
automation services to energy-related industries, primarily in the Gulf
coast region.
Effective July 7, 1999, National-Oilwell, Inc. acquired the assets and
certain operating liabilities of CE Drilling Products, Inc., a privately
held company, in a cash transaction valued at approximately $65 million.
CE Drilling Products consists of Emsco drilling machinery and Wilson
mobile rigs.
2
<PAGE> 4
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus contains, or has
incorporated by reference, forward-looking statements. Statements that are not
historical facts, including statements about our beliefs and expectations, are
forward-looking statements. Forward-looking statements typically are identified
by use of terms such as "may," "will," "expect," "anticipate," "estimate" and
similar words, although some forward-looking statements are expressed
differently. You should be aware that our actual results could differ
materially from those contained in the forward-looking statements due to a
number of factors, including changes in oil and gas prices, customer demand for
our products and worldwide economic activity. You should also consider
carefully the statements under "Risk Factors" which address additional factors
that could cause our actual results to differ from those set forth in the
forward-looking statements. Given these uncertainties, current or prospective
investors are cautioned not to place undue reliance on any such forward-looking
statements. We disclaim any obligation or intent to update any such factors or
forward-looking statement to reflect future events or developments.
3
<PAGE> 5
RISK FACTORS
Before you invest in our common stock, you should be aware that there
are various risks. We have described for you below some of the risks involved
in investing in the common stock which may be offered under this prospectus.
You should carefully consider each of these factors and all of the information
both in this prospectus and the documents we refer you to in the section called
"Where You Can Find More Information" on page 10.
WE DEPEND ON THE OIL AND GAS INDUSTRY
We are very dependent upon the oil and gas industry and its
willingness to explore for and produce oil and gas. The industry's willingness
to explore and produce depends upon the prevailing view of future product
prices. Many factors affect the supply and demand for oil and gas and therefore
influence product prices, including:
o level of production from known reserves;
o cost of producing oil and gas;
o level of drilling activity;
o worldwide economic activity;
o national government political requirements;
o interest rates and the costs of capital;
o development of alternate energy sources;
o environmental regulation; and
o tax policies.
If there is a significant reduction in demand for drilling services, in cash
flows of drilling contractors or in rig utilization rates, then demand for our
products will drop.
OIL AND GAS PRICES ARE VOLATILE
Oil and gas prices have been volatile over the last ten years, ranging
from less than $11 per barrel to over $40 per barrel. Oil prices were low in
1998, generally ranging from $11 to $16 per barrel. In 1999 oil prices recovered
to more normal historical levels but there is no assurance that oil prices will
remain at these levels for any length of time. There is no assurance that the
upward trend will have a positive impact on the demand for the Company's
products and services.
Spot gas prices have also been volatile, ranging from less than $1.00
per mcf of gas to above $3.00. Gas prices were moderate in 1998 generally
ranging from $1.80 to $2.20 per mcf. In 1999 gas
4
<PAGE> 6
prices have experienced an upward trend but still remain volatile. There is no
assurance that the upward trend will have a positive impact on the demand for
the Company's products and services.
These price changes have caused many shifts in the strategies and
expenditure levels of oil and gas companies and drilling contractors,
particularly with respect to decisions to purchase major capital equipment of
the type that we manufacture. In the second half of 1998, lower oil prices
slowed production and new drilling, particularly in areas where the per barrel
cost of production is high. This slowdown quickly affected our distribution and
downhole products businesses and is now negatively impacting the products and
technology segment. While oil and gas commodity prices have been on an upward
trend in 1999, this may not have a positive impact on our businesses. We cannot
predict future oil and gas prices or the effect prices will have on exploration
and production levels.
OUR INDUSTRY IS HIGHLY COMPETITIVE
The oilfield products and services industry is highly competitive. The
following competitive actions can each affect our revenues and earnings:
o price changes;
o new product and technology introductions; and
o improvements in availability and delivery.
We compete with many companies. Some of these companies may possess
greater financial resources than we do or offer certain products that we do not
have.
WE FACE POTENTIAL PRODUCT LIABILITY AND WARRANTY CLAIMS
Customers use some of our products in potentially hazardous drilling,
completion and production applications that can cause:
o injury or loss of life;
o damage to property, equipment or the environment; and
o suspension of operations.
We have what we believe to be the amounts and types of insurance
coverage which are consistent with normal industry practice. However, our
insurance does not protect us against all liabilities. We cannot guarantee that
our insurance will be adequate to cover all liabilities we may incur. We also
cannot assure that we will be able to maintain our insurance in the future at
levels we think are necessary and at rates we consider reasonable. Particular
types of insurance coverage may not be available in the future.
We may be named as a defendant in product liability or other lawsuits
asserting potentially large claims if an accident occurs at a location where
our equipment and services have been used. We are currently party to legal and
administrative proceedings. We cannot predict the outcome of these proceedings,
nor the effects any negative outcomes may have on us.
5
<PAGE> 7
FOREIGN AND DOMESTIC POLITICAL DEVELOPMENTS AND GOVERNMENTAL REGULATIONS CAN
AFFECT US
Many aspects of our operations are affected by political developments,
including restrictions on the ability to do business in various foreign
jurisdictions. We are also subject to foreign and domestic government
regulations, such as regulations relating to oilfield operations, worker safety
and environmental protection.
In addition, we depend on demand for our products and services from
the oil and gas industry, and are therefore affected by any changes in
taxation, price controls or other laws and regulations that affect the oil and
gas industry. If laws or regulations are adopted which hinder exploration for
or production of oil and gas, our operations could suffer. We cannot predict
the extent to which our future operations may be affected by political
developments, new legislation or new regulations.
ENVIRONMENTAL REGULATIONS CAN AFFECT US
Many foreign, federal, state, provincial and local environmental laws
and regulations affect our operations, as well as the operations of our
customers. The technical requirements of these laws and regulations are
becoming increasingly expensive, complex and stringent. These laws and
regulations may sanction us for damages to natural resources or threats to
public health and safety. These laws can also make us liable for the actions of
others, or for our acts (or acts of our predecessors) that were, at the time,
legal.
Violations of laws or regulations may result in any one or more of the
following:
o revocation of permits;
o corrective action orders;
o administrative or civil penalties; or
o criminal prosecution.
Certain environmental laws may subject us to joint and several
liability for spills or releases of hazardous substances. This means that we
could be forced to pay an entire judgment even in a case in which we were only
partially responsible for the damage. We could also be sued for personal
injuries or property damage as a result of alleged exposure to hazardous
substances, as well as damage to natural resources.
INSTABILITY OF FOREIGN MARKETS COULD HAVE A NEGATIVE IMPACT ON OUR REVENUES
Some of our revenues depend upon customers in the Middle East, Africa,
Southeast Asia and other international markets. These revenues are subject to
risks of instability of foreign economies and governments. Furthermore, our
sales can be affected by laws and regulations limiting exports to particular
countries. Sometimes export laws and regulations of one jurisdiction may
contradict those of another.
6
<PAGE> 8
We are exposed to the risks of changes in exchange rates between the
U.S. dollar and foreign currencies. We do not currently engage in or plan to
engage in any significant hedging or currency trading transactions designed to
compensate for adverse currency fluctuations.
WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH
We acquired three companies in 1997, five in 1998 and two in 1999. We
also intend to acquire additional companies in the future, whenever feasible.
We cannot predict whether suitable acquisition candidates will be available on
reasonable terms. Further, we may not have access to adequate funds to complete
any desired acquisitions. Once acquired, we cannot guarantee that we will
successfully integrate the operations of the acquired companies.
Combining organizations could interrupt the activities of some or all
of our businesses, and have a negative impact on operations. Our recent
acquisitions and recent growth in revenues have placed significant demands on
us to do the following:
o improve the combined entity's operational, financial
and management information systems;
o develop further the management skills of our
managers and supervisors; and
o continue to train, motivate and effectively manage
our employees.
If we fail to effectively manage our growth, our results could suffer.
WE MAY INCUR PROBLEMS WITH OUR FINANCING
In 1998 we issued 6 7/8% senior notes due July 1, 2005. As a result of
this issuance we have become more leveraged. As of June 30, 1999, we had a
total of $150.2 million of debt, and a total of $393.3 million of stockholders'
equity. Our leverage requires us to use some of our cash flow from operations
for payment of interest on our debt. Our leverage may also make it more
difficult for us to obtain additional financing in the future. Further, our
leverage could make us more vulnerable to economic downturns and competitive
pressures.
POTENTIAL FUTURE SALE OF OUR SHARES COULD AFFECT OUR MARKET PRICE
Future sales of our shares by stockholders or option holders could
have a negative effect on the market price of our stock. At June 30, 1999, we
had outstanding options to purchase a total of 2,057,343 of our shares at
prices ranging from $5.63 to $28.81 per share. We issued 316,264 shares of our
common stock under our Value Appreciation Plans in January, 1999. Some of our
stockholders have certain rights to cause us to file a registration statement
with the SEC to allow the sale of their shares, and some also have the right to
be included in any registration statements we do file. The following is a list
of the amount of shares subject to registration rights:
7
<PAGE> 9
<TABLE>
<CAPTION>
Stockholder Number of Shares
----------- ----------------
<S> <C>
Inverness/Phoenix LLC 9,300,562
First Reserve Corporation 8,370,494
Other stockholders 3,134,510
</TABLE>
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the
selling stockholders. The offering is made to fulfill our contractual
obligations to the selling stockholders to register their shares.
SELLING STOCKHOLDERS
The shares offered under this prospectus are being sold for the
account of the selling stockholders listed below. We also provide information
regarding the selling stockholders' beneficial ownership of our common stock as
of July 1, 1999 and as adjusted to give effect to the sale.
<TABLE>
<CAPTION>
Shares Beneficially Shares Shares Beneficially
Owned Prior to Being Owned Subsequent
Offering(1) Offered to Offering(1)
------------------- ------- -------------------
Name of Selling Stockholder Number Percent Number Percent
- --------------------------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
John R. Dupre', Jr. 960,000 1.64% 250,000 710,000 1.22%
307 Mecca Drive
Lafayette, Louisiana 70508
Cornelius Dupre' II 960,000 1.64% 250,000 710,000 1.22%
307 Mecca Drive
Lafayette, Louisiana 70508
</TABLE>
- -----------------------
(1) Based on 58,257,909 shares outstanding at July 1, 1999.
PLAN OF DISTRIBUTION
We are registering the shares of common stock to fulfill our
obligations under a registration rights agreement, but the registration of the
shares of common stock does not necessarily mean that any of the shares will be
offered or sold by the selling stockholders under this prospectus.
8
<PAGE> 10
The selling stockholders may offer their shares at various times in
one or more of the following transactions:
o a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
o purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this
prospectus;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and
o face-to-face transactions between the selling stockholders
and purchasers without a broker-dealer.
In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from the selling
stockholders in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended in connection with such sales. In addition, securities covered by this
prospectus may qualify in the future to be sold under Rule 144 of the
Securities Act.
Upon our being notified by the selling stockholders that any material
arrangement has been entered into with a broker or dealer for the sale of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplemented
prospectus will be filed, if required, pursuant to Rule 424(c) under the
Securities Act, disclosing
o the name of each such broker or dealer;
o the number of shares involved;
o the price at which such shares were sold;
o the commissions paid or discounts or concessions allowed to
such broker(s) or dealer(s), where applicable;
o that such broker(s) or dealer(s) did not conduct any
investigation to verify the information set out or
incorporated by reference in this prospectus, as
supplemented; and
o other facts material to the transaction.
We are bearing all costs relating to the registration of the shares
(other than fees and expenses, if any, of counsel or other advisers to the
selling stockholders). Any commissions, discounts or other fees payable to
broker-dealers in connection with any sale of the shares will be borne by the
selling stockholders.
9
<PAGE> 11
LEGAL MATTERS
Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania, will issue an
opinion as to the validity of the common stock offered under this prospectus.
EXPERTS
The consolidated financial statements of National-Oilwell, Inc. appearing in
our Annual Report (Form 10-K) for the year ended December 31, 1998, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated by reference elsewhere herein
which, as to the year 1996, is based in part on the report of Coopers &
Lybrand, independent auditors. The supplemental financial statements of
National-Oilwell, Inc. appearing in our Current Report on Form 8-K dated August
24, 1999 have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated by reference
elsewhere herein which, as to the year 1996, is based in part on the report of
Coopers & Lybrand, independent auditors. Such financial statements and
supplemental financial statements referred to above are incorporated herein by
reference in reliance upon such reports given on the authority of such firm as
experts in accounting and auditing.
Our consolidated financial statements are incorporated by reference in
reliance on their report, given on their authority as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file reports and other information with the Securities and Exchange
Commission (the "SEC"). These reports, proxy statements and other information
can be read and copied at the public reference facilities maintained by the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549; Midwest Regional office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and Northeast Regional Office, 7 World Trade Center, Suite 1300,
New York, New York 10048. Copies of such material can be obtained at the
prescribed rates from the Public Reference Section of the SEC at its principal
office in Washington, D.C. by calling the SEC at 1-800-732-0330. In addition,
we file this material electronically with the SEC, and the SEC maintains a Web
site (http://www.sec.gov) that contains reports, proxy statements and other
information regarding companies (including us) that file electronically with
the SEC. Our common stock is listed on the New York Stock Exchange and our
reports, proxy statements and other information can also be inspected at the
office of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
We have filed with the SEC a registration statement on Form S-3, with
respect to our common stock. For further information with respect to us and the
shares, we refer you to that registration statement and its exhibits.
Statements made in this prospectus regarding the contents of any contract or
other documents are not necessarily complete. You should read the actual
documents which are exhibits to the registration statement in their entirety.
10
<PAGE> 12
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We refer you to the following documents which we have filed with the
SEC and incorporate by reference into this prospectus:
1. Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 as amended by our Current Report filed on
Form 8-K on August 24, 1999.
2. Our Annual Report on Form 11-K for the period ended December
31, 1998.
3. Our Quarterly Report on Form 10-Q for the period ended March
31, 1999.
4. Our Quarterly Report on Form 10-Q for the period ended June
30, 1999.
5. The description of our common stock contained in the
registration statement on Form 8-A filed on October 15, 1996,
as updated by our Current Report on Form 8-K filed on
November 7, 1997.
We also incorporate by reference all reports and documents filed by us
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
while this registration statement is effective. Any statement contained or
incorporated is superseded by any subsequently filed document that constitutes
a part of this prospectus.
Upon request, we will provide to you at no cost a copy of any or all of such
documents which are incorporated into this prospectus by reference. You should
direct written or oral requests for copies to Gay Mather, Director of
Communications, National-Oilwell, Inc., 10000 Richmond Ave., Houston, Texas
77042 (telephone number (713) 346-7775). Copies of our documents filed with the
SEC can also be found on our website, www.natoil.com.
11
<PAGE> 13
===============================================================================
500,000 SHARES
NATIONAL-OILWELL, INC.
COMMON STOCK
------------
PROSPECTUS
------------
AUGUST 24, 1999
================================================================================
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We will pay for the fees and expenses of the offering. The expenses of
the offering are estimated to be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee.......................................... $ 2,515
Printing Expenses............................................................................ 500
Legal Fees and Expenses...................................................................... 15,000
Accounting Fees and Expenses................................................................. 17,000
-------
Total............................................................................... $35,015
=======
</TABLE>
15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes, inter alia, a corporation 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 the corporation),
by reason of the fact that such person is or was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation
may indemnify past or present officers and directors of such corporation or of
another corporation or other enterprise at the former corporation's request, in
an action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if such person is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify him against the
expenses (including attorney's fees) which he actually and reasonably incurred
in connection therewith. Section 145 further provides that any indemnification
shall be made by the corporation only as authorized in each specific case upon
a determination by the (i) stockholders, (ii) board of directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (iii) independent counsel if a quorum of disinterested
directors so directs. Section 145 provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a
person may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 145 of the DGCL also empowers National-Oilwell to purchase and
maintain insurance on behalf of any person who is or was an officer or director
of National-Oilwell against liability asserted against or incurred by him in
any such capacity, whether or not National-Oilwell would have the power to
indemnify such officer or director against such liability under the provisions
of Section 145. National-Oilwell maintains a directors' and officers' liability
policy for such purposes.
Article Sixth, Part II, Section 1 of National-Oilwell's Amended and
Restated Certificate of Incorporation and Article VI of National-Oilwell's
Bylaws each provide that directors, officers, employees and agents shall be
indemnified to the fullest extent permitted by Section 145 of the DGCL.
II-2
<PAGE> 15
16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits. The following exhibits are filed as part of this
Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 -- Opinion of Morgan, Lewis & Bockius LLP regarding legality of securities being registered
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Coopers & Lybrand
23.3 -- Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5 hereto)
24 -- Powers of Attorney (included as part of the signature page hereof)
</TABLE>
17. UNDERTAKINGS
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 and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement.
(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 (1) (i) and (1) (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
II-3
<PAGE> 16
(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.
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 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.
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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Houston, state of Texas,
on August 24, 1999.
NATIONAL-OILWELL, INC.
By: /s/ JOEL V. STAFF
------------------
Joel V. Staff,
Chairman, President and Chief Executive
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS STEVEN W.
KRABLIN HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF
SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN
ANY AND ALL CAPACITIES, TO EXECUTE AND CAUSE TO BE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ANY AND ALL AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO
THIS REGISTRATION STATEMENT AND A RELATED REGISTRATION STATEMENT THAT IS TO BE
EFFECTIVE UPON FILING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT OF 1933,
AND IN EACH CASE TO FILE THE SAME, WITH ALL EXHIBITS THERETO AND OTHER
DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND CONFIRMS ALL THAT
SAID ATTORNEY-IN-FACT AND AGENT OR HIS SUBSTITUTE OR SUBSTITUTES MAY DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JOEL V. STAFF Chairman of the Board of Directors August 24, 1999
- --------------------------------- (Principal Executive Officer)
Joel V. Staff
/s/ STEVEN W. KRABLIN Vice President and Chief Financial August 24, 1999
- --------------------------------- Officer (Principal Financial Officer)
Steven W. Krablin
/s/ HOWARD I. BULL Director August 24, 1999
- ---------------------------------
Howard I. Bull
/s/ JAMES C. COMIS III Director August 24, 1999
- ---------------------------------
James C. Comis III
</TABLE>
II-5
<PAGE> 18
<TABLE>
<S> <C> <C>
/s/ W. McCOMB DUNWOODY Director August 24, 1999
- ---------------------------------
W. McComb Dunwoody
/s/ BEN A. GUILL Director August 24, 1999
- ---------------------------------
Ben A. Guill
/s/ WILLIAM E. MACAULAY Director August 24, 1999
- ---------------------------------
William E. Macaulay
/s/ FREDERICK W. PHEASEY Director August 24, 1999
- ---------------------------------
Frederick W. Pheasey
</TABLE>
II-6
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 -- Opinion of Morgan, Lewis & Bockius LLP regarding legality of securities being registered
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Coopers & Lybrand
23.3 -- Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5 hereto)
24 -- Powers of Attorney (included as part of the signature page hereof)
</TABLE>
<PAGE> 1
EXHIBIT 5
[MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]
August 24, 1999
National-Oilwell, Inc.
10000 Richmond Ave.
Houston, Texas 77042
Re: National-Oilwell, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
As counsel to National-Oilwell, Inc., a Delaware corporation (the "Company"),
we have assisted in the preparation of the subject Registration Statement on
Form S-3, as amended (the "Registration Statement"), to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the issuance of 500,000 shares (the "Shares") of the
Company's common stock, par value $0.01 per share.
In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement; (b) the Company's Amended and Restated Certificate of Incorporation
and Bylaws; (c) certain records of the Company's corporate proceedings as
reflected in its minute books; and (d) such records, documents, statutes and
decisions as we have deemed relevant. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity with the original of all documents submitted
to us as copies thereof.
Our opinion set forth below is limited to the Delaware General Corporation Law.
Based upon the foregoing, we are of the opinion that the Shares are validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement and to the reference to our firm under the heading "Legal Matters" in
the Registration Statement. In giving such opinion, we do not thereby admit
that we are acting within the category of persons whose consent is required
under Section 7 of the Act or the rules or regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of National-Oilwell,
Inc. for the registration of 500,000 shares of its common stock and to the
incorporation by reference therein of our report dated February 3, 1999, with
respect to the consolidated financial statements of National-Oilwell, Inc.
included in its Annual Report on Form 10-K for the year ended December 31, 1998
and our report dated August 19, 1999 with respect to the supplemental
consolidated financial statements of National-Oilwell, Inc. included in its
Current Report on Form 8-K dated August 24, 1999, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Houston, Texas
August 19, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of
National-Oilwell, Inc. for the registration of 500,000 shares of its common
stock and to the incorporation by reference therein of our report dated October
21, 1997 with respect to the consolidated financial statements of Dreco Energy
Services Ltd. for the twelve months ended November 30, 1996 included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, as amended by
its Current Report on Form 8-K dated August 24, 1999, filed with the Securities
and Exchange Commission.
/s/ Coopers & Lybrand
---------------------
Coopers & Lybrand
Chartered Accountants
Edmonton, Alberta
August 20, 1999
