<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 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)
5555 SAN FELIPE
HOUSTON, TEXAS 77056
(713) 960-5100
(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.
5555 SAN FELIPE
HOUSTON, TEXAS 77056
(713) 960-5100
(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 for 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 PER PROPOSED MAXIMUM AMOUNT OF
SHARES TO BE REGISTERED REGISTERED SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share... 3,000,000 shares $ 9.53 $28,590,000 $ 7,948
===================================================================================================================================
</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 February 16, 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, February 17, 1999
PROSPECTUS
3,000,000 SHARES
NATIONAL-OILWELL, INC.
COMMON STOCK
Westburne Inc. is offering for sale all 3,000,000 shares of our common
stock under this prospectus. We will receive no proceeds from the sale of these
shares.
Westburne 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.
The Common Stock is listed on the New York Stock Exchange under the
symbol "NOI." On February 16, 1999, the last reported sale price of the Common
Stock on the New York Stock Exchange was $9.375 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF SOME
ISSUES TO CONSIDER BEFORE PURCHASING OUR COMMON STOCK.
----------------------
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 February ___, 1999
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
The Company.................................................................................................. 2
Disclosure Regarding Forward-Looking Statements.............................................................. 2
Risk Factors................................................................................................. 3
Recent Developments.......................................................................................... 7
Use of Proceeds.............................................................................................. 7
Selling Stockholder.......................................................................................... 7
Plan of Distribution......................................................................................... 8
Legal Matters................................................................................................ 9
Experts...................................................................................................... 9
Where You Can Find More Information.......................................................................... 9
Incorporation of Certain Documents by Reference.............................................................. 10
</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.
----------------------
THE COMPANY
Our principal executive offices are located at 5555 San Felipe,
Houston, Texas 77056 and our telephone number is (718) 960-5100.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus contains, or has
incorporated by reference, forward-looking statements within the meaning of the
federal securities laws. 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 worldwide economic activity, oil and gas prices
and customer demand for our products. 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.
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RISK FACTORS
Before purchasing any shares of our common stock, you should consider
carefully the following factors, in addition to the other information contained
or incorporated by reference in this prospectus.
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 have been low
in 1998 and to date in 1999, and have generally ranged from $11 to $16 per
barrel.
Spot gas prices have also been volatile, ranging from less than $1.00
per mcf of gas to above $3.00. Gas prices have been moderate in 1998 and
to date in 1999, and have generally ranged from $1.75 to $2.20 per mcf.
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. Recent expectations of lower oil prices are
slowing production and new drilling, particularly in areas where the per barrel
cost of production is high. This
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slowdown quickly affected our distribution and downhole products businesses and
is now negatively impacting the products and technology segment as lower prices
are expected to continue for an extended period. We cannot predict future oil
and gas prices or whether such future prices will be sufficient to support
current 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 (including liabilities for
events involving pollution). 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.
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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, perfectly 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.
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<PAGE> 7
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 and five more in 1998. We also
intend to acquire additional companies in the future, where 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 and backlog 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 ARE LEVERAGED
We recently issued 6 7/8% senior notes due July 1, 2005. As a result of
this issuance we have become more leveraged. As of September 30, 1998, we had a
total of $224.7 million of debt, and a total of $353.5 million of stockholders'
equity. Our increased leverage will require us to use more of our cash flow from
operations for payment of interest on our debt. Our increased leverage may also
make it more difficult for us to obtain additional financing in the future.
Further, the increased 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 December 31, 1998, we had
outstanding options to purchase a total of 904,511 of our shares at prices
ranging from $5.63 to $28.81 per share. In addition, we have a contractual
obligation to issue 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:
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<TABLE>
<CAPTION>
Stockholder Number of Shares
----------- ----------------
<S> <C>
Inverness/Phoenix LLC 9,300,562
First Reserve Corporation 8,370,494
Other stockholders 4,484,510
</TABLE>
RECENT DEVELOPMENTS
On February 4, 1999, we announced 1998 net income of $68.9 million, or
$1.30 per share. These 1998 results include the following:
<TABLE>
<CAPTION>
Total After Taxes Per Share
------------- ------------- ------------
<S> <C> <C> <C>
Fourth Quarter Charge for Personnel
Reductions and Facility Closures
Due To Current Industry Conditions: $16.4 million $10.3 million $.19
</TABLE>
<TABLE>
<CAPTION>
Total After Taxes Per Share
------------- ------------- ------------
<S> <C> <C> <C>
Inventory Write-Down to
The Lower of Cost or Market: $ 5.6 million $ 3.5 million $.07
</TABLE>
During 1997, we reported net income of $50.7 million, or $.98 per share. These
1997 results include the following:
<TABLE>
<CAPTION>
Total After Taxes Per Share
------------- ------------- ------------
<S> <C> <C> <C>
Third Quarter Special Charge Related to
Combination with Dreco Energy Services: $10.7 million $ 8.1 million $.15
</TABLE>
<TABLE>
<CAPTION>
Total After Taxes Per Share
------------- ------------- ------------
<S> <C> <C> <C>
Extraordinary Write-Off
Of Deferred Debt Costs: $ .9 million $ .6 million $.01
</TABLE>
Revenues in 1998 increased to $1.2 billion compared to $1.0 billion in the prior
year.
We announced a backlog of capital equipment orders of $77 million at
the end of 1998, down from $270 million at the end of 1997. The lower backlog
is a result of a significant decline in the price of oil and the expectation
that oil prices will remain low throughout 1999, which in turn lowered demand
for products manufactured and sold by us. We expect revenues and earnings to
decline in 1999 due to the continued impact of current market conditions.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by
Westburne. The offering is made to fulfill our contractual obligations to
Westburne to register their shares.
SELLING STOCKHOLDER
The shares offered under this prospectus are being sold for the account
of the selling stockholder listed below. We also provide information regarding
the selling stockholder's beneficial ownership of our common stock as of
December 31, 1998 and as adjusted to give effect to the sale.
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<TABLE>
<CAPTION>
Shares Beneficially Shares Shares Beneficially
Owned Prior to Being Owned Subsequent
Offering(1) Offered to Offering(1)
--------------------- ------- ------------------
<S> <C> <C> <C> <C>
Name of Selling Stockholder Number Percent Number Percent
- --------------------------- -------- ------- ------ -------
Westburne Inc.(2) 3,000,000 5.36% 3,000,000 0 0
</TABLE>
- ----------------------
(1) Based on 55,996,785 shares outstanding at December 31, 1998.
(2) Westburne's address is 505 Locke Street, Suite 200, St. Laurent, Quebec,
Canada H42 1X7.
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 Westburne under this prospectus.
Westburne may offer its 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 Westburne and purchasers
without a broker-dealer.
In effecting sales, brokers or dealers engaged by Westburne may arrange
for other brokers or dealers to participate. Such brokers or dealers may receive
commissions or discounts from Westburne 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 the Company's being notified by Westburne 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;
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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
Westburne). Any commissions, discounts or other fees payable to broker-dealers
in connection with any sale of the shares will be borne by Westburne.
LEGAL MATTERS
Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania, will issue an
opinion as to the legality of the common stock offered under this prospectus.
EXPERTS
Our consolidated financial statements appearing in our Annual Report on
Form 10-K for the years ended December 31, 1997 and 1996 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon.
For the year ended December 31, 1996, the Ernst & Young report is based in part
on the report of Coopers & Lybrand, independent auditors. Our consolidated
financial statements are incorporated by reference in reliance on their report,
given on their authority as experts in accounting and auditing.
Our consolidated financial statements appearing in our Annual Report on
Form 10-K for the year ended August 31, 1995 have been audited by Coopers &
Lybrand, independent auditors, as set forth in their report thereon. 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. 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
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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.
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, 1997.
2. Our Quarterly Report on Form 10-Q for the period ended
March 31, 1998.
3. Our Current Report on Form 8-K filed on June 17, 1998, as
amended by Form 8-K/A filed on August 17, 1998.
4. Our Quarterly Report on Form 10-Q for the period ended June
30, 1998.
5. Our Quarterly Report on Form 10-Q for the period ended
September 30, 1998.
6. 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 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, Manager, Investor
Relations, National-Oilwell, Inc., 5555 San Felipe, Houston, Texas 77056
(telephone number (713) 960-5422).
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====================================== ====================================
3,000,000 SHARES
NATIONAL-OILWELL, INC.
COMMON STOCK
----------
PROSPECTUS
----------
FEBRUARY __, 1999
====================================== ====================================
<PAGE> 13
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..........................................$ 7,948
Printing Expenses............................................................................ 500
Legal Fees and Expenses...................................................................... 15,000
Accounting Fees and Expenses................................................................. 10,000
Total............................................................................... 33,448
</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.
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<PAGE> 14
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.
EXHIBIT
NUMBER DESCRIPTION
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)
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, 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 February 17, 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, 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 February 17, 1999
- ------------------------------------
Joel V. Staff (Principal Executive Officer)
/s/ STEVEN W. KRABLIN Vice President and Chief Financial February 17, 1999
- ------------------------------------
Steven W. Krablin Officer (Principal Financial Officer
and Principal Accounting Officer)
/s/ HOWARD I. BULL Director February 17, 1999
- ------------------------------------
Howard I. Bull
/s/ JAMES C. COMIS III Director February 17, 1999
- ------------------------------------
James C. Comis III
</TABLE>
II-5
<PAGE> 18
<TABLE>
<S> <C> <C>
/s/ JAMES T. DRESHER Director February 17, 1999
- ------------------------------------
James T. Dresher
/s/ W. McCOMB DUNWOODY Director February 17, 1999
- ------------------------------------
W. McComb Dunwoody
/s/ WILLIAM E. MACAULAY Director February 17, 1999
- ------------------------------------
William E. Macaulay
/s/ FREDERICK W. PHEASEY Director February 17, 1999
- ------------------------------------
Frederick W. Pheasey
/s/ BRUCE M. ROTHSTEIN Director February 17, 1999
- ------------------------------------
Bruce M. Rothstein
</TABLE>
II-6
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <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]
February 17, 1999
National-Oilwell, Inc.
5555 San Felipe
Houston, Texas 77056
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 3,000,000 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 3,000,000 shares of its common
stock and to the incorporation by reference therein of our report dated February
5, 1998, with respect to the consolidated financial statements of
National-Oilwell, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1997, filed with the Securities and Exchange Commission. We
also consent to the incorporation by reference of our report dated January 31,
1996 with respect to the consolidated financial statements of National-Oilwell,
a general partnership, and subsidiaries (the predecessor) for the year ended
December 31, 1995 also incorporated by reference in its Annual Report (Form
10-K) for the year ended December 31, 1997
/s/ Ernst & Young LLP
-------------------------------------------
ERNST & YOUNG LLP
Houston, Texas
February 17, 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 3,000,000 shares of its common stock and to the
incorporation by reference therein of our report dated November 1, 1996, except
as to Note 1 which is as of September 25, 1997, with respect to the consolidated
financial statements of National-Oilwell, Inc. for the year ended August 31,
1995 and the three months ended November 30, 1995 included in its Annual Report
(Form 10-K) for the year ended December 31, 1997 filed with the Securities and
Exchange Commission.
We also consent 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
the Annual Report (Form 10-K) of National-Oilwell, Inc. for the year ended
December 31, 1997 filed with the Securities and Exchange Commission.
/s/ Coopers & Lybrand
------------------------------------------
Coopers & Lybrand
Chartered Accountants
Edmonton, Alberta
February 17, 1999
