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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. _)(1)
NATIONAL-OILWELL, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
637071-10-1
(CUSIP Number)
JUNE 28, 2000
(Date of Event Which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
[ ] RULE 13D-1(b)
[x] RULE 13D-1(c)
[ ] RULE 13D-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP NO. 637071-10-1 13G PAGE 2 OF 2 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hushang Ansary
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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5 SOLE VOTING POWER
5,770,747 (includes shares
owned by the Ansary Family
Trust and the Ansary
NUMBER Foundation, both of which
Hushang Ansary disclaims
OF SHARES beneficial ownership of, as
well as currently exercisable
BENEFICIALLY options to purchase 406,200
shares)
OWNED BY ---------------------------------------
6 SHARED VOTING POWER
EACH
None
REPORTING ---------------------------------------
7 SOLE DISPOSITIVE POWER
PERSON WITH
5,770,747 (includes shares
owned by the Ansary Family
Trust and the Ansary
Foundation, both of which
Hushang Ansary disclaims
beneficial ownership of, as
well as currently exercisable
options to purchase 406,200
shares)
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8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,708,660 (includes shares owned by other persons listed in Annex A,
as to which Hushang Ansary disclaims beneficial ownership, and
currently exercisable options to purchase 414,663 shares)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.13% (does not include options)
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12 TYPE OF REPORTING PERSON*
IN
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,708,660 (includes shares owned by other persons listed in Annex A,
as to which Hushang Ansary disclaims beneficial ownership, and
currently exercisable options to purchase 414,663 shares)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(a) NAME OF ISSUER:
National-Oilwell, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
10000 Richmond Avenue
Houston, Texas 77042
ITEM 2(a) NAME OF PERSON FILING:
Hushang Ansary
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1000 Louisiana
Suite 5900
Houston, Texas 77002
ITEM 2(c) CITIZENSHIP:
United States of America
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value
ITEM 2(e) CUSIP NUMBER:
637071-10-1
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR
13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable
ITEM 4 OWNERSHIP.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) AMOUNT BENEFICIALLY OWNED:
7,708,660 (includes shares owned by other persons listed in
Annex A, as to which Hushang Ansary disclaims beneficial
ownership, and currently exercisable options to purchase
414,663 shares)
(b) PERCENT OF CLASS: 9.13%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
5,770,747 (includes shares owned by the Ansary Family Trust
and the Ansary Foundation, both of which Hushang Ansary
disclaims beneficial ownership of, as well as currently
exercisable options to purchase 406,200 shares)
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(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
None
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
5,770,747 (includes shares owned by the Ansary Family Trust
and the Ansary Foundation, both of which Hushang Ansary
disclaims beneficial ownership of, as well as currently
exercisable options to purchase 406,200 shares)
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
None
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON.
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10 CERTIFICATIONS.
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any
transaction having such purposes or effect.
2
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 28, 2000
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(Date)
/s/ Hushang Ansary
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(Signature)
Hushang Ansary / Director
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(Name/Title)
3
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ANNEX A TO SCHEDULE 13G OF HUSHANG ANSARY
The aggregate number of shares reported as beneficially owned by Hushang Ansary
includes shares owned by the following persons, as to which Hushang Ansary
disclaims beneficial ownership:
<TABLE>
<CAPTION>
NAME RELATIONSHIP TO HUSHANG ANSARY SHARES
---- ------------------------------ ------
<S> <C> <C>
Nader Ansary Son 913,950
Nina Ansary Daughter 1,023,963(2)
The Ansary Family Trust A trust controlled by Hushang Ansary for the benefit, inter 317,174
alia, of members of his immediate family.
The Ansary Foundation A private charitable foundation controlled by Hushang 54,160
Ansary.
Total: 2,309,247
</TABLE>
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(2) Includes immediately exercisable options to purchase 8,463 shares.
4
