<PAGE> 1
===============================================================================
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
===============================================================================
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2000 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-12317
NATIONAL-OILWELL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0475875
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10000 RICHMOND AVENUE
4TH FLOOR
HOUSTON, TEXAS
77042-4200
----------------------------------------------------
(Address of principal executive offices)
(713) 346-7500
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES __X__ NO _____
As of August 8, 2000, 80,055,764 common shares were outstanding, assuming the
exchange on a one-for-one basis of all Exchangeable Shares of Dreco Energy
Services Ltd. into shares of National-Oilwell, Inc. common stock.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NATIONAL-OILWELL, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 24,092 $ 48,091
Marketable securities, at fair value (cost of $13,437 - 14,686
at December 31, 1999)
Receivables, less allowance of $6,970 and $7,246 241,030 200,396
Inventories 364,690 348,024
Deferred income taxes 17,929 10,684
Income taxes receivable 16,154 12,888
Prepaids and other current assets 8,699 7,776
----------- -----------
672,594 642,545
Property, plant and equipment, net 156,682 154,844
Deferred income taxes 11,553 11,726
Goodwill 305,640 177,377
Property held for sale 7,424 7,424
Other assets 5,145 5,488
----------- -----------
$1,159,038 $ 999,404
=========== ===========
LIABILITIES AND OWNERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 170 $ 300
Accounts payable 134,669 106,219
Customer prepayments 19,915 18,776
Accrued compensation 8,102 4,232
Other accrued liabilities 59,152 61,003
----------- -----------
222,008 190,530
Long-term debt 183,160 196,053
Deferred income taxes 3,037 6,138
Other liabilities 11,364 10,308
----------- -----------
419,569 403,029
Commitments and contingencies
Stockholders' equity:
Common stock - par value $.01; 79,900,371 shares
and 71,736,609 shares issued and outstanding
at June 30, 2000 and December 31, 1999 799 717
Additional paid-in capital 573,841 415,701
Accumulated other comprehensive income (22,073) (11,923)
Retained earnings 186,902 191,880
----------- -----------
739,469 596,375
----------- -----------
$1,159,038 $ 999,404
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
1
<PAGE> 3
NATIONAL-OILWELL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ -------------------------
2000 1999 2000 1999
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Revenues $270,305 $195,004 $ 534,196 $422,270
Cost of revenues 212,121 165,687 418,298 343,768
--------- --------- ---------- ---------
Gross profit 58,184 29,317 115,898 78,502
Selling, general and administrative 44,555 39,750 90,796 78,008
Special charges 13,000 653 13,000 1,458
--------- --------- ---------- ---------
Operating income/(loss) 629 (11,086) 12,102 (964)
Other income (expense):
Interest and financial costs (4,788) (3,671) (9,470) (8,010)
Interest income 790 654 1,421 1,142
Other (8,276) (3,758) (8,469) (6,238)
--------- --------- ---------- ---------
Income/(loss) before income taxes (11,645) (17,861) (4,416) (14,070)
Provision/(benefit) for income taxes (2,181) (5,828) 564 (3,870)
--------- --------- ---------- ---------
Net income $ (9,464) $(12,033) $ (4,980) $(10,200)
========= ========= ========== =========
Net income per share:
Basic $ (0.12) $ (0.17) $ (0.06) $ (0.14)
========= ========= ========== =========
Diluted $ (0.12) $ (0.17) $ (0.06) $ (0.14)
========= ========= ========== =========
Weighted average shares outstanding:
Basic 79,866 71,723 78,468 71,717
========= ========= ========== =========
Diluted 81,403 72,086 79,826 71,936
========= ========= ========== =========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 4
NATIONAL-OILWELL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
2000 1999
---------- ---------
<S> <C> <C>
Cash flow from operating activities:
Net income $ (4,980) $(10,200)
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 17,501 14,761
Amortization of negative goodwill - (2,683)
Provision for losses on receivables 1,273 1,244
Provision for deferred income taxes (4,328) (566)
Gain on sale of assets (1,880) (234)
Foreign currency transaction gain (loss) (11) 5
Changes in assets and liabilities, net of acquisitions and divestments:
Receivables (18,389) 123,032
Net investment in marketable securities 14,686 (4,907)
Inventories (13,494) 36,474
Prepaid and other current assets (937) (1,893)
Accounts payable 21,675 (51,492)
Other assets/liabilities, net (5,668) (29,823)
---------- ---------
Net cash provided by operating activities 5,448 73,718
---------- ---------
Cash flow from investing activities:
Purchases of property, plant and equipment (10,793) (8,655)
Proceeds from sale of assets 4,853 29,632
Business acquired, net of cash (6,431) -
---------- ---------
Net cash provided (used) by investing activities (12,371) 20,977
---------- ---------
Cash flow from financing activities:
Payments on line of credit (20,023) (68,174)
Proceeds from stock options exercised 3,144 421
Other 37 (448)
---------- ---------
Net cash used by financing activities (16,842) (68,201)
---------- ---------
Effect of exchange rate (gain) on cash 234 (16)
---------- ---------
Increase/(decrease) in cash and equivalents (23,999) 26,478
Cash and cash equivalents, beginning of period 48,091 49,439
---------- ---------
Cash and cash equivalents, end of period $ 24,092 $ 75,917
========== =========
Supplemental disclosures of cash flow information:
Cash payments during the period for:
Interest $ 8,737 $ 8,017
Income taxes 3,463 7,983
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 5
NATIONAL-OILWELL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
Information concerning common stock and per share data has been restated on an
equivalent share basis and assumes the exchange of all Exchangeable Shares
issued in connection with the combination with Dreco Energy Services Ltd. In
addition, all periods presented reflect the merger with IRI International
Corporation.
The Company employs accounting policies that are in accordance with generally
accepted accounting principles in the United States. Accordingly, Company
management makes estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, as well as the reported amounts of
revenues and expenses during the periods. Actual results could differ from
those estimates.
The accompanying unaudited consolidated financial statements present
information in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and applicable
rules of Regulation S-X. They do not include all information or footnotes
required by generally accepted accounting principles for complete financial
statements and should be read in conjunction with the Company's 1999 Annual
Report on Form 10-K.
In the opinion of the Company, the consolidated financial statements include
all adjustments, all of which are of a normal, recurring nature, necessary for
a fair presentation of the results for the interim periods. The results of
operations for the six months ended June 30, 2000 and 1999 may not be
indicative of results for the full year. No significant accounting changes have
occurred during the six months ended June 30, 2000.
2. ACQUISITIONS
During February 2000, the Company completed its merger with Hitec ASA, a
leading supplier of highly advanced systems and solutions, including
leading-edge automation and remote control technologies, for the oil and gas
industry. The Company issued approximately 7.9 million shares of common stock
valued at $19.50 per share and cash of $4 million for all of the outstanding
shares of Hitec. Goodwill related to the transaction approximated $136 million.
Hitec's financial results are included in National Oilwell's consolidated
results effective February 1, 2000. Pro forma results of operations are not
presented since they are not considered material.
On June 27, 2000, the stockholders of both the Company and IRI approved the
merger of the two companies. The Company issued 13.5 million shares of common
stock for all of the outstanding shares of IRI. The transaction was a tax-free
exchange and was recorded in accordance with the pooling-of-interests method of
accounting. All prior periods have been restated. In conjunction with the
merger, the Company recorded a special charge of $13.0 million, consisting
principally of direct deal costs and employee severance payments. An additional
charge is expected to be recognized in the third quarter of 2000 as the merger
is implemented and redundant facilities are closed.
4
<PAGE> 6
3. INVENTORIES
Inventories consist of (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------- ---------
<S> <C> <C>
Raw materials and supplies $ 58,493 $ 54,958
Work in process 58,668 46,722
Finished goods and purchased products 247,529 246,344
--------- ---------
Total $ 364,690 $ 348,024
========= =========
</TABLE>
4. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement No.
133, Accounting for Derivative Instruments and Hedging Activities. The Company
expects to adopt the new Statement effective January 1, 2001. The Statement
will require the Company to recognize all derivatives on the balance sheet at
fair value. The Company has not completed its evaluation but currently does not
anticipate that the adoption of this Statement will have a significant effect
on its results of operations or financial position.
5. COMPREHENSIVE INCOME
The components of comprehensive income are as follows (in thousands):
<TABLE>
<CAPTION>
Quarter Ended June 30, Six Months Ended June 30,
-------------------------------- -------------------------------
2000 1999 2000 1999
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Net loss $ (9,464) $ (12,033) $ (4,980) $ (10,200)
Currency translation adjustments (7,087) 6,659 (10,720) 4,602
Unrealized gains on securities 251 193 570 382
------------ ------------- ------------ -------------
Comprehensive loss $ (16,300) $ (5,181) $ (15,130) $ (5,216)
============ ============= ============ ==============
</TABLE>
5
<PAGE> 7
6. BUSINESS SEGMENTS
Segment information (unaudited) follows (in thousands):
<TABLE>
<CAPTION>
Quarter Ended June 30, Six Months Ended June 30,
-------------------------- -----------------------------
2000 1999 2000 1999
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues from unaffiliated customers
Products and Technology $ 147,860 $ 96,858 $ 288,884 $ 219,364
Distribution Services 122,444 98,146 245,311 202,906
Intersegment revenues
Products and Technology 11,907 7,168 21,311 15,684
Distribution Services 85 281 195 373
Operating income (loss)
Products and Technology 15,087 (2,165) 29,107 13,810
Distribution Services 2,546 (3,462) 3,496 (5,582)
----------- ----------- ------------ ------------
Total profit for reportable segments 17,633 (5,627) 32,603 8,228
Special charges 13,000 653 13,000 1,458
Unallocated corporate costs (4,004) (4,806) (7,501) (7,734)
Operating income (loss) 629 (11,086) 12,102 (964)
Net interest expense (3,998) (3,017) (8,049) (6,868)
Other income (expense) (8,276) (3,758) (8,469) (6,238)
----------- ----------- ------------ ------------
Income/(loss) before income taxes $ (11,645) $ (17,861) $ (4,416) $ (14,070)
=========== =========== ============ ============
Total assets June 30, June 30,
2000 1999
----------- -----------
Products and Technology $ 952,974 $ 770,880
Distribution Services 222,071 182,254
</TABLE>
7. SALE OF ASSETS
During June 2000, the Company liquidated a marketable securities portfolio
maintained by IRI prior to the merger for $11.2 million, generating a pre-tax
loss on the sale of $8.5 million ($5.2 million after-tax). Proceeds were used
to pay down debt.
Included in Other Expense for the second quarter of 1999 and the first six
months of 1999 are losses totaling $1.9 million from the sale of assets related
to two product lines. On June 17, 1999, the Company sold its tubular business
for approximately $15 million, generating a pre-tax loss of $0.9 million ($0.5
million after-tax). Revenues and operating loss recorded in 1999 for the
tubular business was $23.6 million and $0.6 million, respectively. On June 24,
1999 the Company sold its drill bit manufacturing business for approximately
$12 million, recording a pre-tax loss of $1.0 million ($0.6 million after-tax).
Revenues and operating income recorded in 1999 for the drill bit business was
$6.1 million and $0.1 million, respectively.
6
<PAGE> 8
8. SPECIAL CHARGE
In conjunction with the merger, the Company recorded a special charge of $13.0
million, approximately half of which was direct transaction costs. The remaining
amount pertains to severance payments related to the integration of executive
and administrative functions. Cash payments related to this charge will be
substantially complete by the end of September 2000. An additional charge is
expected to be recognized in the third quarter of 2000 as the merger is
implemented and redundant facilities are closed.
9. SUBSEQUENT EVENTS
For July 2000, the first full month following the merger with IRI, the Company
reported consolidated revenues of $87.7 million and net income of $2.6 million
($0.03 per diluted share).
On August 1, 2000, the Company announced it has entered into a letter of intent
to purchase the assets of the Baylor Company and subsidiaries from Boots &
Coots International Well Control, Inc. Baylor designs and manufactures braking
systems and large synchronous generators used on drilling rigs.
7
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
National Oilwell is a worldwide leader in the design, manufacture and sale of
drilling systems, drilling equipment and downhole products as well as the
distribution of maintenance, repair and operating products to the oil and gas
industry. National Oilwell's revenues are directly related to the level of
worldwide oil and gas drilling and production activities and the profitability
and cash flow of oil and gas companies and drilling contractors , which in turn
are affected by current and anticipated prices of oil and gas. Beginning in
late 1997, oil prices declined to less than $15 per barrel due to concerns
about excess production, less demand from Asia due to an economic slowdown and
warmer than average weather in many parts of the United States. The resulting
lower demand for products and services had an increasingly negative effect on
both business segments in 1999. Oil prices have recovered since late July 1999
to a range of $25-$30 per barrel. The higher prices have already resulted in
higher revenues for National Oilwell and the Company expects its revenues to
increase further if its customers gain confidence in sustained commodity prices
at this level and as their cash flows from operations improve.
On June 27, 2000, the stockholders of both the Company and IRI International
Corporation approved the merger of the two companies. The Company issued 13.5
million shares of common stock for all of the outstanding shares of IRI. The
transaction was a tax-free exchange and was recorded in accordance with the
pooling-of-interests method of accounting. All prior periods have been
restated.
RESULTS OF OPERATIONS
Operating results by segment are as follows (in thousands):
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
------------------------- -----------------------
2000 1999 2000 1999
---------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Revenues
Products and Technology $ 159,767 $ 104,026 $ 310,195 $235,048
Distribution Services 122,529 98,427 245,506 203,279
Eliminations (11,991) (7,449) (21,505) (16,057)
---------- ----------- ---------- ---------
Total $ 270,305 $ 195,004 $ 534,196 $422,270
========== =========== ========== =========
Operating Income
Products and Technology $ 15,087 $ (2,165) $ 29,107 $ 13,810
Distribution Services 2,546 (3,462) 3,496 (5,582)
Corporate (4,004) (4,806) (7,501) (7,734)
---------- ----------- ---------- ---------
13,629 (10,433) 25,102 494
Special charges 13,000 653 13,000 1,458
---------- ----------- ---------- ---------
Total $ 629 $ (11,086) $ 12,102 $ (964)
---------- ----------- ---------- ---------
</TABLE>
Products and Technology
The Products and Technology segment designs and manufactures a wide range of
proprietary products, including drawworks, mud pumps, power swivels, electrical
control systems and downhole motors and tools, as well as complete land
drilling and well servicing rigs and structural components such as cranes,
masts, derricks and substructures for offshore rigs. A substantial installed
base of these products results in a recurring replacement parts and maintenance
business. Sales of new capital equipment fluctuate between periods depending on
the size and timing of order shipments. In addition, the segment provides pump
expendable products for maintenance of National-Oilwell's and other
manufacturers' equipment.
8
<PAGE> 10
During February 2000, the Company completed its merger with Hitec ASA, a
leading supplier of highly advanced systems and solutions, including
leading-edge automation and remote control technologies, for the oil and gas
industry. In connection therewith, the Company issued approximately 7.9 million
shares of common stock and $4 million in cash. Hitec's financial results are
included in National Oilwell's consolidated results effective February 1, 2000.
This transaction has been accounted for as a purchase for financial reporting
purposes with goodwill related to this transaction approximating $136 million.
With the addition of Hitec, the Company intends to expand its emphasis on
technology, especially in the areas of automation and remotely controlled
equipment
Revenues for the Products and Technology segment increased by $56 million (54%)
in the second quarter of 2000 as compared to the same quarter in 1999 due
primarily to increased sales of capital equipment, drilling replacement parts,
and downhole motors and tools. An increase in IRI and Hitec revenues accounted
for $29 million, or approximately 52% of the increase. Operating income
increased by $17 million in the second quarter of 2000 compared to the same
quarter in 1999 due principally to the higher revenue volume. IRI and Hitec
accounted for $14 million of the operating income increase.
Products and Technology revenues in the first half of 2000 increased $75
million as compared to 1999 due to the overall improved market opportunities,
as reflected in IRI results increasing by 66%, and the inclusion of Hitec
revenues of $19 million. Operating income increased by $15 million, or 110%, in
the first half of 2000 as a result of the higher volumes.
Backlog of the Products and Technology capital products was $142 million at
June 30, 2000 compared to $114 million at December 31, 1999 and $36 million at
June 30, 1999. Substantially all of the current backlog is expected to be
shipped by the end of 2000.
Distribution Services
Distribution Services revenues result primarily from the sale of maintenance,
repair and operating ("MRO") supplies from National Oilwell's network of
distribution service centers and, prior to July 1999, from the sale of well
casing and production tubing. These products are purchased from numerous
manufacturers and vendors, including National Oilwell's Products and Technology
segment. The Company sold its tubular product line in June 1999 for
approximately $15 million, generating a pre-tax loss of $0.9 million ($0.5
million after-tax). Revenues and operating loss recorded in 1999 for the
tubular operations were $23.6 million and $0.6 million, respectively.
Distribution Services revenues increased during the second quarter of 2000 over
the comparable 1999 period by $24 million. This 24% increase in MRO products
reflects the enhanced drilling activity driven primarily by higher, more stable
oil and gas prices. North American revenues account for all of this increase,
offsetting completely the loss of $8 million in revenues resulting from the
sale of the tubular product line. Operating income in the second quarter of
2000 of $2.5 million was a $6 million improvement over the second quarter of
1999, principally due to the higher revenue volume and improved margins.
Revenues for the Distribution Services segment increased $42 million in the
first half of 2000 when compared to the prior year. Reflecting the significant
increase in oil prices between the periods, Canadian revenues were higher by
43% while MRO revenues in the United States were 32% greater. Operating income
was $9 million higher in the first six months of 2000 when compared to 1999 and
is attributable to the higher volume levels.
9
<PAGE> 11
Corporate
Corporate costs during the second quarter of 2000 of $4.0 million and the first
six months of 2000 of $7.5 million were generally comparable to the same
periods in the prior year, and represent the sum of the separate corporate
operations of National Oilwell and IRI prior to the merger. Significant
combination benefits in this area will result from the merger, and ongoing
corporate costs are projected at approximately $2 million per quarter after the
merger is fully implemented.
Interest Expense
Interest expense increased during the three months and six months ended June
30, 2000 as compared to the prior year due to higher levels of debt incurred in
connection with acquisitions made subsequent to June 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company had working capital of $451 million, virtually
unchanged from December 31, 1999. Significant increases in accounts receivable
and inventory of $41 million and $17 million were partially offset by an
increase in accounts payable of $28 million. Cash and equivalents was reduced
$24 million and $15 million of marketable securities liquidated to repay
outstanding debt.
Total capital expenditures were $11 million during the first six months of 2000
compared to $9 million in the first half of 1999. Enhancements to information
and inventory control systems represent a large portion of these capital
expenditures. The Company believes it has sufficient existing manufacturing
capacity to meet currently anticipated demand for its products and services.
The Company has a five-year unsecured $125 million revolving credit facility
which is available for acquisitions and general corporate purposes. The credit
facility provides for interest at prime or LIBOR plus 0.625%, subject to
adjustment based on the Company's Capitalization Ratio, as defined. The credit
facility contains financial covenants and ratios regarding minimum tangible net
worth, maximum debt to capital and minimum interest coverage. The Company
believes that cash generated from operations and amounts available under the
credit facility will be sufficient to fund operations, working capital needs,
capital expenditure requirements and financing obligations.
The Company intends to pursue acquisition candidates, but the timing, size or
success of any acquisition effort and the related potential capital commitments
cannot be predicted. The Company expects to fund future cash acquisitions
primarily with cash flow from operations and borrowings, including the
unborrowed portion of the Credit Facility or new debt issuances, but may also
issue additional equity either directly or in connection with acquisitions.
There can be no assurance that additional financing for acquisitions will be
available at terms acceptable to the Company.
On August 1, 2000, the Company announced it has entered into a letter of intent
to purchase the assets of the Baylor Company and subsidiaries from Boots &
Coots International Well Control, Inc. Baylor designs and manufactures braking
systems and large synchronous generators used on drilling rigs.
SPECIAL CHARGE
In conjunction with the merger, the Company recorded a special charge of $13.0
million, approximately half of which was direct transaction costs. The remaining
amount pertains to severance payments related to the integration of executive
and administrative functions. Cash payments related to this charge will be
substantially complete by the end of September 2000. An additional charge is
expected to be recognized in the third quarter of 2000 as the merger is
implemented and redundant facilities are closed.
10
<PAGE> 12
FORWARD-LOOKING STATEMENTS
This document, other than historical financial information, contains
forward-looking statements that involve risks and uncertainties. Such
statements relate to the Company's revenues, sales of capital equipment,
backlog, capacity, liquidity and capital resources and plans for acquisitions
and any related financings. Readers are referred to documents filed by the
Company with the Securities and Exchange Commission which identify significant
risk factors which could cause actual results to differ from those contained in
the forward-looking statements, including "Risk Factors" at Item 1 of the
Annual Report on Form 10-K. Given these uncertainties, current or prospective
investors are cautioned not to place undue reliance on any such forward-looking
statements. The Company disclaims any obligation or intent to update any such
factors or forward-looking statements to reflect future events or developments.
11
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders was held on May 17, 2000. Stockholders
elected two directors nominated by the board of directors for terms expiring in
2003 by the following votes: Ben A Guill - 53,075,379 votes for and 293,499
votes withheld, and Jon Gjedebo - 53,091,379 votes for and 277,499 votes
withheld. There were no nominees to office other than the directors elected.
At a special meeting of stockholders held on June 27, 2000, stockholders
approved the Agreement of Merger with IRI International Corporation by the
following vote: 58,869,256 votes for, 29,797 votes against and 58,657 votes
abstained. Stockholders also approved adoption of a restated certificate of
incorporation that includes an amendment increasing the number of authorized
shares of National Oilwell common stock from 75,000,000 shares to 150,000,000
shares by the following vote: 56,092,561 votes for, 802,368 votes against and
62,871 votes abstained.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Amended and Restated Certificate of Incorporation of
National-Oilwell, Inc.
27.1 Financial Data Schedule
(b) Reports on Form 8-K
The Company has not filed any report on Form 8-K during the quarter for
which this report is filed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 10, 2000 / s / Steven W. Krablin
-------------------- -----------------------
Steven W. Krablin
Principal Financial and Accounting Officer
and Duly Authorized Signatory
12
<PAGE> 14
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
3.1 Amended & Restated Certificate of Incorporation of
National-Oilwell, Inc.
27 F.D.S.
