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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13G
Under the Securities Exchange Act of 1934
NATIONAL-OILWELL, INC.
(Name of Issuer)
COMMON STOCK, par value $.01 per share
(Title of Class of Securities)
637071-10-1
(CUSIP Number)
March 13, 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)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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CUSIP No. 637071-10-1
<TABLE>
<S> <C> <C>
1) Name of Reporting Person DPI Oil Service
Partners
Limited
S.S. or I.R.S. Identification No. of Above Person Partnership
2) Check the appropriate box if a member of a Group (a) N/A
(b) X
3) SEC Use Only
4) Citizenship or place of organization U.S.A.
Number of Shares (5) Sole Voting Power 0
Beneficially Owned (6) Shared Voting Power 0
by Each Reporting (7) Sole Dispositive Power 0
Person with (8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned by
Each Reporting Person 0
(10) Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares N/A
(11) Percent of Class Represented by Amount in Row (9) 0.0%
(12) Type of Reporting Person PN
</TABLE>
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CUSIP No. 637071-10-1
<TABLE>
<S> <C> <C>
1) Name of Reporting Person DPI Partners II
S.S. or I.R.S. Identification No. of Above Person
2) Check the appropriate box if a member of a Group (a) N/A
(b) X
3) SEC Use Only
4) Citizenship or place of organization U.S.A.
Number of Shares (5) Sole Voting Power 0
Beneficially Owned (6) Shared Voting Power 0
by Each Reporting (7) Sole Dispositive Power 0
Person with (8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned by
Each Reporting Person 0
(10) Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares N/A
(11) Percent of Class Represented by Amount in Row (9) 0.0%
(12) Type of Reporting Person PN
</TABLE>
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CUSIP No. 637071-10-1
<TABLE>
<S> <C> <C>
1) Name of Reporting Person Inverness/Phoenix
S.S. or I.R.S. Identification No. of Above Person LLC
2) Check the appropriate box if a member of a Group (a) N/A
(b) X
3) SEC Use Only
4) Citizenship or place of organization U.S.A.
Number of Shares (5) Sole Voting Power 0
Beneficially Owned (6) Shared Voting Power 0
by Each Reporting (7) Sole Dispositive Power 0
Person with (8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned by
Each Reporting Person 0
(10) Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares N/A
(11) Percent of Class Represented by Amount in Row (9) 0.0%
(12) Type of Reporting Person CO
</TABLE>
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CUSIP No. 637071-10-1
<TABLE>
<S> <C> <C>
1) Name of Reporting Person W. McComb Dunwoody
S.S. or I.R.S. Identification No. of Above Person
2) Check the appropriate box if a member of a Group (a) N/A
(b) X
3) SEC Use Only
4) Citizenship or place of organization U.S.A.
Number of Shares (5) Sole Voting Power 757,811
Beneficially Owned (6) Shared Voting Power 0
by Each Reporting (7) Sole Dispositive Power 757,811
Person with (8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned by
Each Reporting Person 757,811
(10) Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares X
(11) Percent of Class Represented by Amount in Row (9) 1.1%
(12) Type of Reporting Person IN
</TABLE>
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CUSIP No. 637071-10-1
<TABLE>
<S> <C> <C>
1) Name of Reporting Person James C. Comis III
S.S. or I.R.S. Identification No. of Above Person
2) Check the appropriate box if a member of a Group (a) N/A
(b) X
3) SEC Use Only
4) Citizenship or place of organization U.S.A.
Number of Shares (5) Sole Voting Power 116,182
Beneficially Owned (6) Shared Voting Power 0
by Each Reporting (7) Sole Dispositive Power 116,182
Person with (8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially owned by
Each Reporting Person 116,182
(10) Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares X
(11) Percent of Class Represented by Amount in Row (9) 0.2%
(12) Type of Reporting Person IN
</TABLE>
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AMENDMENT NO. 1 TO
SCHEDULE 13G
Item 1(a). Name of Issuer:
National-Oilwell, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
10000 Richmond Avenue, 4th Floor
Houston, Texas 77042-4200
Item 2(a). Name of Persons Filing:
DPI Oil Service Partners Limited Partnership
DPI Partners II
Inverness/Phoenix LLC
W. McComb Dunwoody
James C. Comis III
Item 2(b). Address of Principal Business Office or, if None, Residence:
660 Steamboat Road
Greenwich, CT 06830
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
637071-10-1
Item 3. This statement was filed originally pursuant to Rule 13d-1(d). This
Amendment No. 1 is filed pursuant to Rule 13d-2(b).
Item 4. Ownership
(a) Amount Beneficially Owned: DPI Oil Service Partners
Limited Partnership, DPI Partners II and Inverness/Phoenix
LLC now beneficially own zero shares of
National-Oilwell, Inc. common stock. W. McComb Dunwoody
now beneficially owns 757,811 shares of National-Oilwell,
Inc. common stock, including 9,948 shares which are
subject to stock options held by Mr. Dunwoody which are
presently exercisable or will become exercisable within 60
days. Such 757,811 shares excludes 117,379 shares of
National-
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Oilwell, Inc. common stock owned by McKaCo Trust, a trust
for the benefit of Mr. Dunwoody's children, with respect
to which Mr. Dunwoody is not a trustee nor does he have
any beneficial interest and with respect to which Mr.
Dunwoody disclaims beneficial ownership. The number of
shares beneficially owned by W. McComb Dunwoody also
excludes 104,170 shares of National-Oilwell, Inc. common
stock owned by the Dunwoody 1998 Annuity Trust, a grantor
trust of which Mr. Dunwoody's wife is the sole trustee.
Mr. Dunwoody and his children have beneficial interests in
such trust, however, Mr. Dunwoody disclaims beneficial
ownership of the shares of stock owned by such trust. Mr.
Dunwoody has sold to such trust an option to purchase
200,000 shares of the National-Oilwell, Inc. common stock
beneficially owned by Mr. Dunwoody. James C. Comis III now
beneficially owns 116,182 shares of National-Oilwell, Inc.
common stock, including 9,948 shares which are subject to
stock options held by Mr. Comis which are presently
exercisable or will become exercisable within 60 days.
Such 116,182 shares excludes 106,234 shares of
National-Oilwell, Inc. common stock owned by the wife of
James C. Comis III with respect to which Mr. Comis
disclaims beneficial ownership.
(b) Percent of Class: DPI Oil Service Partners Limited
Partnership, DPI Partners II and Inverness/Phoenix LLC
now beneficially own 0.0% of the outstanding common stock
of National-Oilwell, Inc. W. McComb Dunwoody now
beneficially owns approximately 1.1% of the outstanding
common stock of National Oilwell, Inc. James C. Comis III
now beneficially owns approximately 0.2% of the
outstanding common stock of National Oilwell, Inc.
(c) Number of shares as to which such persons have:
(i) sole power to vote or to direct the vote: DPI Oil
Service Partners Limited Partnership, DPI Partners II and
Inverness/Phoenix LLC now have sole power to vote or to
direct the vote with respect to zero shares of
National-Oilwell, Inc. common stock. W. McComb Dunwoody
now has sole power to vote or to direct the vote with
respect to 757,811 shares of National-Oilwell, Inc. common
stock. James C. Comis III now has sole power to vote or to
direct the vote with respect to 116,182 shares of
National-Oilwell, Inc. common stock.
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: DPI Oil Service Partners Limited Partnership,
DPI Partners II and Inverness/Phoenix
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LLC now have sole power to dispose or to direct
the disposition with respect to zero shares of
National-Oilwell, Inc. common stock. W. McComb
Dunwoody now has sole power to dispose or to direct
the disposition with respect to 757,811 shares of
National-Oilwell, Inc. common stock. James C. Comis
III now has sole power to dispose or to direct the
disposition with respect to 116,182 shares of
National-Oilwell, Inc. common stock.
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
As a result of a complete liquidation of DPI Oil Service
Partners Limited Partnership and a complete liquidation of DPI
Partners II through the distribution to the partners of such
partnerships of all shares of Common Stock of
National-Oilwell, Inc. which were owned by such partnerships,
the persons who originally filed the Schedule 13G being
amended hereby have ceased to be the beneficial owners of more
than five percent of the class of securities.
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.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
The persons who originally filed the Schedule 13G no longer
constitute a group.
Item 9. Notice of Dissolution of Group.
The persons who originally filed the Schedule 13G no longer
constitute a group. All further filings with respect to
transactions in the security will be filed, if required, by
such persons in their respective individual capacities.
Item 10. Certification.
Not applicable (statement is filed pursuant to Rule 13d-1(d)).
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the following certify that the information set forth in this statement is true,
complete and correct.
Dated: April 10, 2000
/s/ W. McComb Dunwoody
--------------------------------------------
DPI Oil Service Partners Limited Partnership
By Inverness/Phoenix LLC, its managing
general partner
By its President
/s/ W. McComb Dunwoody
--------------------------------------------
DPI Partners II
By Inverness/Phoenix LLC, its managing
general partner
By its President
/s/ W. McComb Dunwoody
--------------------------------------------
Inverness/Phoenix LLC
By its President
/s/ W. McComb Dunwoody
--------------------------------------------
W. McComb Dunwoody
/s/ James C. Comis III
--------------------------------------------
James C. Comis III
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