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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)
Dril-Quip, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
262037 10 4
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(CUSIP Number)
*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. 262037 10 4 13G PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Mike Walker
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
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SOLE VOTING POWER
5
NUMBER OF 3,448,600
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
None
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 3,448,600
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,448,600
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
20.0%
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TYPE OF REPORTING PERSON*
12
IN
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ITEM 1.
Item 1(a) Name of Issuer: Dril-Quip, Inc.
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Item 1(b) Address of Issuer's 13550 Hempstead Highway
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Principal Executive Offices: Houston, Texas 77040
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ITEM 2.
Item 2(a) Name of Person Filing: J. Mike Walker
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Item 2(b) Address of Principal 13550 Hempstead Highway
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Business Office: Houston, Texas 77040
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Item 2(c) Citizenship: U.S.
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Item 2(d) Title of Class of Securities: Common Stock
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Item 2(e) CUSIP Number: 262037 10 4
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-
2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under section 15 of the
Act
(b) [_] Bank as defined in section 3(a)(6) of the Act
(c) [_] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [_] Investment Company registered under section 8 of the
Investment Company Act
(e) [_] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [_] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see (S)
240.13d-1(b)(1)(ii)(F)
(g) [_] Parent Holding Company, in accordance with (S)
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [_] Group, in accordance with (S) 240.13d-1(b)(1)(ii)(H)
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ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 3,448,600/(1)/
(b)Percent of Class: 20.0%/(1)/
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the
vote: 3,448,600/(1)/
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the
disposition of: 3,448,600
(iv) Shared power to dispose or to direct the
disposition: 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
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. CERTIFICATION
Not Applicable
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Explanation of Responses:
(1) Does not include 6,897,100 shares of Common Stock owned by certain
stockholders of Dril-Quip, Inc. (the "Issuer") who are parties to the
Stockholders' Agreement dated October 17, 1997 (the "Stockholders' Agreement").
Pursuant to the Stockholders' Agreement, certain stockholders of the Issuer have
agreed to vote shares of common stock, par value $.01 per share, of the Issuer
held by each of them for the election of nominees to the Board of Director
proposed by each of (i) Larry E. Reimert and Reimert Family Partners, Ltd., (ii)
Gary D. Smith and Four Smith's Company, Ltd. and (iii) J. Mike Walker. The
parties to the Stockholders' Agreement may be deemed to have formed a group
pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Nothing herein shall constitute an
affirmance that any such group exists; however, any such group could be deemed
to have beneficial ownership, for purposes of Section 13(d) and 13(g) of the
Exchange Act, of all equity securities of the Issuer beneficially owned by such
parties. Such parties would, as of January 31, 1998, be deemed to beneficially
own an aggregate of 10,345,700 shares of Common Stock, or approximately 60.0% of
the total number of shares reported to be outstanding in the Issuer's Form 10-Q
for the quarter ended September 30, 1997. Mr. Walker disclaims the beneficial
ownership of any Common Stock owned by such other parties.
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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.
Dated: February 12, 1998
/s/ J. MIKE WALKER
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J. Mike Walker
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