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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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)
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)
*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 PAGE 2 OF 6 PAGES
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================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
J. Mike Walker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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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
3,459,537
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NUMBER OF 6 SHARED VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 3,459,537
PERSON
WITH --------------------------------------------------------
8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,459,537
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0%
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12 TYPE OF REPORTING PERSON
IN
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ITEM 1.
Item 1(a) Name of Issuer: Dril-Quip, Inc.
Item 1(b) Address of Issuer's 13550 Hempstead Highway
Principal Executive Offices: Houston, Texas 77040
ITEM 2.
Item 2(a) Name of Person Filing: J. Mike Walker
Item 2(b) Address of Principal 13550 Hempstead Highway
Business Office: Houston, Texas 77040
Item 2(c) Citizenship: U.S.
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) CUSIP Number: 262037 10 4
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:
(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 of 1940.
(e) [ ] Investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
(f) [ ] Employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] Parent holding company or control person, in
accordance with Section 240.13d-1(b)(ii)(G).
(h) [ ] Savings Associations as defined in Section 3(b)
of the Federal Deposit Insurance Act.
(i) [ ] Church plan that is excluded from the definition
of an investment company under Section 3(c)(14)
of the Investment Company Act of 1940.
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
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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: 3,459,537(1)(2)
(b) Percent of Class: 20.0%(1)(2)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
3,459,537(1)(2)
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole power to dispose or to direct the disposition
of: 3,459,537(1)
(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) Includes 10,937 shares of Common Stock subject to exercisable
options.
(2) Does not include 6,918,974 shares of Common Stock (including
exercisable options to buy 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, 1999, be deemed to beneficially own an aggregate of
10,378,511 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, 1998. 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 16, 1999
/s/ J. MIKE WALKER
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J. Mike Walker
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