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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)*
IRI International Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
45004F10
(CUSIP Number)
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*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).
Page 1 of 5 pages
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CUSIP No. 45004F10 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
Hushang Ansary
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES 15,084,333 (includes
currently exercisable
options to
purchase 333,333 shares)
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
None
7 SOLE DISPOSITIVE POWER
15,084,333 (includes
currently exercisable
options to
purchase 333,333 shares)
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,094,333 (includes shares owned by other persons as listed in
Annex A, as to which Hushang Ansary disclaims beneficial ownership,
and currently exercisable options to purchase 333,333 shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
62.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
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ITEM 1(a). NAME OF ISSUER:
IRI International Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1000 Louisiana
Suite 5900
Houston, Texas 77002
ITEM 2(a). NAME OF PERSON FILING:
Hushang Ansary
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o IRI International Corporation
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:
45004F10
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b),
OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Not applicable
ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
24,094,333 (includes shares owned by other persons as listed
in Annex A, as to which Hushang Ansary disclaims beneficial
ownership, and currently exercisable options to purchase
333,333 shares)
(b) PERCENT OF CLASS:
62.9%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
15,084,333 (includes currently exercisable options to
purchase 333,333 shares)
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
None
(iii)SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
15,084,333 (includes currently exercisable options to
purchase 333,333 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
Page 3 of 5 pages
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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.
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.
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.
2/12/98
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(Date)
/s/ Hushang Ansary
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(Signature)
Hushang Ansary
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(Name/Title)
Page 4 of 5 pages
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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>
SHARES OF IRI
INTERNATIONAL CORPORATION
NAME RELATIONSHIP TO HUSHANG ANSARY COMMON STOCK
- ---------------------------- ---------------------------------------------- ----------------------
<S> <C> <C>
Nader Ansary Son 3,000,000
Nina Ansary Daughter 3,010,000*
The Ansary Family A trust controlled by Mr. Ansary for the 2,850,000
Trust benefit, inter alia, of members of his
immediate family
The Ansary Foundation A private charitable foundation controlled
by Mr. Ansary 150,000
Total: 9,010,000
</TABLE>
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*Includes currently exercisable options to purchase 10,000 shares of Common
Stock.
Page 5 of 5 pages
