IRI INTERNATIONAL CORP
SC 13G, 2000-02-14
OIL & GAS FIELD MACHINERY & EQUIPMENT
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)1

                          IRI INTERNATIONAL CORPORATION
                                (Name of Issuer)

                          COMMON STOCK, $.01 PAR VALUE
                         (Title of Class of Securities)

                                    45004F10
                                 (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)

- --------

1    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>   2
CUSIP NO. 45004F10                     13G                PAGE  2  OF  2  PAGES


1          NAME OF REPORTING PERSONS
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

           Nina 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

                                5  SOLE VOTING POWER

                NUMBER             3,016,666 (includes currently exercisable
                                   options to purchase 16,666 shares)
               OF SHARES
                                6  SHARED VOTING POWER
             BENEFICIALLY
                                   None
               OWNED BY         7  SOLE DISPOSITIVE POWER

                 EACH              3,016,666 (includes currently exercisable
                                   options to purchase 16,666 shares)
               REPORTING        8  SHARED DISPOSITIVE POWER

              PERSON WITH          None


9          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           3,016,666
10         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

           / /
11         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


12         TYPE OF REPORTING PERSON*

           IN
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>   3
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:

                  Nina 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) OR (C), CHECK WHETHER THE PERSON FILING IS A:

                  Not applicable

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:

                  3,016,666

                  (b) PERCENT OF CLASS:

                  7.3 %

                  (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                  (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE

                  3,016,666 (includes currently exercisable options to purchase
                  16,666 shares)

                  (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE

                  None
<PAGE>   4
                  (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

                  3,016,666 (includes currently exercisable options to purchase
                  16,666 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

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           CERTIFICATIONS.

                  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.

                                              February 14, 2000
                                         ---------------------------------------
                                                          (Date)
                                              /s/ Nina Ansary
                                         ---------------------------------------
                                                        (Signature)
                                                  Nina Ansary
                                         ---------------------------------------
                                                       (Name)





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