<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)
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
5 SOLE VOTING POWER
NUMBER 16,948,000 (includes shares owned by
the Ansary Family Trust, the Ansary
OF SHARES Foundation, and currently exercisable
options to purchase 800,000 shares)
BENEFICIALLY
6 SHARED VOTING POWER
OWNED BY
None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 16,948,000 (includes shares owned by
the Ansary Family Trust, the Ansary
PERSON WITH Foundation, and currently exercisable
options to purchase 800,000 shares)
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,964,666 (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 816,666 shares)
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:
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) 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:
22,964,666 (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
816,666 shares)
(b) PERCENT OF CLASS:
55.4%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
16,948,000 (includes shares owned by the Ansary Family Trust,
the Ansary Foundation, and currently exercisable options to
purchase 800,000 shares)
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
<PAGE> 4
None
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
16,948,000 (includes shares owned by the Ansary Family Trust,
the Ansary Foundation, and currently exercisable options to
purchase 800,000 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/ HUSHANG ANSARY
---------------------------------------
(Signature)
Hushang Ansary
---------------------------------------
(Name)
2
<PAGE> 5
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>
NAME RELATIONSHIP TO HUSHANG ANSARY SHARES
---- ------------------------------ ------
<S> <C> <C>
Nader Ansary Son 3,000,000
Nina Ansary Daughter 3,016,666(2)
The Ansary Family Trust A trust controlled by Hushang Ansary for the benefit, inter 1,237,000
alia, of members of his immediate family.
The Ansary Foundation A private charitable foundation controlled by Hushang 160,000
Ansary.
Total: 7,413,666
</TABLE>
- ----------
(2) Includes currently exercisable options to purchase 16,666 shares of Common
Stock.
3
