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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)<F1>
National-Oilwell, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
637071101
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
[FN]
<F1> 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 disclosures provided in a prior cover
page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes 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>
CUSIP No. 637071101 13G Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Fund V, Limited Partnership
I.R.S. Identification No.: 06-1295657
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1>
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
167,415 (Item 4)
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 167,415 (Item 4)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,415
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES<F1>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.94%
12 TYPE OF REPORTING PERSON<F1>
PN
<F1>SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 637071101 13G Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Fund V-2, Limited Partnership
I.R.S. Identification No.: 06-6351960
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1>
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
167,415
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 167,415
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,415
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES<F1>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.94%
12 TYPE OF REPORTING PERSON<F1>
PN
<F1>SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 637071101 13G Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Fund VI, Limited Partnership
I.R.S. Identification No.: 06-1334650
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1>
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
3,850,417
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 3,850,417
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,850,417
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES<F1>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.56%
12 TYPE OF REPORTING PERSON<F1>
PN
<F1>SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Corporation
I.R.S. Identification No.: 06-1210123
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1>
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
4,185,247
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 4,185,247
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,185,247
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES<F1>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.44%
12 TYPE OF REPORTING PERSON<F1>
CO
<F1>SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G Page 6 of 9 Pages
Item 1.
(a) Name of Issuer.
The issuer is National-Oilwell, Inc. (the "Issuer").
(b) Address of Principal Executive Offices.
The Issuer's principal executive offices are located at 5555
San Felipe, Houston, Texas 77056.
Item 2.
(a) Name of Person Filing.
This Schedule 13G is being filed by First Reserve Fund V,
Limited Partnership ("Fund V"), First Reserve Fund V-2, Limited
Partnership ("Fund V-2) and First Reserve Fund VI, Limited
Partnership ("Fund VI" and together with Fund V and Fund V-2, the
"Funds") and by First Reserve Corporation ("First Reserve") which is
the managing general partner of each of the Funds.
(b) Address of Principal Business Office or, if none, Residence
The principal business office of the Funds and First Reserve
(together, the "Reporting Persons") is:
First Reserve Corporation
475 Steamboat Road
Greenwich, CT 06830
(c) Citizenship
Each of the Funds is a Delaware limited partnership and
First Reserve is a Delaware corporation.
(d) Title of Class of Securities
This statement relates to shares of Common Stock of the
Issuer.
(e) CUSIP Number
The CUSIP Number for the Common Stock is 637071101.
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.
<PAGE>
13G Page 7 of 9 Pages
As of December 31, 1996, the number of shares of Common
Stock beneficially owned by each Reporting Person identified in Item
2 of this Schedule 13G are:
Reporting Person Shares
Fund V 167,415
Fund V-2 167,415
Fund VI 3,850,417
First Reserve 4,185,247
(b) Percent of Class
As of December 31, 1996, the percentage of shares of Common
Stock beneficially owned by each Reporting Person identified in Item
2 of this Schedule 13G are:
Reporting Person Percentage
Fund V 0.94%
Fund V-2 0.94%
Fund VI 21.56%
First Reserve 23.44%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
As of December 31, 1996, the number of shares of
Common Stock as to which each Reporting Person identified in
Item 2 of this Schedule 13G had the sole power to vote or
direct the vote are:
Reporting Person Shares
Fund V 167,415
Fund V-2 167,415
Fund VI 3,850,417
First Reserve 4,185,247
(ii) shared power to vote or direct the vote:
As of December 31, 1996, the number of shares of
Common Stock as to which each Reporting Person identified in
Item 2 of this Schedule 13G had shared power to vote or
direct the vote are:
Reporting Person Shares
Fund V 0
Fund V-2 0
Fund VI 0
First Reserve 0
<PAGE>
13G Page 8 of 9 Pages
(iii) sole power to dispose or direct the disposition of:
As of December 31, 1996, the number of shares of
Common Stock as to which each Reporting Person identified in
Item 2 of this Schedule 13G had the sole power to dispose or
direct the disposition are:
Reporting Person Shares
Fund V 167,415
Fund V-2 167,415
Fund VI 3,850,417
First Reserve 4,185,247
(iv) shared power to vote or direct the vote:
As of December 31, 1996, the number of shares of
Common Stock as to which each Reporting Person identified in
Item 2 of this Schedule 13G had shared power to dispose or
direct the disposition are:
Reporting Person Shares
Fund V 0
Fund V-2 0
Fund VI 0
First Reserve 0
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.
<PAGE>
CUSIP No. 637071101 13G Page 9 of 9 Pages
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.
FIRST RESERVE CORPORATION
By: /s/ Elizabeth C. Foley
Name: Elizabeth C. Foley
Title: Managing Director
FIRST RESERVE FUND V, LIMITED PARTNERSHIP
By: First Reserve Corporation, its
Managing and General Partner
By: /s/ Elizabeth C. Foley
Name: Elizabeth C. Foley
Title: Managing Director
FIRST RESERVE FUND V-2, LIMITED PARTNERSHIP
By: First Reserve Corporation, its
Managing and General Partner
By: /s/ Elizabeth C. Foley
Name: Elizabeth C. Foley
Title: Managing Director
FIRST RESERVE FUND VI, LIMITED PARTNERSHIP
By: First Reserve Corporation, its
Managing and General Partner
By: /s/ Elizabeth C. Foley
Name: Elizabeth C. Foley
Title: Managing Director
