<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
National Environmental Service Co.
-------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
-------------------------------------------------------------------
(Title of Class of Securities)
635838 10 5
-------------------------------------------------------------------
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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, seethe Notes).
<PAGE>
SCHEDULE 13G
===============================================================================
CUSIP NO. 635838 10 5 Page 2 of 5 Pages
---------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Wesley Hill
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
684,990
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
456,660
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
684,990
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
7.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13G
CUSIP No. 635838 10 5 Page 3 of 5 Page
---------------
ITEM 1
(a) Name of Issuer:
National Environmental Service Co.
(b) Address of Issuer's Principal Executive Offices:
12331 East 60/th/ Street,
Tulsa, Oklahoma 74136
ITEM 2
(a) Name of Person Filing:
See Item 1 of Page 2
(b) Address of Principal Business Office:
1625 West Owen K. Garriott
Suite D
Enid, Oklahoma 73703
(c) Citizenship:
See Item 4 of Page 2
(d) Title of Class of Securities:
Common Stock
(e) CUSIP No.:
635838 10 5
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment advisor in accordance with (S)240.13d-
1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G);
<PAGE>
SCHEDULE 13G
CUSIP No. 635838 10 5 Page 4 of 5 Page
---------------
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with (S) 240.13d-1(b)(1)(ii)(J).
Not applicable to Reporting Person
ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned:
See Item 9 of Page 2
(b) Percent of Class:
See Item 11 of Page 2
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote - See Item 5 of Page 2
(ii) shared power to vote or direct the vote - See Item 6 of Page 2
(iii) sole power to dispose or to direct the disposition of - See
Item 7 of Page 2
(iv) shared power to dispose or to direct the disposition of - See
Item 8 of Page 2
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable to Reporting Person
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
No person other than Mr. Hill has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the 684,990 shares of Common Stock of NESCO owned by Mr. Hill,
provided however, that the sale of 228,330 of such shares will be
restricted and are subject to forfeiture under an escrow agreement.
During the escrow period, Mr. Hill retains the right to vote such
shares and to receive any cash dividends that may be paid with respect
to the shares.
<PAGE>
SCHEDULE 13G
CUSIP No. 635838 10 5 Page 5 of 5 Page
---------------
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable to Reporting Person
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable to Reporting Person
ITEM 9 NOTICE OF DISSOLUTION OF A GROUP:
Not applicable to Reporting Person
ITEM 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose 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.
Dated: December 2, 1999
\s\ Wesley Hill
----------------------------------
Wesley Hill
