AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JANUARY 23, 2003.
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NATIONAL-OILWELL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0475815
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10000 RICHMOND AVENUE STEVEN W. KRABLIN
HOUSTON, TEXAS 77042 10000 RICHMOND AVENUE
(713) 346-7500 HOUSTON, TEXAS 77042
(Address, including zip code, and (713) 346-7500
telephone number (Name, address, including zip code,
including area code of and telephone number including
registrant's principal executive offices) area code of agent for service)
WITH COPIES TO:
Dwight W. Rettig Margaret B. Symonds
National-Oilwell, Inc. Bracewell & Patterson, L.L.P.
10000 Richmond 711 Louisiana Street, Suite 2900
Houston, Texas 77042-4200 Houston, Texas 77002-2781
(713) 346-7550 (713) 221-1368
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this registration statement as the selling
stockholder shall determine.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of securities to Amount to be Offering Price Per Proposed maximum aggregate Amount of registration
be registered Registered (1) Share (2) offering price (2) fee (2)
---------------------------- ------------------------- --------------------- ------------------------------ -----------------------
Common Stock, par
value $.01 per share 3,200,000 shares $19.72 $63,104,000 $5,806
============================ ========================= ===================== ============================== =======================
(1) All 3,200,000 shares of common stock offered hereby are being offered
and sold for the account of the selling stockholder named herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act based on the average
of the high and low sales prices of the common stock as reported on the
New York Stock Exchange, Inc. on January 21, 2003.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
Subject to completion, dated _____________, 2003
PROSPECTUS
NATIONAL-OILWELL, INC.
3,200,000 shares
Common Stock
The selling stockholder identified in this prospectus is offering to
sell, from time to time, up to 3,200,000 shares of common stock, par value $.01
per share, of National-Oilwell, Inc. at prices and on terms to be determined
from time to time. We will not receive any proceeds from the sale of the shares
of common stock offered by this prospectus by the selling stockholder. You
should refer to the "Selling Stockholder" section of this prospectus for
identification of the selling stockholder.
Our common stock trades on the New York Stock Exchange under the symbol
"NOI." On January 22, 2003, the last reported sale price of our common stock on
the New York Stock Exchange, Inc. was $20.31.
The selling stockholder may offer its shares from time to time through
public or private transactions, on or off the New York Stock Exchange, Inc., at
prevailing market prices or at privately negotiated prices. The selling
stockholder may make sales directly to purchasers or through brokers, agents,
dealers or underwriters. The selling stockholder will bear all commissions and
other compensation paid to brokers in connection with the sale of the shares.
Our address is 10000 Richmond Avenue, Houston, Texas 77042, and our
telephone number at that address is (713) 346-7500.
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YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE
HEADING "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The information in this prospectus is not complete and may be changed.
The selling stockholder may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
The date of this prospectus is ____________, 2003.
YOU SHOULD RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. THIS PROSPECTUS MAY ONLY BE USED WHERE IT IS LEGAL TO
SELL THE SHARES. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN OR INCORPORATED
BY REFERENCE IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE
ON THE FRONT COVER OF THOSE DOCUMENTS. OUR BUSINESS, FINANCIAL CONDITION,
RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION..............................................................................i
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS ..............................................................ii
SUMMARY ........................................................................................................1
RISK FACTORS ...................................................................................................2
USE OF PROCEEDS ................................................................................................4
SELLING STOCKHOLDER ............................................................................................4
PLAN OF DISTRIBUTION ...........................................................................................5
LEGAL MATTERS ..................................................................................................7
EXPERTS ........................................................................................................7
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (File No.:
1-12317). You may read and copy any document we file with the SEC at the SEC's
public reference room located at:
SEC's Public Reference Room
450 Fifth Street, N.W.
Washington, D.C. 20549
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room and its copy charges. Our SEC filings are also available
to the public on the SEC's web site at http://www.sec.gov and at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005,
the stock exchange on which our common stock is traded.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information, as well as the
information included in any prospectus supplement. We incorporate by reference
any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, after the date of this
prospectus and until all the shares have been sold. We also specifically
incorporate by reference the following documents that we have already filed with
the SEC:
o Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001;
o Our Quarterly Report on Form 10-Q for the quarter ended March
31, 2002;
o Our Quarterly Report on Form 10-Q for the quarter ended June
30, 2002;
o Our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002;
o Our Current Report on Form 8-K filed on August 13, 2002;
o Our Current Report on Form 8-K filed on October 16, 2002;
o Our Current Report on Form 8-K filed on November 14, 2002; and
o Our Registration Statement on Form 8-A filed on October 15,
1996; as updated by our Current Report on Form 8-K filed on
November 17, 1997.
We encourage you to read our periodic and current reports. We think
these reports provide additional information about our company which investors
find important. You may obtain copies of our documents filed with the SEC on our
website, www.natoil.com. You may also request a printed copy of
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these filings as well as any future filings incorporated by reference (and any
exhibit incorporated by reference in those documents), at no cost, by contacting
us at the following address and telephone number:
National-Oilwell, Inc.
10000 Richmond Avenue
Houston, Texas 77042-4200
Attention: Investor Relations
713-346-7500
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements made or incorporated by reference in this
prospectus contain forward-looking statements. Statements that are not
historical facts, including statements about our beliefs and expectations, are
forward-looking statements. Forward-looking statements typically are identified
by use of terms such as "may," "will," "expect," "anticipate," "estimate" and
similar words, although some forward-looking statements are expressed
differently. You should be aware that our actual results could differ materially
from those contained in the forward-looking statements due to a number of
factors, including but not limited to changes in oil and gas prices, customer
demand for our products and worldwide economic activity. You should also
consider carefully the statements under "Risk Factors" which address additional
factors that could cause our actual results to differ from those set forth in
the forward-looking statements. We may note additional factors in this
prospectus, and in documents incorporated by reference into this prospectus and
an accompanying prospectus supplement. Given these uncertainties, current or
prospective investors are cautioned not to place undue reliance on any such
forward-looking statements. We undertake no obligation to update any such
factors or forward-looking statements to reflect future events or developments.
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SUMMARY
NATIONAL-OILWELL, INC.
National-Oilwell, Inc. a Delaware corporation, is a worldwide leader in
the design, manufacture and sale of comprehensive systems and components used in
oil and gas drilling and production, as well as in providing supply chain
integration services to the upstream oil and gas industry.
National Oilwell manufactures and assembles drilling machinery,
including drawworks, mud pumps and top drives, which are the major mechanical
components of drilling rigs, as well as masts, derricks, cranes and
substructures. Many of these components are designed specifically for more
demanding applications, which include offshore, extended reach and deep land
drilling. We also provide electrical power systems, computer control systems and
automation systems for drilling rigs. Our systems are used in many of the
industry's most technologically demanding applications. In addition, we provide
engineering and fabrication services to integrate our drilling products and
deliver complete land drilling and workover rigs as well as drilling modules for
mobile offshore drilling rigs or offshore drilling platforms.
Our Products and Technology segment also designs and manufactures
drilling motors and specialized downhole tools for rent and sale. Drilling
motors are essential components of systems for horizontal, directional, extended
reach and performance drilling. Downhole tools include fishing tools, drilling
jars, shock tools and other specialized products.
Our Distribution Services segment offers comprehensive supply chain
integration services to the drilling and production segments. Our network of
service centers located in the United States and Canada and near other major
drilling and production activity worldwide use state of the art information
technology platforms to provide procurement, inventory management and logistics
services. These service centers stock and sell a variety of expendable items for
oilfield applications and spare parts for equipment manufactured by National
Oilwell.
RECENT DEVELOPMENTS
On October 11, 2002, we signed a Combination Agreement to acquire
Hydralift ASA for Norwegian Kroner 55 per share, which is approximately U.S.
$7.33, per share. Hydralift's shares are currently trading on the Oslo Bors
Exchange and information regarding Hydralift can be found in its publicly
available reports. The acquisition is structured as a cash tender offer for all
of the issued and outstanding shares of Hydralift. On December 18, 2002, we
accepted the tender of over ninety percent (90%) of the outstanding shares of
Hydralift, and as of December 31, 2002, we owned over 98% of the shares of
Hydralift. We are currently working with the Oslo Bors Exchange to complete a
mandatory offer for the remaining shares of Hydralift. Although no assurance can
be given, we expect to complete this acquisition by the end of the first quarter
of 2003 at a total cost, including assumed debt, of approximately $300 million.
On January 16, 2003, we purchased all of the issued and outstanding
shares of Monoflo, Inc., a Delaware corporation, Mono Group, a private unlimited
company organized under the laws of Scotland and Mono Pumps Limited, a private
unlimited company organized under the laws of Wales and England. We issued 3.2
million shares of our common stock and paid $22.65 million in cash for the
shares of Monoflo, Mono Pumps Limited and Mono Group, for a total consideration
of approximately $87 million based on the January 15, 2003 closing price of
shares of our common stock.
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RISK FACTORS
You should carefully consider the risks described below, in addition to
other information contained or incorporated by reference in this prospectus.
Realization of any of the following risks could have a material adverse effect
on our business, financial condition, cash flows and results of operations.
NATIONAL OILWELL DEPENDS ON THE OIL AND GAS INDUSTRY
National Oilwell is dependent upon the oil and gas industry and its
willingness to explore for and produce oil and gas. The industry's willingness
to explore and produce depends upon the prevailing view of future product
prices. Many factors affect the supply and demand for oil and gas and therefore
influence product prices, including:
o level of production from known reserves;
o cost of producing oil and gas;
o level of drilling activity;
o worldwide economic activity;
o national government political requirements;
o development of alternate energy sources; and
o environmental regulations.
If there is a significant reduction in demand for drilling services, in
cash flows of drilling contractors or production companies or in drilling or
well servicing rig utilization rates, then demand for our products will decline.
OIL AND GAS PRICES ARE VOLATILE
Oil and gas prices have been volatile since 1990, ranging from $10 -
$40 per barrel. Oil prices were low in 1998, generally ranging from $11 to $16
per barrel. In 1999, oil prices increased and were generally in the $25-$30 per
barrel range during 2000. Prices once again declined in the second half of 2001,
generally ranging between $18 and $22 per barrel. Since the second quarter of
2002, prices have generally ranged from $25-$30 per barrel. Spot gas prices have
also been volatile since 1990, ranging from less than $1.00 per mmbtu to above
$10.00. Gas prices were moderate in 1998 and 1999, generally ranging from $1.80
to $2.50 per mmbtu. Gas prices strengthened throughout 2000, generally ranging
from $4-$8 per mmbtu. In the second quarter of 2001, gas prices again came under
pressure, generally ranging between $2.20 to $3.00 per mmbtu through the first
quarter of 2002. Gas prices increased in the second quarter of 2002 and have
generally ranged between $3.00 to $5.00 per mmbtu since that time.
These price changes have caused many shifts in the strategies and
expenditure levels of oil and gas companies and drilling contractors,
particularly with respect to decisions to purchase major capital equipment of
the type we manufacture. In the second half of 1998, lower oil prices slowed
production and new drilling, particularly in areas with high per barrel cost of
production. This slowdown quickly affected our Distribution Services segment and
subsequently negatively impacted our Products and Technology segment. While our
activity increased in 2001 in response to the improved commodity price
environment, demand again declined in the fourth quarter of 2001. Industry
activity and our revenues
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have not responded to the higher commodity prices that have existed since the
second quarter of 2002. We cannot predict future oil and gas prices or the
effect prices will have on exploration and production levels.
NATIONAL OILWELL'S INDUSTRY IS HIGHLY COMPETITIVE
The oilfield products and services industry is highly competitive. The
following competitive actions can each affect our revenues and earnings:
o price changes;
o new product and technology introductions; and
o improvements in availability and delivery.
We compete with many companies and there are low barriers to entry in
many of our business segments. Some of the companies with whom we now or may in
the future compete may possess greater financial resources or offer certain
products that we do not have.
NATIONAL OILWELL FACES POTENTIAL PRODUCT LIABILITY AND WARRANTY CLAIMS
Customers use some of our products in potentially hazardous drilling,
completion and production applications that can cause:
o injury or loss of life;
o damage to property, equipment or the environment; and
o suspension of operations.
We maintain amounts and types of insurance coverage that we believe are
consistent with normal industry practice. We cannot guarantee that insurance
will be adequate to cover all liabilities we may incur. We also may not be able
to maintain insurance in the future at levels we believe are necessary and at
rates we consider reasonable.
National Oilwell may be named as a defendant in product liability or
other lawsuits asserting potentially large claims if an accident occurs at a
location where our equipment and services have been used. We are currently party
to various legal and administrative proceedings. We cannot predict the outcome
of these proceedings, nor can we guarantee any negative outcomes will not be
significant to us.
INSTABILITY OF FOREIGN MARKETS COULD HAVE A NEGATIVE IMPACT ON THE REVENUES OF
NATIONAL OILWELL
Some of our revenues depend upon customers in the Middle East, Africa,
Southeast Asia, South America and other international markets. These revenues
are subject to risks of instability of foreign economies and governments. Laws
and regulations limiting exports to particular countries can affect our sales,
and sometimes export laws and regulations of one jurisdiction contradict those
of another.
National Oilwell is exposed to the risks of changes in exchange rates
between the U.S. dollar and foreign currencies. We do not currently engage in or
plan to engage in any significant hedging or currency trading transactions
designed to compensate for adverse currency fluctuations.
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NATIONAL OILWELL MAY NOT BE ABLE TO SUCCESSFULLY MANAGE ITS GROWTH
National Oilwell has acquired 27 companies during the past five years,
including nine in 2001 and four through December 2002. We announced an agreement
to acquire the shares of Hydralift ASA in October 2002, which is expected to be
completed by the end of the first quarter of 2003 at a total cost, including
assumed debt, of approximately $300 million. In addition, we have acquired all
of the outstanding shares of Monoflo, Inc., a Delaware corporation, Mono Group,
a private unlimited company organized under the laws of Scotland, and Mono Pumps
Limited, a private unlimited company organized under the laws of Wales and
England. We cannot predict whether suitable acquisition candidates will be
available on reasonable terms or if we will have access to adequate funds to
complete any desired acquisition. Once acquired, we cannot guarantee that we
will successfully integrate the operations of the acquired companies. Combining
organizations could interrupt the activities of some or all of our businesses
and have a negative impact on operations.
NATIONAL OILWELL HAS DEBT
In 1998, National Oilwell issued $150 million of 6 7/8% unsecured
senior notes due July 1, 2005. In 2001, we issued an additional $150 million of
6 1/2% unsecured senior notes due March 15, 2011. As of September 30, 2002, we
had a total of $300 million of debt and a total of $921 million of stockholders'
equity. On November 22, 2002, we issued an additional $200 million of 5.65%
unsecured senior notes due November 15, 2012. In addition, although no assurance
can be given that the acquisition will be completed, National-Oilwell expects
that it will assume approximately $90 million in debt upon the closing of the
Hydralift acquisition. Our leverage requires us to use some of our cash flow
from operations for payment of interest on our debt. Our leverage may also make
it more difficult to obtain additional financing in the future. Further, our
leverage could make us more vulnerable to economic downturns and competitive
pressures.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the
selling stockholder.
SELLING STOCKHOLDER
On January 16, 2003, we purchased all of the issued and outstanding
shares of Monoflo, Inc., a Delaware corporation, Mono Group, a private unlimited
company organized under the laws of Scotland, and Mono Pumps Limited, a private
unlimited company organized under the laws of Wales and England. As part of the
consideration for the purchase of the stock of these entities, we issued
3,200,000 shares of common stock to Halliburton Energy Services, Inc. We are
obligated to register the shares of common stock issued to Halliburton Energy
Services, Inc. pursuant to the terms of a Registration Rights Agreement dated as
of January 15, 2003.
The selling stockholder has not held any position or office, and has
not had any other material relationship with us or any of our affiliates within
the last three years.
The following table sets forth information regarding the beneficial
ownership of the shares of common stock by the selling stockholder as of January
21, 2003, including the number of shares of our common stock that the selling
stockholder owned prior to the offering and the number of shares of our common
stock that may be offered for resale for the account of the selling stockholder,
or its assigns, pursuant to this prospectus. Beneficial ownership is determined
in accordance with the rules and regulations of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities.
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The shares set forth below may be offered from time to time by the
selling stockholder. However, the selling stockholder is under no obligation to
sell all or any portion of such shares, nor is the selling stockholder obligated
to sell any such shares immediately pursuant to this prospectus.
The table below sets forth information with respect to the shares of
our common stock beneficially owned by the selling stockholder.
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED REGISTERED FOR NUMBER OF SHARES
NAME OF SELLING STOCKHOLDER PRIOR TO OFFERING (1) SALE HEREBY AFTER OFFERING
Halliburton Energy Services, Inc. 3,200,000 3,200,000 (1)(2)
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(1) The shares owned by the selling stockholder represent less than 5%
of the outstanding shares of common stock.
(2) Because the selling stockholder may offer all, some or none of the
shares pursuant to this prospectus, we do not know the exact number of shares
that will be held by the selling stockholder after completion of the sale of
shares hereunder. See "Plan of Distribution".
PLAN OF DISTRIBUTION
We are registering the shares of common stock on behalf of the selling
stockholder. We will bear all costs, expenses and fees in connection with the
registration of the shares of common stock. The selling stockholder will bear
its own brokerage commissions and similar selling expenses, if any, attributable
to the sale of the shares of common stock. All or part of the shares of common
stock may be offered by the selling stockholder from time to time in
transactions on the New York Stock Exchange, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The methods by which the
shares of common stock may be sold or distributed may include, but not be
limited to, the following:
o purchases by a broker or dealer as principal and resale by
such broker or dealer for its account;
o an exchange distribution in accordance with the rules of such
exchange;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o privately negotiated transactions;
o a cross or block trade in which the broker or dealer so
engaged will attempt to sell the shares of common stock as
agent, but may position and resell a portion of the block as
principal to facilitate the transaction;
o short sales, short sales against the box, puts and calls and
other transactions in our securities or derivatives thereof,
in connection with which the selling stockholder may sell and
deliver the shares of common stock;
o short sales or borrowings, returns and reborrowings of the
common stock pursuant to stock loan agreements to settle short
sales;
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o delivery in connection with the issuance of securities by
issuers, other than us, that are exchangeable for (whether
optional or mandatory), or payable in, such common stock
(whether such securities are listed on a national securities
exchange or otherwise) or pursuant to which such common stock
may be distributed; and
o a combination of such methods of sale or distribution.
The selling stockholder may also sell such shares of common stock in
accordance with Rule 144 under the Securities Act of 1933, as amended.
In effecting sales, brokers or dealers engaged by the selling
stockholder may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the selling stockholder or
from the purchasers in amounts to be negotiated immediately prior to the sale.
If underwriters are used in the sale, the shares of common stock will
be acquired by the underwriters for their own account. The underwriters may
resell the common stock in one or more transactions, including negotiated
transactions at a fixed public offering price or at varying prices determined at
the time of sale. Any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time. If we
are notified that underwriters are involved, the names of the underwriters, if
any, with respect to any such offering and the terms of the transactions,
including any underwriting discounts, concessions or commissions and other items
constituting compensation of the underwriters and broker-dealers, if any, will
be set forth in a supplement to this prospectus relating to that offering. The
obligations of the underwriters to purchase the common stock will be subject to
specified conditions, and the underwriters will be obligated to purchase all of
the common stock specified in such supplement if any are purchased.
This prospectus may also be used by donees of the selling stockholder
or other persons acquiring shares of common stock, including brokers who borrow
the common stock to settle short sales of common stock, and who wish to offer
and sell such common stock under circumstances requiring or making desirable its
use. From time to time a selling stockholder may pledge its common stock
pursuant to the margin provisions of its customer agreements with respective
brokers or otherwise. Upon a default by a selling stockholder, the broker or
pledgee may offer and sell the pledged common stock from time to time.
The selling stockholder and any broker-dealers who act in connection
with the sale of common stock hereunder may be deemed to be "underwriters" as
that term is defined in the Securities Act, and any commissions received by them
and any profit on the resale of the common stock as principal might be deemed to
be underwriting discounts and commissions under the Securities Act. We have
advised the selling stockholder that because it may be deemed to be an
underwriter, the anti-manipulative provisions of Regulation M promulgated under
the Exchange Act may apply to its sales.
We have agreed to indemnify the selling stockholder against certain
liabilities, including liabilities arising under the Securities Act of 1933. The
selling stockholder may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving shares of the common stock against
certain liabilities, including liabilities arising under the Securities Act of
1933.
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LEGAL MATTERS
The validity of the securities will be passed upon by Bracewell &
Patterson, L.L.P., Houston, Texas.
EXPERTS
Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements appearing in National-Oilwell, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2001, as set forth in their report, which
is incorporated by reference in this Registration Statement, which as to the
year 1999, is based in part on the report of KPMG LLP, independent auditors.
National-Oilwell, Inc.'s financial statements are incorporated by reference in
reliance upon such reports given on their authority of such firms as experts in
accounting and auditing.
-7-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We will pay for the fees and expenses of the offering. All
amounts, except the Securities and Exchange Commission registration fee, are
estimated and are subject to future contingencies. The expenses of the offering
are estimated to be as follows:
Securities and Exchange Commission Registration Fee ............................ $ 5,806
Legal Fees and Expenses ........................................................ $ 15,000
Accounting Fees and Expenses ................................................... $ 5,000
Miscellaneous .................................................................. $ 1,194
Total ....................................................................... $ 27,000
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
authorizes, inter alia, a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation may
indemnify past or present officers and directors of such corporation or of
another corporation or other enterprise at the former corporation's request, in
an action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if such person is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify him against the
expenses (including attorney's fees) which he actually and reasonably incurred
in connection therewith. Section 145 further provides that any indemnification
shall be made by the corporation only as authorized in each specific case upon a
determination by the (i) stockholders, (ii) board of directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (iii) independent counsel if a quorum of disinterested
directors so directs. Section 145 provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 145 of the DGCL also empowers National Oilwell to purchase
and maintain insurance on behalf of any person who is or was an officer or
director of National Oilwell against liability asserted against or incurred by
him in any such capacity, whether or not National Oilwell would have the power
to indemnify such officer or director against such liability under the
provisions of section 145. National Oilwell maintains a directors' and officers'
liability policy for such purposes.
Article Sixth, Part II, Section 1 of National Oilwell's Amended
and Restated Certificate of Incorporation and Article VI of National Oilwell's
Bylaws each provide that directors, officers, employees and agents shall be
indemnified to the fullest extent permitted by Section 145 of the DGCL.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits. The following exhibits are filed as part of this
Registration Statement.
II-1
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Amended and Restated Certificate of Incorporation of
National-Oilwell, Inc. (incorporated by reference
from Exhibit 3.1 of National Oilwell's Quarterly
Report on Form 10-Q for the quarter ended June 30,
2000, filed August 11, 2000).
4.2 By-laws of National-Oilwell, Inc. (incorporated by
reference from Exhibit 3.2 to National Oilwell's
Registration Statement on Form S-1, as amended
(Registration No. 333-11051), initially filed on
August 29, 1996.
4.3 Registration Rights Agreement by and between
National-Oilwell, Inc. and Halliburton Energy
Services, Inc. dated January 15, 2003.
5 Opinion of Bracewell & Patterson, L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
23.3 Consent of Bracewell & Patterson, L.L.P. (included
in its opinion filed as Exhibit 5 hereto)
24 Powers of Attorney (included as part of the
signature page hereof)
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
II-2
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and where
applicable each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in
Item 15 above, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted
by such officer, director or controlling person of the registrant
in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether or not such indemnification
by it is against public policy as expressed in the Securities Act
of 1933 and will be governed by the final adjudication of such
issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on January 22, 2003.
NATIONAL-OILWELL, INC.
By: /s/ Steven W. Krablin
------------------------------
Name: Steven W. Krablin
Title: Vice President and Chief Financial
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS
STEVEN W. KRABLIN AND M. GAY MATHER, OR EITHER OF THEM ACTING SINGLY, HIS TRUE
AND LAWFUL ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL
CAPACITIES, TO EXECUTE AND CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ANY AND ALL AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO THIS
REGISTRATION STATEMENT AND A RELATED REGISTRATION STATEMENT THAT IS TO BE
EFFECTIVE UPON FILING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT OF 1933,
AND IN EACH CASE TO FILE THE SAME, WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS
IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND CONFIRMS ALL THAT SAID
ATTORNEY-IN-FACT AND AGENT OR HIS SUBSTITUTE OR SUBSTITUTES MAY DO OR CAUSE TO
BE DONE BY VIRTUE HEREOF.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Merrill A. Miller, Jr. Chairman of the Board of Directors January 22, 2003
--------------------------------- (Principal Executive Officer)
Merrill A. Miller, Jr.
/s/ Steven W. Krablin Vice President and Chief Financial January 22, 2003
--------------------------------- Officer (Principal Financial Officer)
Steven W. Krablin
Director
---------------------------------
Hushang Ansary
/s/ Robert E. Beauchamp Director January 22, 2003
---------------------------------
Robert E. Beauchamp
/s/ Jon Gjedebo Director January 22, 2003
---------------------------------
Jon Gjedebo
II-4
/s/ Ben A. Guill Director January 22, 2003
---------------------------------
Ben A. Guill
/s/ Roger L. Jarvis Director January 22, 2003
---------------------------------
Roger L. Jarvis
/s/ William E. Macaulay Director January 22, 2003
---------------------------------
William E. Macaulay
/s/ Frederick W. Pheasey Director January 22, 2003
---------------------------------
Frederick W. Pheasey
/s/ Joel V. Staff Director January 22, 2003
---------------------------------
Joel V. Staff
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.1 Amended and Restated Certificate of Incorporation of
National-Oilwell, Inc. (incorporated by reference
from Exhibit 3.1 of National Oilwell's Quarterly
Report on Form 10-Q for the quarter ended June 30,
2000, filed August 11, 2000).
4.2 By-laws of National-Oilwell, Inc. (incorporated by
reference from Exhibit 3.2 to National Oilwell's
Registration Statement on Form S-1, as amended
(Registration No. 333-11051), initially filed on
August 29, 1996.
4.3 Registration Rights Agreement by and between
National-Oilwell, Inc. and Halliburton Energy
Services, Inc. dated January 15, 2003.
5 Opinion of Bracewell & Patterson, L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
23.3 Consent of Bracewell & Patterson, L.L.P. (included
in its opinion filed as Exhibit 5 hereto)
24 Powers of Attorney (included as part of the
signature page hereof)