-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QFbCin5b6y4DhEiZTljLetOY7LXD0iKT3KtQUfrqQ75cRXTh1jjFMvGEJ0TPA/uA s19j3y31F7waG8o9WjsgJg== 0000733553-97-000233.txt : 19971218 0000733553-97-000233.hdr.sgml : 19971218 ACCESSION NUMBER: 0000733553-97-000233 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971217 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL OILWELL INC CENTRAL INDEX KEY: 0001021860 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 760475815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-49577 FILM NUMBER: 97739914 BUSINESS ADDRESS: STREET 1: 5555 SAN FELIPE CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7139605100 MAIL ADDRESS: STREET 1: 5555 SAN FELIPE CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEUBERGER & BERMAN LLC CENTRAL INDEX KEY: 0000733553 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 135521910 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158-3698 BUSINESS PHONE: 2124769000 FORMER COMPANY: FORMER CONFORMED NAME: NEUBERGER & BERMAN L P /ADV DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: NEUBERGER & BERMAN L P /ADV DATE OF NAME CHANGE: 19940411 SC 13G 1 K:\CMP\HOTDOCS\TXT\NOI.ASC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* National Oilwell Inc (Name of Issuer) Common (Title of Class of Securities) 637071101 (CUSIP Number) *Percent of class in row 9 has been adjusted to reflect the new shares outstanding as of November 18, 1997. This amendment is being made solely to reflect actual percentage ownership of issuer based upon the new share outstanding. Previous 13G filed on December 10, 1997 reflected Neuberger & Berman's percentage ownership based upon a prestock split shares outstanding. 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 l; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.)(See Rule 13d-7). *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). CUSIP No. 637071101 13G Page 2 of 5 Pages 1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Neuberger & Berman, LLC 13-5521910 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/ (b) /X/ 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION New York, New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5) SOLE VOTING POWER 978,776 6) SHARED VOTING POWER 1,103,090 7) SOLE DISPOSITIVE POWER 0. 8) SHARED DISPOSITIVE POWER 2,571,258 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,571,258 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 13,662 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.04* *Percent of class in row 9 has been adjusted to reflect the new shares outstanding as of November 18, 1997. This amendment is being made solely to reflect actual percentage ownership of issuer based upon the new share outstanding number. Previous 13G filed on December 10, 1997 reflected Neuberger & Berman's percentage based upon a prestock split shares outstanding. 12) TYPE OF REPORTING PERSON* BD/IA CUSIP No. 637071101 13G Page 3 of 5 Pages Item 1. (a) Name of Issuer: National Oilwell Inc Item 1 (b) Address of Issuer's Principal Executive Offices: 5555 San Felipe Houston TX 77056 Item 2. (a) Name of Person Filing: Neuberger & Berman, LLC Item 2 (b) Address of Principal Business Office: 605 Third Ave., New York, NY, 10158-3698 Item 2 (c) Citizenship: USA Item 2 (d) Title of Class of Securities: Common Item 2 (e) CUSIP Number: 637071101 Item 3. (a) /X/ Broker or Dealer registered under Section 15 of the Act Item 3 (b) /X/ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 Item 4. Ownership: (a) Amount Beneficially Owned: 2,571,258 (b) Percent of Class: 5.04* *Percent of class in row 9 has been adjusted to reflect the new shares outstanding as of November 18, 1997. This amendment is being made solely to reflect actual percentage ownership of issuer based upon the new share outstanding. Previous 13G filed on December 10, 1997 reflected Neuberger & Berman's percentage ownership based upon a prestock split shares outstanding. CUSIP No. 637071101 13G Page 4 of 5 Pages (c) Number of Shares as to which such person has: (I) Sole Power to vote or to direct the vote: 978,776 (ii) Shared Power to vote or to direct the vote: 1,103,090 (iii) Sole Power to dispose or to direct the disposition of: 0 (iv) Shared Power to dispose or to direct the disposition of: 2,571,258 Item 5. Ownership of Five Percent or Less of a Class: N/A Item 6. Ownership of More than Five Percent on Behalf of Another: Neuberger & Berman, LLC is deemed to be a beneficial owner for purpose of Rule 13(d) since it has shared power to make decisions whether to retain or dispose of the securities of many unrelated clients. Neuberger & Berman, LLC does not, however have any economic interest in the securities of those clients. The clients are the actual owners of the securities and have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. Principal(s) of Neuberger & Berman, LLC own 13,662 shares. Principal(s) own these shares in their own personal securities accounts. Neuberger & Berman LLC disclaims beneficial ownership of these shares since; these shares were purchased with each principal(s)' personal funds and each principal has exclusive dispositive and voting power over the shares held in their respective accounts. With regard to the shares set forth under Item 4.(c)(II), Neuberger & Berman, LLC and Neuberger & Berman Management Inc. are deemed to be beneficial owners for purposes of Rule 13(d) since they both have shared power to make decisions whether to retain or dispose of the securities. Neuberger & Berman, LLC and Neuberger & Berman Management Inc. serve as sub- adviser and investment manager, respectively, of Neuberger & Berman's various Funds which hold such shares in the ordinary course of their business and not with the purpose nor with the effect of changing or influencing the control of the issuer. With regard to the balance of the shares set forth under Item 4. (c) (II), Neuberger & Berman, LLC and Neuberger & Berman Management Inc. are deemed to be the beneficial owners for the purpose of Rule 13(d), since they have power to make decisions whether to retain or dispose of securities held by Neuberger & Berman's various other Funds. Neuberger & Berman, LLC is the sub-advisor to the aforementioned Funds. No other Neuberger & Berman, LLC advisory client has an interest of more than 5% of the issuer. It should be further noted that the share calculation under item 4.(c)(IV) is derived from a total combination of the shares set forth under Item 4.(c)(I and II). The remaining balance of shares, if any, are for individual client accounts over which Neuberger & Berman, LLC has shared power to dispose. CUSIP No. 637071101 13G Page 5 of 5 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: 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 of 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. Date: December 17, 1997 By: C. Carl Randolph _ Principal/General Counsel Name/Title -----END PRIVACY-ENHANCED MESSAGE-----