-----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, AdtyDjkVp0DggD9e/Egpc7slee2UgQEWX2Wgn4FXUnj5OPb31TROC0I3yjLobh9Q 3I8FTivmQgZLLS3fiST/Gg== 0000893750-97-000062.txt : 19970222 0000893750-97-000062.hdr.sgml : 19970222 ACCESSION NUMBER: 0000893750-97-000062 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NYSE GROUP MEMBERS: FIRST RESERVE CORP /CT/ /ADV GROUP MEMBERS: FIRST RESERVE FUND V, L.P. GROUP MEMBERS: FIRST RESERVE FUND V-2, L.P. GROUP MEMBERS: FIRST RESERVE FUND VI, L.P. 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: 1934 Act SEC FILE NUMBER: 005-49577 FILM NUMBER: 97532945 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: FIRST RESERVE CORP /CT/ /ADV CENTRAL INDEX KEY: 0000814313 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061210123 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036616601 MAIL ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: FIRST RESERVE CORP /CT/ /ADV DATE OF NAME CHANGE: 19950630 SC 13G 1 OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response . . . . . . 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ________) 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] 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). 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 (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 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.94% 12 TYPE OF REPORTING PERSON PN SEE INSTRUCTIONS BEFORE FILLING OUT! 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 (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 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.94% 12 TYPE OF REPORTING PERSON PN SEE INSTRUCTIONS BEFORE FILLING OUT! 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 (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 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.56% 12 TYPE OF REPORTING PERSON PN SEE INSTRUCTIONS BEFORE FILLING OUT! 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 (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 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.44% 12 TYPE OF REPORTING PERSON CO SEE INSTRUCTIONS BEFORE FILLING OUT! 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. 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 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----