-----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, UjBm2BVhQVdY+qp540IU3+qqAOoTeH8BOpLXurZ//mlIiDANwuKaLlNwWXz1rHDO ZNdkgu1gyONfjsCS3FXrNA== 0000950129-97-000693.txt : 19970222 0000950129-97-000693.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950129-97-000693 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NONE GROUP MEMBERS: DPI OIL SERVICES PARTNERS LMTD PRTNRSHP GROUP MEMBERS: DPI PARTNERS II LIMITED PRTNRSHP GROUP MEMBERS: INVERNESS PHOENIX LLC GROUP MEMBERS: JAMES C. COMIS III GROUP MEMBERS: W. MCCOMB DUNWOODY 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: 97535926 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: INVERNESS PHOENIX LLC CENTRAL INDEX KEY: 0001033833 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036299492 SC 13G 1 NATIONAL-OILWELL, INC. (INVERNESS/PHOENIX LLC) 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NATIONAL-OILWELL, INC. (Name of Issuer) COMMON STOCK, par value $.01 per share (Title of Class of Securities) 637071-10-1 (CUSIP Number) 2 CUSIP No. 637071-10-1 1) Name of Reporting Person DPI Oil Service Partners Limited Partnership S.S. or I.R.S. Identification No. of Above Person 2) Check the appropriate box if a member of a Group (a)X (b)N/A 3) SEC Use Only 4) Citizenship or place of organization U.S.A. Number of Shares (5) Sole Voting Power 0 Beneficially Owned (6) Shared Voting Power 4,725,281 by Each Reporting (7) Sole Dispositive Power 0 Person with (8) Shared Dispositive Power 4,725,281 9) Aggregate Amount Beneficially Owned by Each Reporting Person 4,725,281 10) Check Box if the Aggregate Amount in Row (9) Excludes certain Shares N/A 11) Percent of Class Represented by Amount in Row 9 27.4% 12) Type of Reporting Person PN
3 CUSIP No. 637071-10-1 1) Name of Reporting Person DPI Partners II Limited Partnership S.S. or I.R.S. Identification No. of Above Person 2) Check the appropriate box if a member of a Group (a)X (b)N/A 3) SEC Use Only 4) Citizenship or place of organization U.S.A. Number of Shares (5) Sole Voting Power 0 Beneficially Owned (6) Shared Voting Power 376,519 by Each Reporting (7) Sole Dispositive Power 0 Person with (8) Shared Dispositive Power 376,519 9) Aggregate Amount Beneficially Owned by Each Reporting Person 376,519 10) Check Box if the Aggregate Amount in Row (9) Excludes certain Shares N/A 11) Percent of Class Represented by Amount in Row 9 2.2% 12) Type of Reporting Person PN
4 CUSIP No. 637071-10-1 1) Name of Reporting Person Inverness/Phoenix L.L.C. S.S. or I.R.S. Identification No. of Above Person 2) Check the appropriate box if a member of a Group (a)X (b)N/A 3) SEC Use Only 4) Citizenship or place of organization U.S.A. Number of Shares (5) Sole Voting Power 0 Beneficially Owned (6) Shared Voting Power 5,101,800* by Each Reporting (7) Sole Dispositive Power 0 Person with (8) Shared Dispositive Power 5,101,800* 9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,101,800 10) Check Box if the Aggregate Amount in Row (9) Excludes certain Shares N/A 11) Percent of Class Represented by Amount in Row 9 29.6% 12) Type of Reporting Person CO
*Represents shares directly owned by DPI Oil Service Partners Limited Partnership and DPI Partners II Limited Partnership, of which Inverness/Phoenix L.L.C. is, in each case, the managing general partner. 5 CUSIP No. 637071-10-1 1) Name of Reporting Person W. McComb Dunwoody S.S. or I.R.S. Identification No. of Above Person 2) Check the appropriate box if a member of a Group (a)X (b)N/A 3) SEC Use Only 4) Citizenship or place of organization U.S.A. Number of Shares (5) Sole Voting Power 0 Beneficially Owned (6) Shared Voting Power 5,101,800* by Each Reporting (7) Sole Dispositive Power 0 Person with (8) Shared Dispositive Power 5,101,800* 9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,101,800 10) Check Box if the Aggregate Amount in Row (9) Excludes certain Shares N/A 11) Percent of Class Represented by Amount in Row 9 29.6% 12) Type of Reporting Person IN
*Represents shares directly owned by DPI Oil Service Partners Limited Partnership and DPI Partners II Limited Partnership, of which Inverness/Phoenix L.L.C. is, in each case, the managing general partner. Mr. Dunwoody serves on the investment committee of Inverness/Phoenix L.L.C. The investment committee has sole power to vote and dispose of investments of Inverness/Phoenix L.L.C. 6 CUSIP No. 637071-10-1 1) Name of Reporting Person James C. Comis III S.S. or I.R.S. Identification No. of Above Person 2) Check the appropriate box if a member of a Group (a)X (b)N/A 3) SEC Use Only 4) Citizenship or place of organization U.S.A. Number of Shares (5) Sole Voting Power 0 Beneficially Owned (6) Shared Voting Power 5,101,800* by Each Reporting (7) Sole Dispositive Power 0 Person with (8) Shared Dispositive Power 5,101,800* 9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,101,800 10) Check Box if the Aggregate Amount in Row (9) Excludes certain Shares N/A 11) Percent of Class Represented by Amount in Row 9 29.6% 12) Type of Reporting Person IN
*Represents shares directly owned by DPI Oil Service Partners Limited Partnership and DPI Partners II Limited Partnership, of which Inverness/Phoenix L.L.C. is, in each case, the managing general partner. Mr. Comis serves on the investment committee of Inverness/Phoenix L.L.C. The investment committee has sole power to vote and dispose of investments of Inverness/Phoenix L.L.C. 7 SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(c) Item 1(a). Name of Issuer: National-Oilwell, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 5555 San Felipe Houston, Texas 77056 Item 2(a). Name of Persons Filing: DPI Oil Service Partners Limited Partnership DPI Partners II Limited Partnership Inverness/Phoenix L.L.C. W. McComb Dunwoody James C. Comis III Item 2(b). Address of Principal Business Office or, if None, Residence: 660 Steamboat Road Greenwich, CT 06830 Item 2(c). Citizenship: U.S.A. Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e). CUSIP Number: 637071-10-1 Item 3. This statement is filed pursuant to Rule 13d-1(c). Item 4. Ownership (a) Amount Beneficially Owned: 5,101,800 (b) Percent of Class: 29.6% (c) Number of shares as to which such persons have: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 5,101,800 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 5,101,800 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. 8 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. See attached Exhibit A Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable (statement is filed pursuant to Rule 13d-1(c)). 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the following certify that the information set forth in this statement is true, complete and correct. Dated: February 11, 1997 \s\ W. McComb Dunwoody -------------------------------------------- DPI Oil Service Partners Limited Partnership By Inverness/Phoenix L.L.C. its managing general partner By its President \s\ W. McComb Dunwoody -------------------------------------------- DPI Partners II Limited Partnership By Inverness/Phoenix L.L.C. its managing general partner By its President \s\ W. McComb Dunwoody -------------------------------------------- Inverness/Phoenix L.L.C. By its President \s\ W. McComb Dunwoody -------------------------------------------- W. McComb Dunwoody \s\ James C. Comis III -------------------------------------------- James C. Comis III 10 EXHIBIT A IDENTIFICATION OF MEMBERS OF GROUP Pursuant to Item 8 of Schedule 13G, this exhibit identifies the persons who have filed this Schedule 13G as members of a group: Name: DPI Oil Service Partners Limited Partnership Address: 660 Steamboat Road Greenwich, CT 06830 Name: DPI Partners II Limited Partnership Address: 660 Steamboat Road Greenwich, CT 06830 Name: Inverness/Phoenix L.L.C. Address: 660 Steamboat Road Greenwich, CT 06830 Name: W. McComb Dunwoody Address: 660 Steamboat Road Greenwich, CT 06830 Name: James C. Comis Address: 660 Steamboat Road Greenwich, CT 06830 -----END PRIVACY-ENHANCED MESSAGE-----