1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 14, 1997
------------
NATIONAL-OILWELL, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-11051 76-0475815
--------------- ---------------- -------------------
(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
5555 SAN FELIPE
HOUSTON, TEXAS 77056
----------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713)960-5100
--------------
(NOT APPLICABLE)
-------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
2
ITEM 5. OTHER EVENTS.
National-Oilwell, Inc., a Delaware corporation (the "Company"), and
Dreco Energy Services Ltd., an Alberta corporation ("Dreco"), have entered into
a Combination Agreement dated as of May 14, 1997 (the "Combination Agreement"),
which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
The Company and Dreco have issued a joint press release announcing the
Combination Agreement, which is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Concurrently with the execution and delivery of the Combination
Agreement, DPI Oil Service Partners Limited Partnership and DPI Partners II;
First Reserve Fund V, Limited Partnership, First Reserve Fund V-2, Limited
Partnership and First Reserve Fund VI, Limited Partnership; Frederick W.
Pheasey; and Robert L. Phillips entered into Stockholder Agreements, which are
filed herewith as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, and are
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed with this report:
Exhibit Number Description
-------------- -----------
2.1 Combination Agreement dated as of May 14, 1997 between the Company and Dreco.
99.1 Joint press release of the Company and Dreco issued May 14, 1997.
99.2 Stockholder Agreement dated May 14, 1997 of DPI Oil Service Partners Limited Partnership and
DPI Partners II.
99.3 Stockholder Agreement dated May 14, 1997 of First Reserve Fund V, Limited Partnership,
First Reserve Fund V-2, Limited Partnership and First Reserve Fund VI, Limited Partnership.
99.4 Stockholder Agreement dated May 14, 1997 of Frederick W. Pheasey.
99.5 Stockholder Agreement dated May 14, 1997 of Robert L. Phillips.
- 2 -
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
NATIONAL-OILWELL, INC.
By: /s/ STEVEN W. KRABLIN
-----------------------------
Steven W. Krablin
Vice President and
Chief Financial Officer
Dated: May 23, 1997
- 3 -
4
EXHIBIT INDEX
Exhibit
2.1 Combination Agreement dated as of May 14, 1997 between the Company and Dreco.
99.1 Joint press release of the Company and Dreco issued May 14, 1997.
99.2 Stockholder Agreement dated May 14, 1997 of DPI Oil Service Partners Limited Partnership and DPI Partners II.
99.3 Stockholder Agreement dated May 14, 1997 of First Reserve Fund V, Limited Partnership, First Reserve Fund
V-2, Limited Partnership and First Reserve Fund VI, Limited Partnership.
99.4 Stockholder Agreement dated May 14, 1997 of Frederick W. Pheasey.
99.5 Stockholder Agreement dated May 14, 1997 of Robert L. Phillips.