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): September 25, 1997
NATIONAL-OILWELL, INC.
---------------------------------------------
(Exact Name of Registrant Specified in Charter)
Delaware 1-12317 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
-----------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
2
Item 5. OTHER EVENTS.
The following description of capital stock updates the description of
common stock, par value $.01 per share (the "Common Stock"), of
National-Oilwell, Inc. ("National Oilwell") contained in its Registration
Statement on Form 8-A filed on October 15, 1996 to register such securities
under the Securities Exchange Act of 1934. Such description reflects
National-Oilwell's Amended and Restated Certificate of Incorporation (the
"Amended and Restated Certificate") filed upon the consummation of the
combination with Dreco Energy Services Ltd.("Dreco") on September 25, 1997. The
following description is qualified in its entirety by reference to the full text
of the Amended and Restated Certificate, which is filed as Exhibit 4.1 hereto
and is incorporated herein by reference.
As so amended, the Amended and Restated Certificate increases the
authorized shares of Common Stock from 40,000,000 to 75,000,000 and authorizes
one share of Special Voting Stock (the "Voting Share"). The single Voting Share
is held by Montreal Trust Company of Canada, as trustee under the Voting and
Exchange Trust Agreement, dated as of September 25, 1997, between
National-Oilwell and Dreco. Except as otherwise required by law, the Voting
Share possesses a number of votes equal to the number of outstanding
Exchangeable Shares of Dreco (the "Exchangeable Shares") from time to time not
owned by National-Oilwell or any entity controlled by National-Oilwell for the
election of directors and upon all matters submitted to a vote of stockholders
of National-Oilwell. The holders of Common Stock and the holder of the Voting
Share will vote together as a single class on all matters. Upon most
National-Oilwell liquidation events, all outstanding Exchangeable Shares will
automatically be exchanged for shares of National-Oilwell Common Stock, and the
holder of the Voting Share will not be entitled to receive any assets of
National-Oilwell available for distribution to its stockholders. The holder of
the Voting Share will not be entitled to receive dividends. At such time as the
Voting Share has no votes attached to it because there are no Exchangeable
Shares outstanding not owned by National-Oilwell or an entity controlled by
National-Oilwell, the Voting Share will be cancelled.
The description of the Exchangeable Shares is incorporated herein by
reference to Annex E ("Plan of Arrangement and Exchangeable Share Provisions")
to National-Oilwell's Registration Statement on Form S-4 (No. 333-32191),
in the form such registration statement became effective, and is filed as
exhibit 99.1 hereto.
In addition to the above, on October 10, 1997, National-Oilwell
declared a two-for-one stock split in the form of a stock dividend payable on
November 18, 1997 to holders of Common Stock of record as of November 10, 1997.
Simultaneously, in order to effect an equivalent share dividend, Dreco approved
a stock dividend of one Exchangeable Share for each outstanding Exchangeable
Share payable on November 18, 1997 to holders of record of Dreco Exchangeable
Shares on November 10, 1997.
- 2 -
3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
4.1 Amended and Restated Certificate of Incorporation.
4.2 Plan of Arrangement and Exchangeable Share Provisions
- 3 -
4
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: November 17, 1997
- 4 -
5
EXHIBIT INDEX
Exhibit
Number Description
4.1 Amended and Restated Certificate of Incorporation
4.2 Plan of Arrangement and Exchangeable Share Provisions