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): JUNE 2, 1998
------------
NATIONAL-OILWELL, INC.
----------------------
(Exact Name of Registrant as Specified in its 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 (Zip Code)
Executive Offices)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE): (713) 960-5100
----------------------
- - --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 2, 1998, National-Oilwell (the "Company") completed the acquisition
of all of the outstanding capital stock of Phoenix Energy Products
Holdings, Inc. ("Phoenix") for a purchase price of approximately $115
million. In addition, the Company assumed $10 in subordinated notes and
replaced approximately $31 million in Phoenix bank debt. Phoenix
manufactures and sells several lines of products that are complementary to
those of National-Oilwell, including fluid end expendable products, solids
control equipment and pipe handling tools. The Company paid for the stock
and funded the replacement of the bank debt by issuing a short-term
promissory note to the seller in the amount of approximately $102 million
and by borrowing under its existing bank credit facility (the "Senior
Credit Facility"). The Company plans to sell $150 million in senior
unsecured notes and use the net proceeds, estimated to be approximately
$148.5 million, to repay the short-term promissory note, to repay the
subordinated notes of Phoenix and to repay outstanding indebtedness under
the Company's Senior Credit Facility. The notes planned to be sold by the
Company will not be registered under the Securities Act of 1933, as amended
(the "Act") and will be offered and sold in reliance on exemptions under
the Act.
The seller of Phoenix and holder of the short-term promissory note, Phoenix
Energy Services, L.L.C., is an affiliate of First Reserve Corporation,
which is the beneficial owner of approximately 16.2% of the outstanding
common stock of the Company. Two of National-Oilwell's directors are
affiliated with First Reserve Corporation.
Financial statements of Phoenix are not currently available but will be
filed, along with pro forma financial information that would be required
pursuant to Article 11 of Regulation S-X, as soon as practicable, but no
later than August 14, 1998.
The Stock Purchase Agreement for the purchase of Phoenix, a copy of which
is filed as Exhibit 2.1 hereto, and the First Amendment to the Stock
Purchase Agreement, a copy of which is filed as Exhibit 2.2 hereto, are
incorporated herein by reference. The Company issued a press release
regarding the closing of the acquisition, which release is filed as Exhibit
99.1 hereto, and is incorporated herein by reference.
3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
To be filed as soon as practicable, but no later than August
14, 1998.
(b) Pro Forma Financial Information (unaudited).
To be filed as soon as practicable, but no later than August
14, 1998.
(c) Exhibits.
2.1 Stock Purchase Agreement for the Purchase and Sale
of Phoenix Energy Products Holdings, Inc. by and
between National-Oilwell, Inc. and Phoenix Energy
Services, L.L.C., dated May 13, 1998.
2.2 First Amendment to Stock Purchase Agreement effective
as of May 29, 1998.
99.1 Press release of the Company issued June 2, 1998.
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 thereunto duly authorized.
By: /s/ Steven W. Krablin
--------------------------------------
Steven W. Krablin
Vice President and
Chief Financial Officer
Dated: June 17, 1998
5
EXHIBIT INDEX
Exhibits
2.1 Stock Purchase Agreement for the Purchase and Sale of
Phoenix Energy Products Holdings, Inc. by and between
National-Oilwell, Inc. and Phoenix Energy Services,
L.L.C., dated May 13, 1998.
2.2 First Amendment to Stock Purchase Agreement effective as
of May 29, 1998.
99.1 Press release of the Company issued June 2, 1998.