Filed Pursuant to Rule 424(b)(3)
Registration No. 333-102665
PROSPECTUS
NATIONAL-OILWELL, INC.
3,200,000 shares
Common Stock
The selling stockholder identified in this prospectus is offering to
sell, from time to time, up to 3,200,000 shares of common stock, par value $.01
per share, of National-Oilwell, Inc. at prices and on terms to be determined
from time to time. We will not receive any proceeds from the sale of the shares
of common stock offered by this prospectus by the selling stockholder. You
should refer to the "Selling Stockholder" section of this prospectus for
identification of the selling stockholder.
Our common stock trades on the New York Stock Exchange under the symbol
"NOI." On January 22, 2003, the last reported sale price of our common stock on
the New York Stock Exchange, Inc. was $20.31.
The selling stockholder may offer its shares from time to time through
public or private transactions, on or off the New York Stock Exchange, Inc., at
prevailing market prices or at privately negotiated prices. The selling
stockholder may make sales directly to purchasers or through brokers, agents,
dealers or underwriters. The selling stockholder will bear all commissions and
other compensation paid to brokers in connection with the sale of the shares.
Our address is 10000 Richmond Avenue, Houston, Texas 77042, and our
telephone number at that address is (713) 346-7500.
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YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE
HEADING "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is January 28, 2003.
YOU SHOULD RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. THIS PROSPECTUS MAY ONLY BE USED WHERE IT IS LEGAL TO
SELL THE SHARES. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN OR INCORPORATED
BY REFERENCE IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE
ON THE FRONT COVER OF THOSE DOCUMENTS. OUR BUSINESS, FINANCIAL CONDITION,
RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION..............................................................................i
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS ..............................................................ii
SUMMARY ........................................................................................................1
RISK FACTORS ...................................................................................................2
USE OF PROCEEDS ................................................................................................4
SELLING STOCKHOLDER ............................................................................................4
PLAN OF DISTRIBUTION ...........................................................................................5
LEGAL MATTERS ..................................................................................................7
EXPERTS ........................................................................................................7
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (File No.:
1-12317). You may read and copy any document we file with the SEC at the SEC's
public reference room located at:
SEC's Public Reference Room
450 Fifth Street, N.W.
Washington, D.C. 20549
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room and its copy charges. Our SEC filings are also available
to the public on the SEC's web site at http://www.sec.gov and at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005,
the stock exchange on which our common stock is traded.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information, as well as the
information included in any prospectus supplement. We incorporate by reference
any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, after the date of this
prospectus and until all the shares have been sold. We also specifically
incorporate by reference the following documents that we have already filed with
the SEC:
o Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2001;
o Our Quarterly Report on Form 10-Q for the quarter ended March
31, 2002;
o Our Quarterly Report on Form 10-Q for the quarter ended June
30, 2002;
o Our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002;
o Our Current Report on Form 8-K filed on August 13, 2002;
o Our Current Report on Form 8-K filed on October 16, 2002;
o Our Current Report on Form 8-K filed on November 14, 2002; and
o Our Registration Statement on Form 8-A filed on October 15,
1996; as updated by our Current Report on Form 8-K filed on
November 17, 1997.
We encourage you to read our periodic and current reports. We think
these reports provide additional information about our company which investors
find important. You may obtain copies of our documents filed with the SEC on our
website, www.natoil.com. You may also request a printed copy of
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these filings as well as any future filings incorporated by reference (and any
exhibit incorporated by reference in those documents), at no cost, by contacting
us at the following address and telephone number:
National-Oilwell, Inc.
10000 Richmond Avenue
Houston, Texas 77042-4200
Attention: Investor Relations
713-346-7500
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements made or incorporated by reference in this
prospectus contain forward-looking statements. Statements that are not
historical facts, including statements about our beliefs and expectations, are
forward-looking statements. Forward-looking statements typically are identified
by use of terms such as "may," "will," "expect," "anticipate," "estimate" and
similar words, although some forward-looking statements are expressed
differently. You should be aware that our actual results could differ materially
from those contained in the forward-looking statements due to a number of
factors, including but not limited to changes in oil and gas prices, customer
demand for our products and worldwide economic activity. You should also
consider carefully the statements under "Risk Factors" which address additional
factors that could cause our actual results to differ from those set forth in
the forward-looking statements. We may note additional factors in this
prospectus, and in documents incorporated by reference into this prospectus and
an accompanying prospectus supplement. Given these uncertainties, current or
prospective investors are cautioned not to place undue reliance on any such
forward-looking statements. We undertake no obligation to update any such
factors or forward-looking statements to reflect future events or developments.
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SUMMARY
NATIONAL-OILWELL, INC.
National-Oilwell, Inc. a Delaware corporation, is a worldwide leader in
the design, manufacture and sale of comprehensive systems and components used in
oil and gas drilling and production, as well as in providing supply chain
integration services to the upstream oil and gas industry.
National Oilwell manufactures and assembles drilling machinery,
including drawworks, mud pumps and top drives, which are the major mechanical
components of drilling rigs, as well as masts, derricks, cranes and
substructures. Many of these components are designed specifically for more
demanding applications, which include offshore, extended reach and deep land
drilling. We also provide electrical power systems, computer control systems and
automation systems for drilling rigs. Our systems are used in many of the
industry's most technologically demanding applications. In addition, we provide
engineering and fabrication services to integrate our drilling products and
deliver complete land drilling and workover rigs as well as drilling modules for
mobile offshore drilling rigs or offshore drilling platforms.
Our Products and Technology segment also designs and manufactures
drilling motors and specialized downhole tools for rent and sale. Drilling
motors are essential components of systems for horizontal, directional, extended
reach and performance drilling. Downhole tools include fishing tools, drilling
jars, shock tools and other specialized products.
Our Distribution Services segment offers comprehensive supply chain
integration services to the drilling and production segments. Our network of
service centers located in the United States and Canada and near other major
drilling and production activity worldwide use state of the art information
technology platforms to provide procurement, inventory management and logistics
services. These service centers stock and sell a variety of expendable items for
oilfield applications and spare parts for equipment manufactured by National
Oilwell.
RECENT DEVELOPMENTS
On October 11, 2002, we signed a Combination Agreement to acquire
Hydralift ASA for Norwegian Kroner 55 per share, which is approximately U.S.
$7.33, per share. Hydralift's shares are currently trading on the Oslo Bors
Exchange and information regarding Hydralift can be found in its publicly
available reports. The acquisition is structured as a cash tender offer for all
of the issued and outstanding shares of Hydralift. On December 18, 2002, we
accepted the tender of over ninety percent (90%) of the outstanding shares of
Hydralift, and as of December 31, 2002, we owned over 98% of the shares of
Hydralift. We are currently working with the Oslo Bors Exchange to complete a
mandatory offer for the remaining shares of Hydralift. Although no assurance can
be given, we expect to complete this acquisition by the end of the first quarter
of 2003 at a total cost, including assumed debt, of approximately $300 million.
On January 16, 2003, we purchased all of the issued and outstanding
shares of Monoflo, Inc., a Delaware corporation, Mono Group, a private unlimited
company organized under the laws of Scotland and Mono Pumps Limited, a private
unlimited company organized under the laws of Wales and England. We issued 3.2
million shares of our common stock and paid $22.65 million in cash for the
shares of Monoflo, Mono Pumps Limited and Mono Group, for a total consideration
of approximately $87 million based on the January 15, 2003 closing price of
shares of our common stock.
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RISK FACTORS
You should carefully consider the risks described below, in addition to
other information contained or incorporated by reference in this prospectus.
Realization of any of the following risks could have a material adverse effect
on our business, financial condition, cash flows and results of operations.
NATIONAL OILWELL DEPENDS ON THE OIL AND GAS INDUSTRY
National Oilwell is dependent upon the oil and gas industry and its
willingness to explore for and produce oil and gas. The industry's willingness
to explore and produce depends upon the prevailing view of future product
prices. Many factors affect the supply and demand for oil and gas and therefore
influence product prices, including:
o level of production from known reserves;
o cost of producing oil and gas;
o level of drilling activity;
o worldwide economic activity;
o national government political requirements;
o development of alternate energy sources; and
o environmental regulations.
If there is a significant reduction in demand for drilling services, in
cash flows of drilling contractors or production companies or in drilling or
well servicing rig utilization rates, then demand for our products will decline.
OIL AND GAS PRICES ARE VOLATILE
Oil and gas prices have been volatile since 1990, ranging from $10 -
$40 per barrel. Oil prices were low in 1998, generally ranging from $11 to $16
per barrel. In 1999, oil prices increased and were generally in the $25-$30 per
barrel range during 2000. Prices once again declined in the second half of 2001,
generally ranging between $18 and $22 per barrel. Since the second quarter of
2002, prices have generally ranged from $25-$30 per barrel. Spot gas prices have
also been volatile since 1990, ranging from less than $1.00 per mmbtu to above
$10.00. Gas prices were moderate in 1998 and 1999, generally ranging from $1.80
to $2.50 per mmbtu. Gas prices strengthened throughout 2000, generally ranging
from $4-$8 per mmbtu. In the second quarter of 2001, gas prices again came under
pressure, generally ranging between $2.20 to $3.00 per mmbtu through the first
quarter of 2002. Gas prices increased in the second quarter of 2002 and have
generally ranged between $3.00 to $5.00 per mmbtu since that time.
These price changes have caused many shifts in the strategies and
expenditure levels of oil and gas companies and drilling contractors,
particularly with respect to decisions to purchase major capital equipment of
the type we manufacture. In the second half of 1998, lower oil prices slowed
production and new drilling, particularly in areas with high per barrel cost of
production. This slowdown quickly affected our Distribution Services segment and
subsequently negatively impacted our Products and Technology segment. While our
activity increased in 2001 in response to the improved commodity price
environment, demand again declined in the fourth quarter of 2001. Industry
activity and our revenues
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have not responded to the higher commodity prices that have existed since the
second quarter of 2002. We cannot predict future oil and gas prices or the
effect prices will have on exploration and production levels.
NATIONAL OILWELL'S INDUSTRY IS HIGHLY COMPETITIVE
The oilfield products and services industry is highly competitive. The
following competitive actions can each affect our revenues and earnings:
o price changes;
o new product and technology introductions; and
o improvements in availability and delivery.
We compete with many companies and there are low barriers to entry in
many of our business segments. Some of the companies with whom we now or may in
the future compete may possess greater financial resources or offer certain
products that we do not have.
NATIONAL OILWELL FACES POTENTIAL PRODUCT LIABILITY AND WARRANTY CLAIMS
Customers use some of our products in potentially hazardous drilling,
completion and production applications that can cause:
o injury or loss of life;
o damage to property, equipment or the environment; and
o suspension of operations.
We maintain amounts and types of insurance coverage that we believe are
consistent with normal industry practice. We cannot guarantee that insurance
will be adequate to cover all liabilities we may incur. We also may not be able
to maintain insurance in the future at levels we believe are necessary and at
rates we consider reasonable.
National Oilwell may be named as a defendant in product liability or
other lawsuits asserting potentially large claims if an accident occurs at a
location where our equipment and services have been used. We are currently party
to various legal and administrative proceedings. We cannot predict the outcome
of these proceedings, nor can we guarantee any negative outcomes will not be
significant to us.
INSTABILITY OF FOREIGN MARKETS COULD HAVE A NEGATIVE IMPACT ON THE REVENUES OF
NATIONAL OILWELL
Some of our revenues depend upon customers in the Middle East, Africa,
Southeast Asia, South America and other international markets. These revenues
are subject to risks of instability of foreign economies and governments. Laws
and regulations limiting exports to particular countries can affect our sales,
and sometimes export laws and regulations of one jurisdiction contradict those
of another.
National Oilwell is exposed to the risks of changes in exchange rates
between the U.S. dollar and foreign currencies. We do not currently engage in or
plan to engage in any significant hedging or currency trading transactions
designed to compensate for adverse currency fluctuations.
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NATIONAL OILWELL MAY NOT BE ABLE TO SUCCESSFULLY MANAGE ITS GROWTH
National Oilwell has acquired 27 companies during the past five years,
including nine in 2001 and four through December 2002. We announced an agreement
to acquire the shares of Hydralift ASA in October 2002, which is expected to be
completed by the end of the first quarter of 2003 at a total cost, including
assumed debt, of approximately $300 million. In addition, we have acquired all
of the outstanding shares of Monoflo, Inc., a Delaware corporation, Mono Group,
a private unlimited company organized under the laws of Scotland, and Mono Pumps
Limited, a private unlimited company organized under the laws of Wales and
England. We cannot predict whether suitable acquisition candidates will be
available on reasonable terms or if we will have access to adequate funds to
complete any desired acquisition. Once acquired, we cannot guarantee that we
will successfully integrate the operations of the acquired companies. Combining
organizations could interrupt the activities of some or all of our businesses
and have a negative impact on operations.
NATIONAL OILWELL HAS DEBT
In 1998, National Oilwell issued $150 million of 6 7/8% unsecured
senior notes due July 1, 2005. In 2001, we issued an additional $150 million of
6 1/2% unsecured senior notes due March 15, 2011. As of September 30, 2002, we
had a total of $300 million of debt and a total of $921 million of stockholders'
equity. On November 22, 2002, we issued an additional $200 million of 5.65%
unsecured senior notes due November 15, 2012. In addition, although no assurance
can be given that the acquisition will be completed, National-Oilwell expects
that it will assume approximately $90 million in debt upon the closing of the
Hydralift acquisition. Our leverage requires us to use some of our cash flow
from operations for payment of interest on our debt. Our leverage may also make
it more difficult to obtain additional financing in the future. Further, our
leverage could make us more vulnerable to economic downturns and competitive
pressures.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the
selling stockholder.
SELLING STOCKHOLDER
On January 16, 2003, we purchased all of the issued and outstanding
shares of Monoflo, Inc., a Delaware corporation, Mono Group, a private unlimited
company organized under the laws of Scotland, and Mono Pumps Limited, a private
unlimited company organized under the laws of Wales and England. As part of the
consideration for the purchase of the stock of these entities, we issued
3,200,000 shares of common stock to Halliburton Energy Services, Inc. We are
obligated to register the shares of common stock issued to Halliburton Energy
Services, Inc. pursuant to the terms of a Registration Rights Agreement dated as
of January 15, 2003.
The selling stockholder has not held any position or office, and has
not had any other material relationship with us or any of our affiliates within
the last three years.
The following table sets forth information regarding the beneficial
ownership of the shares of common stock by the selling stockholder as of January
21, 2003, including the number of shares of our common stock that the selling
stockholder owned prior to the offering and the number of shares of our common
stock that may be offered for resale for the account of the selling stockholder,
or its assigns, pursuant to this prospectus. Beneficial ownership is determined
in accordance with the rules and regulations of the Securities and Exchange
Commission and generally includes voting or investment power with respect to
securities.
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The shares set forth below may be offered from time to time by the
selling stockholder. However, the selling stockholder is under no obligation to
sell all or any portion of such shares, nor is the selling stockholder obligated
to sell any such shares immediately pursuant to this prospectus.
The table below sets forth information with respect to the shares of
our common stock beneficially owned by the selling stockholder.
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED REGISTERED FOR NUMBER OF SHARES
NAME OF SELLING STOCKHOLDER PRIOR TO OFFERING (1) SALE HEREBY AFTER OFFERING
Halliburton Energy Services, Inc. 3,200,000 3,200,000 (1)(2)
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(1) The shares owned by the selling stockholder represent less than 5%
of the outstanding shares of common stock.
(2) Because the selling stockholder may offer all, some or none of the
shares pursuant to this prospectus, we do not know the exact number of shares
that will be held by the selling stockholder after completion of the sale of
shares hereunder. See "Plan of Distribution".
PLAN OF DISTRIBUTION
We are registering the shares of common stock on behalf of the selling
stockholder. We will bear all costs, expenses and fees in connection with the
registration of the shares of common stock. The selling stockholder will bear
its own brokerage commissions and similar selling expenses, if any, attributable
to the sale of the shares of common stock. All or part of the shares of common
stock may be offered by the selling stockholder from time to time in
transactions on the New York Stock Exchange, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The methods by which the
shares of common stock may be sold or distributed may include, but not be
limited to, the following:
o purchases by a broker or dealer as principal and resale by
such broker or dealer for its account;
o an exchange distribution in accordance with the rules of such
exchange;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o privately negotiated transactions;
o a cross or block trade in which the broker or dealer so
engaged will attempt to sell the shares of common stock as
agent, but may position and resell a portion of the block as
principal to facilitate the transaction;
o short sales, short sales against the box, puts and calls and
other transactions in our securities or derivatives thereof,
in connection with which the selling stockholder may sell and
deliver the shares of common stock;
o short sales or borrowings, returns and reborrowings of the
common stock pursuant to stock loan agreements to settle short
sales;
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o delivery in connection with the issuance of securities by
issuers, other than us, that are exchangeable for (whether
optional or mandatory), or payable in, such common stock
(whether such securities are listed on a national securities
exchange or otherwise) or pursuant to which such common stock
may be distributed; and
o a combination of such methods of sale or distribution.
The selling stockholder may also sell such shares of common stock in
accordance with Rule 144 under the Securities Act of 1933, as amended.
In effecting sales, brokers or dealers engaged by the selling
stockholder may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the selling stockholder or
from the purchasers in amounts to be negotiated immediately prior to the sale.
If underwriters are used in the sale, the shares of common stock will
be acquired by the underwriters for their own account. The underwriters may
resell the common stock in one or more transactions, including negotiated
transactions at a fixed public offering price or at varying prices determined at
the time of sale. Any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time. If we
are notified that underwriters are involved, the names of the underwriters, if
any, with respect to any such offering and the terms of the transactions,
including any underwriting discounts, concessions or commissions and other items
constituting compensation of the underwriters and broker-dealers, if any, will
be set forth in a supplement to this prospectus relating to that offering. The
obligations of the underwriters to purchase the common stock will be subject to
specified conditions, and the underwriters will be obligated to purchase all of
the common stock specified in such supplement if any are purchased.
This prospectus may also be used by donees of the selling stockholder
or other persons acquiring shares of common stock, including brokers who borrow
the common stock to settle short sales of common stock, and who wish to offer
and sell such common stock under circumstances requiring or making desirable its
use. From time to time a selling stockholder may pledge its common stock
pursuant to the margin provisions of its customer agreements with respective
brokers or otherwise. Upon a default by a selling stockholder, the broker or
pledgee may offer and sell the pledged common stock from time to time.
The selling stockholder and any broker-dealers who act in connection
with the sale of common stock hereunder may be deemed to be "underwriters" as
that term is defined in the Securities Act, and any commissions received by them
and any profit on the resale of the common stock as principal might be deemed to
be underwriting discounts and commissions under the Securities Act. We have
advised the selling stockholder that because it may be deemed to be an
underwriter, the anti-manipulative provisions of Regulation M promulgated under
the Exchange Act may apply to its sales.
We have agreed to indemnify the selling stockholder against certain
liabilities, including liabilities arising under the Securities Act of 1933. The
selling stockholder may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving shares of the common stock against
certain liabilities, including liabilities arising under the Securities Act of
1933.
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LEGAL MATTERS
The validity of the securities will be passed upon by Bracewell &
Patterson, L.L.P., Houston, Texas.
EXPERTS
Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements appearing in National-Oilwell, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2001, as set forth in their report, which
is incorporated by reference in this Registration Statement, which as to the
year 1999, is based in part on the report of KPMG LLP, independent auditors.
National-Oilwell, Inc.'s financial statements are incorporated by reference in
reliance upon such reports given on their authority of such firms as experts in
accounting and auditing.
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