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UNITED STATES
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
August 12, 2004 (August 11, 2004)
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Date of report (Date of earliest event reported)
NATIONAL-OILWELL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-12317 76-0475815
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
10000 Richmond Avenue
Houston, Texas 77042-4200
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(Address of Principal Executive Offices and zip code)
(713) 346-7500
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(Registrant's Telephone Number,
Including Area Code)
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ITEM 5. OTHER EVENTS
On August 12, 2004, National-Oilwell, Inc., a Delaware corporation
("National-Oilwell") and Varco International, Inc., a Delaware corporation
("Varco"), announced a merger of equals transaction pursuant to the terms of an
Agreement and Plan of Merger dated as of August 11, 2004 (the "Merger
Agreement"). Pursuant to the Merger Agreement, Varco will merge with and into
National-Oilwell (the "Merger"). In connection with the Merger, each outstanding
share of Varco common stock will be converted into the right to receive 0.8363
of a share of National-Oilwell common stock. National-Oilwell will assume all
options outstanding under Varco's stock option plans and each outstanding option
to purchase Varco common stock will be converted into an option to purchase
National-Oilwell common stock, subject to certain adjustments to the exercise
price and the number of shares issuable upon exercise of those options to
reflect the exchange ratio. The completion of the Merger is subject to several
conditions, including the approval of the Merger Agreement and the Merger by the
stockholders of Varco and National-Oilwell and the expiration or termination of
the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.
The Merger is intended to qualify as tax-free reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended.
In connection with the Merger Agreement, Varco entered into an
amendment (the "Rights Agreement Amendment") to its Rights Agreement dated as of
November 29, 2000 (the "Rights Agreement"). A copy of the Rights Agreement is
filed as Exhibit 4.1 to Varco's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 30, 2000. The Rights Agreement
Amendment, among other things, clarifies that, prior to the effectiveness of the
Merger Agreement, National-Oilwell and its affiliates will not be deemed to
beneficially own shares of Varco common stock in connection with the execution
of the Merger Agreement or consummation of the transaction contemplated thereby.
Under the Rights Agreement generally, the rights will become exercisable if a
person acquires more than a certain percentage of beneficial ownership of
Varco's then outstanding common stock.
The foregoing description of the Merger and the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement and the joint
press release attached as Exhibits 2.1 and 99.1, respectively, and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of August 11,
2004, by and between Varco International, Inc., a
Delaware corporation, and National-Oilwell, Inc., a
Delaware corporation.
99.1 Joint Press Release dated August 12, 2004.
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.
Date: August 12, 2004
NATIONAL-OILWELL, INC.
By: /s/ M. GAY MATHER
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Name: M. Gay Mather
Title: Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of August 11, 2004, by and
between Varco International, Inc., a Delaware corporation, and
National-Oilwell, Inc., a Delaware corporation.
99.1 Joint Press Release dated August 12, 2004.