<PAGE>   1
  
                                                 FILED PURSUANT TO RULE 424(b)1
                                                     REGISTRATION NO. 333-53717
 
PROSPECTUS
 
                       OFFER TO EXCHANGE ALL OUTSTANDING
                          6 7/8% SENIOR NOTES DUE 2005
                  ($150,000,000 PRINCIPAL AMOUNT OUTSTANDING)
                   FOR 6 7/8% SENIOR NOTES DUE 2005, SERIES B
                                       OF
 
                             NATIONAL-OILWELL, INC.
 
    The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New York
City time on January 29, 1999 (as such date may be extended, the "Expiration
Date").
 
    National-Oilwell Inc. ("National-Oilwell" or the "Company") hereby offers
(the "Exchange Offer"), upon the terms and subject to the conditions set forth
in this Prospectus and the accompanying letter of transmittal (the "Letter of
Transmittal"), to exchange $1,000 principal amount of its 6 7/8% Senior Notes
due July 1, 2005, Series B (the "Exchange Notes"), for each $1,000 principal
amount of its outstanding 6 7/8% Senior Notes due July 1, 2005 (the "Old Notes"
and together with the Exchange Notes, the "Notes") of which an aggregate
principal amount of $150,000,000 is outstanding. See "The Exchange Offer."
 
    The Company will accept for exchange pursuant to the Exchange Offer any and
all Old Notes that are validly tendered prior to 5:00 p.m., New York City time,
on the Expiration Date. Tenders of Old Notes may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date. The Exchange Offer is
not conditioned upon any amount of the Old Notes being tendered for exchange.
However, the Exchange Offer is subject to certain customary conditions, which
may be waived by the Company, and to the terms and provisions of the
Registration Rights Agreement (as defined below). See "The Exchange Offer."
 
    The Old Notes were issued in a transaction (the "Offering") pursuant to
which the Company issued an aggregate of $150,000,000 principal amount of the
Old Notes. The Old Notes were sold by the Company to Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities Inc. and
Morgan Stanley & Co. Incorporated (the "Initial Purchasers") on June 26, 1998
(the "Closing Date") pursuant to a Purchase Agreement, dated June 23, 1998 (the
"Purchase Agreement") among the Company and the Initial Purchasers. The Initial
Purchasers subsequently resold the Old Notes in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). The Company and the
Initial Purchasers also entered into the Registration Rights Agreement dated as
of June 26, 1998 (the "Registration Rights Agreement"), pursuant to which the
Company granted certain registration rights for the benefit of the holders of
the Old Notes. The Exchange Offer is intended to satisfy certain of the
Company's obligations under the Registration Rights Agreement with respect to
the Old Notes. See "The Exchange Offer -- Purpose and Effect."
 
    The Notes are senior, unsecured obligations of the Company and rank pari
passu in right of payment with all other existing and future unsecured and
unsubordinated indebtedness of the Company. At September 30, 1998, such other
unsecured and unsubordinated indebtedness consisted of borrowings in an
aggregate principal amount of $74.7 million under the Company's senior credit
facility maintained with a group of lenders. In addition, on December 15, 1998,
the Company issued two short-term promissory notes in an aggregate amount of
$10.0 million in connection with a recent acquisition. See "Prospectus
Summary -- Recent Developments." Such promissory notes also rank pari passu with
the Notes. The Old Notes were, and the Exchange Notes will be, issued under the
Indenture, dated as of June 26, 1998 (the "Indenture"), between the Company and
The Bank of New York, as trustee (in such capacity, the "Trustee"). The Bank of
New York is acting as Exchange Agent in connection with the Exchange Offer (in
such capacity, the "Exchange Agent").
 
    The form and terms of the Exchange Notes will be identical in all material
respects to the form and terms of the Old Notes, except that (i) the Exchange
Notes have been registered under the Securities Act and, therefore, will not
bear legends restricting the transfer thereof, (ii) holders of Exchange Notes
will not be entitled to the additional interest payable in certain events under
the terms of the Registration Rights Agreement in respect of any Old Notes (the
"Additional Interest") and (iii) holders of Exchange Notes will not be, and upon
the consummation of the Exchange Offer, holders of Old Notes will no longer be,
entitled to certain other rights under the Registration Rights Agreement
intended for the holders of unregistered securities; provided, however, that the
Registration Rights Agreement provides that (i) if, because of any changes in
law, rules or regulations of the Securities and Exchange Commission (the
"Commission") or applicable interpretations thereof by the staff of the
Commission, the Company is not permitted to effect the Exchange Offer, (ii) if
for any other reason the Registration Statement of which this Prospectus is a
part was not declared effective by November 23, 1998 or the Exchange Offer is
not consummated by December 23, 1998, (iii) if a holder is advised by counsel
that it is not permitted by Federal securities laws or Commission policy to
participate in the Exchange Offer or does not receive Exchange Notes that are
fully tradeable pursuant to the Exchange Offer without restriction or limitation
as to holding period or volume or (iv) upon the request of the Initial
Purchasers acquiring a majority of the initial aggregate principal amount of the
Old Notes (but only with respect to any Old Notes which the Initial Purchasers
acquired directly from the Company), the Company is required to file a shelf
registration statement pursuant to Rule 415 under the Securities Act generally
for the benefit of such holder of Old Notes (the "Shelf Registration
Statement"), and such holders will be entitled to receive Additional Interest
following the occurrence of certain defined events of default in connection with
the filing of such Shelf Registration Statement. Notwithstanding the fact that
the Registration Statement of which this Prospectus is a part was not declared
effective by November 23, 1998 and the fact that the Exchange Offer is not
scheduled to be consummated until after December 23, 1998, the Company intends
to complete the Exchange Offer because the Company believes that it is more
favorable to the holders of the Old Notes for the Company to do so rather than
file the Shelf Registration Statement. The Company will, if necessary, seek a
formal amendment of the Registration Rights Agreement, which would require
approval by holders of a majority of the Old Notes outstanding. The Exchange
Offer shall be deemed consummated upon the occurrence of written or oral notice
by the Company to the Exchange Agent that it has accepted validly tendered Old
Notes for exchange and the delivery by the Company to the Trustee of Exchange
Notes in the same aggregate principal amount as the aggregate principal amount
of Old Notes that were validly tendered by holders thereof pursuant to the
Exchange Offer. See "The Exchange Offer -- Termination of Certain Rights" and
"-- Procedures for Tendering Old Notes" and "Description of Exchange Notes."
                                                        (continued on next page)
                             ---------------------
 
 SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF CERTAIN RISKS THAT
                                 HOLDERS SHOULD
                   CONSIDER IN EVALUATING THE EXCHANGE OFFER.
                             ---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE
       COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND
              EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON
                     THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                             ---------------------
               The date of this Prospectus is December 23, 1998.

<PAGE>   2
 
     The Exchange Notes will bear interest at a rate equal to 6 7/8% per annum
from and including their date of issuance. Interest on the Exchange Notes is
payable semiannually on January 1 and July 1 of each year (each, an "Interest
Payment Date"). Holders whose Old Notes are accepted for exchange will have the
right to receive unpaid interest accrued thereon from the date of their original
issuance to, but not including, the date of issuance of the Exchange Notes, such
interest to be payable with the first interest payment on the Exchange Notes.
Interest on the Old Notes accepted for exchange will cease to accrue on the day
prior to the issuance of the Exchange Notes. The Exchange Notes will mature on
July 1, 2005. See "Description of Exchange Notes -- General."
 
     The Exchange Notes may be redeemed, in whole or in part, at the option of
the Company at any time prior to maturity upon payment of the principal amount
thereof, together with unpaid interest accrued to the redemption date and a
"Make-Whole Premium" as defined herein. See "Description of the Exchange
Notes -- Redemption."
 
     Based on interpretation of the Securities Act by the staff of the
Commission set forth in several no-action letters to third parties, and subject
to the immediately following sentence, the Company believes that the Exchange
Notes issued pursuant to the Exchange Offer may be offered for resale, resold
and otherwise transferred by holders thereof without further compliance with the
registration and prospectus delivery provisions of the Securities Act. However,
any purchaser of Notes who is an "affiliate" of the Company or who intends to
participate in the Exchange Offer for the purpose of distributing the Exchange
Notes, or any broker-dealer who purchased the Notes from the Company to resell
pursuant to Rule 144A or any other available exemption under the Securities Act,
(i) will not be able to rely on the interpretation by the staff of the
Commission set forth in the above referenced no-action letters, (ii) will not be
able to tender the Notes in the Exchange Offer and (iii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any sale or transfer of the Notes, unless such sale or transfer
is made pursuant to an exemption from such requirements. The Company does not
intend to seek its own no-action letter, and there is no assurance that the
staff of the Commission would make a similar determination with respect to the
Exchange Notes as it has in such no action letter to third parties.
 
     Each holder of the Notes who wishes to exchange the Notes for the Exchange
Notes in the Exchange Offer will be required to make certain representations,
including that (i) it is neither an affiliate of Company nor a broker-dealer
tendering Notes acquired directly from the Company for its own account, (ii) any
Exchange Notes to be received by it shall be acquired in the ordinary course of
its business and (iii) at the time of commencement of the Exchange Offer, it has
no arrangement or understanding with any person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes.
In addition, in connection with any resales of Exchange Notes, any Initial
Purchaser or other broker-dealer which makes a market in the Old Notes and
exchanges Old Notes in the Exchange Offer for Exchange Notes (a "Participating
Broker-Dealer") must deliver a prospectus meeting the requirements of the
Securities Act. The staff of the Commission has taken the position that
Participating Broker-Dealers may fulfill their prospectus delivery requirements
with respect to the Exchange Notes (other than a resale of an unsold allotment
from the original sale of the Old Notes) with this prospectus. Under the
Registration Rights Agreement, the Company is required to allow Participating
Broker-Dealers to use this prospectus in connection with the resale of Exchange
Notes received in exchange for Old Notes acquired by such Participating
Broker-Dealers for their own account as a result of market-making or other
trading activities.
 
     The Company will not receive any proceeds from the Exchange Offer, but,
pursuant to the Registration Rights Agreement, the Company will bear certain
registration expenses. No underwriter is being utilized in connection with the
Exchange Offer.
 
     The Old Notes were issued originally in global form (the "Global Old
Note"). The Global Old Note was deposited with, or on behalf of, The Depository
Trust Company ("DTC"), as the initial depository with respect to the Old Notes
(in such capacity, the "Depositary"). As of the date of this Prospectus, Cede &
Co., nominee for DTC, was the sole registered holder of the Old Notes.
Beneficial interests in the Global Old Note are shown on, and transfers thereof
are effected only through, records maintained by the Depositary and its
participants. The use of the Global Old Note to represent certain of the Old
Notes permits the Depositary's participants, and anyone holding a beneficial
interest in an Old Note registered in the name of such a participant, to
transfer interests in the Old Notes electronically in accordance with the
Depositary's established procedures without the need to transfer a physical
certificate. Except as provided below, the Exchange Notes will also be issued
initially as a note in global form (the "Global Exchange Note," and together
with the Global Old Note, the "Global Notes") and deposited with, or on behalf
of, the Depositary.

<PAGE>   3
 
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Disclosure Regarding Forward-Looking Statements.............    1
Available Information.......................................    2
Incorporation of Certain Documents by Reference.............    2
Prospectus Summary..........................................    3
Risk Factors................................................   11
The Exchange Offer..........................................   15
Capitalization..............................................   23
National-Oilwell, Inc. and Subsidiaries Selected
  Consolidated Financial Data...............................   24
Business....................................................   26
Management..................................................   31
Description of Credit Facility..............................   34
Description of Exchange Notes...............................   36
Certain United States Federal Income Tax Consequences to
  Holders of Exchange Notes.................................   44
Plan of Distribution........................................   46
Legal Matters...............................................   47
Experts.....................................................   48
</TABLE>

 
                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
 
     This Prospectus contains or has incorporated by reference, statements that
are not historical facts or statements of current condition and are
forward-looking statements. Such statement may be identified by, among other
things, the use of forward-looking terminology such as "believes," "expects,"
"forecasts," "estimates," "plans," "continues," "may," "will," "should,"
"anticipates," or "intends," or the negative thereof or other variations thereon
or comparable terminology, or by discussions of strategy or intentions. Such
statements address, among other things, statements under "Prospectus Summary"
and "Risk Factors" as well as in the Prospectus generally. Although
National-Oilwell believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from National-Oilwell's expectations are
disclosed under "Risk Factors" and in this Prospectus generally, as well as in
the documents incorporated by reference herein. Given these uncertainties,
current or prospective investors are cautioned not to place undue reliance on
any such forward-looking statements. The Company disclaims any obligation or
intent to update any such factors or forward-looking statement to reflect future
events or developments.
 
                                        1

<PAGE>   4
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the information requirement of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company with the Commission can be inspect at the Public Reference Section of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the regional offices of the Commission at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and Seven World Trade Center, New York, New York 10048. Copies
of such material may be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Company's Common Stock is listed on the New
York Stock Exchange and reports, proxy statements and other information
regarding the Company can be inspected at the offices of the New York Stock
Exchange, 22 Broad Street, New York, New York 10006. The Commission maintains a
web site that contains all information filed electronically. The address of the
Commission's web site is http://www.sec.gov.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents heretofore filed by the Company with the Commission
are incorporated by reference herein:
 
          (i) Annual Report on Form 10-K for the year ended December 31, 1997;
 
          (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
     1998, June 30, 1998 and September 30, 1998; and
 
          (iii) Current Report on Form 8-K filed on June 17, 1998, as amended by
     a Form 8-K/A filed on August 17, 1998.
 
     All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to consummation of the Exchange Offer shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in this Prospectus or
in a document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
 
     THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF
ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED BY REFERENCE
HEREIN, OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THIS PROSPECTUS
INCORPORATES. WRITTEN OR ORAL REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE
COMPANY TO THE ATTENTION OF M. GAY MATHER, MANAGER, INVESTOR RELATIONS,
NATIONAL-OILWELL, INC., 5555 SAN FELIPE, HOUSTON, TEXAS 77056 (TELEPHONE (713)
960-5422). IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST
SHOULD BE MADE BY JANUARY 22, 1999.
 
                                        2

<PAGE>   5
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
or incorporated by reference in this Prospectus. Prospective investors should
also review carefully the information set forth under "Risk Factors."
 
     Unless the context otherwise requires, (i) all references to
"National-Oilwell" or the "Company" are to National-Oilwell, Inc. and its
subsidiaries, and (ii) all references to activities of, and financial
information with respect to, National-Oilwell are presented on a combined basis,
including with respect to periods prior to the consummation of the September 25,
1997 business combination (the "Dreco Combination") with Dreco Energy Services
Ltd. ("Dreco").
 
                                  THE COMPANY
 
     National-Oilwell is a worldwide leader in the design, manufacture and sale
of machinery, equipment and downhole products used in oil and gas drilling and
production, as well as in the distribution to the oil and gas industry of
maintenance, repair and operating products. The Company manufactures and
assembles drilling machinery, including drawworks, mud pumps and power swivels
(also known as "top drives"), which are the major mechanical components of
drilling rigs, as well as masts, derricks, substructures and cranes. Many of
these components are designed specifically for applications in offshore,
extended reach and deep land drilling. The Company estimates that approximately
65% of the mobile offshore rig fleet and the majority of the world's larger land
rigs (2,000 horsepower and greater) manufactured in the last twenty years
utilize drawworks, mud pumps and other drilling machinery components
manufactured by the Company.
 
     As a result of the Dreco Combination, National-Oilwell expanded its
machinery and equipment capabilities and added a business segment that designs
and manufactures drilling motors and specialized drilling tools for rent and for
sale. Drilling motors are essential components of systems for horizontal,
directional, extended reach and performance drilling. Drilling tools include
drilling jars, shock tools and other specialized products.
 
     The Company also provides distribution services through its network of
approximately 120 distribution service centers located near major drilling and
production activity worldwide, but principally in the United States and Canada.
These distribution service centers stock and sell a variety of expendable items
for oilfield applications and spare parts for National-Oilwell equipment. As oil
and gas companies and drilling contractors have refocused on their core
competencies and emphasized efficiency initiatives to reduce costs and capital
requirements, the Company's distribution services have expanded to offer
outsourcing and alliance arrangements that include comprehensive procurement,
inventory management and logistics support.
 
     Over the last fifteen years, much of the demand for capital equipment has
been satisfied from the large surplus of equipment built during the late
seventies and early eighties. The Company believes that the surplus has been
reduced substantially over this period, especially for higher capacity equipment
for which National-Oilwell is a leading supplier. Shortages of equipment caused
orders for new equipment to increase dramatically through the end of 1997, also
causing backlog to increase. Since March 31, 1998, however, new orders received
have been less than shipments, causing backlog to decline. Based on current
uncertainties regarding the price of oil, backlog and revenues for the Company's
Products and Technology segment are expected to decrease further and will remain
under pressure until the outlook for energy improves. Each of the Company's
business segments is affected by volatility in the price of oil and gas and
other factors. See "Risk Factors."
 
     National-Oilwell believes that reasonably anticipated demand for the
Company's capital equipment in 1998 and 1999 can be met without significant
incremental capital expenditures by the Company's continuing focus on process
improvement and through the combined capabilities available after the Dreco
Combination.
 
     National-Oilwell is incorporated in Delaware, with its principal executive
offices located at 5555 San Felipe, Houston, Texas 77056, and its telephone
number is (713) 960-5100.
 
                                        3

<PAGE>   6
 
                              RECENT DEVELOPMENTS
 
     On December 15, 1998, the Company completed the acquisition of the business
of DOSCO, a major Canadian oilfield distribution supplier, from Westburne
Industrial Enterprises Ltd., a Canadian corporation ("Westburne"). Under the
Asset and Share Purchase Agreement, which was signed on November 9, 1998, the
Company acquired from Westburne:
 
     - all of the issued and outstanding shares of Technical Sales and
       Maintenance Ltd., a Saskatchewan corporation;
 
     - all of the issued and outstanding shares of Regulator Repair Service
       Ltd., an Alberta corporation; and
 
     - certain assets used in the business of DOSCO Supply, a division of
       Westburne, subject to the assumption of certain liabilities incurred in
       that business.
 
     In exchange, the Company issued 3.0 million shares of National-Oilwell
common stock and two short-term promissory notes in an aggregate principal
amount of $10.0 million (Canadian). Such promissory notes rank pari passu with
the Notes. The transaction is being accounted for under the purchase method of
accounting.
 
                               BUSINESS STRATEGY
 
     National-Oilwell's current business strategy is to enhance its market
positions and operating performance by:
 
          Leveraging Its Installed Base of Higher Capacity Drilling Machinery
     and Equipment. National-Oilwell believes its market position presents
     substantial opportunities to capture a significant portion of expenditures
     for the construction of new, higher capacity drilling rigs and equipment as
     well as the upgrade and refurbishment of existing drilling rigs and
     equipment. The Company believes the advanced age of the existing fleet of
     drilling rigs, coupled with increasing drilling activity involving greater
     depths and extended reach, will generate the demand for new equipment,
     especially in the higher capacity end of the market. National-Oilwell's
     larger drawworks, mud pumps and power swivels provide, in many cases, the
     largest capacities currently available in the industry.
 
          Expanding Its Downhole Products Business. National-Oilwell believes
     that the strengthened marketing and distribution capabilities resulting
     from the Dreco Combination provide an opportunity for growth in the rental
     and sale of high-performance drilling motors and downhole tools, especially
     for use in directional, horizontal, extended reach and other value-added
     drilling applications.
 
          Building on Distribution Strengths and Alliance/Outsourcing Trends. As
     a result of efficiency initiatives, oil and gas companies and drilling
     contractors are frequently seeking alliances with suppliers, manufacturers
     and service providers, or outsourcing their procurement, inventory
     management and logistics requirements for equipment and supplies in order
     to achieve cost and capital improvements. National-Oilwell believes that it
     is well-positioned to provide these services as a result of its (i) large
     and geographically diverse network of distribution service centers in major
     oil and gas producing areas in the United States and Canada, (ii)
     purchasing leverage due to the volume of products sold, (iii) breadth of
     available product lines and (iv) integrated information and process systems
     that enhance procurement, inventory management and logistics activities. In
     addition, the strategic integration of National-Oilwell's distribution
     expertise, extensive distribution network and growing base of customer
     alliances may provide an increased opportunity for cost-effective marketing
     of National-Oilwell's manufactured parts and equipment.
 
          Continuing to Make Acquisitions that Enhance Its Product
     Line. National-Oilwell believes that the oilfield service and equipment
     industry will continue to experience consolidation as businesses seek to
     align themselves with other market participants in order to gain access to
     broader markets and become affiliated with integrated product offerings,
     and National-Oilwell plans to participate in this trend. During 1997, the
     Company made three acquisitions, including the Dreco Combination, which
     have enabled the Company to provide a more complete rig package to its
     customers. To date in 1998, the Company has
 
                                        4

<PAGE>   7
 
     completed the acquisitions of Speciality Tools Ltd., a company that designs
     and engineers downhole tools for thru-tubing applications, Versatech
     International Ltd., a company engaged in the manufacture of coiled tubing
     tools and equipment, Phoenix Energy Products Holdings, Inc. ("Phoenix"), a
     company that manufactures and sells several lines of products that are
     complementary to those of National-Oilwell, including fluid end expendable
     products, solid control equipment and pipe handling tools, and Roberds-
     Johnson Industries, Inc. ("RJI"), a company that manufactures and
     fabricates a broad range of equipment and products used on offshore and
     land drilling rigs.
 
                           ISSUANCE OF THE OLD NOTES
 
     The Old Notes were sold to the Initial Purchasers on June 26, 1998 pursuant
to the Purchase Agreement. The Initial Purchasers subsequently resold the Old
Notes in reliance on Rule 144A under the Securities Act and other available
exemptions under the Securities Act. In connection with such sale, the Company
and the Initial Purchasers also entered into the Registration Rights Agreement
pursuant to which the Company granted certain registration rights for the
benefit of the holders of the Old Notes. The Exchange Offer is intended to
satisfy certain obligations of the Company under the Registration Rights
Agreement with respect to the Old Notes. See "The Exchange Offer -- Purpose and
Effect." Capitalized terms used but not defined in this Prospectus Summary are
defined elsewhere in the Prospectus.
 
                               THE EXCHANGE OFFER
 
The Exchange Offer.........  The Company is offering upon the terms and subject
                             to the conditions set forth herein to exchange
                             $1,000 principal amount of Exchange Notes for each
                             $1,000 principal amount of the outstanding Old
                             Notes. As of the date of this Prospectus, $150
                             million in aggregate principal amount of the Old
                             Notes is outstanding. As of the date of this
                             Prospectus, there is one registered holder of the
                             Old Notes, Cede & Co., nominee for DTC, which holds
                             the Old Notes for its participants. See "The
                             Exchange Offer -- Terms of the Exchange Offer." The
                             terms of the Exchange Notes are identical in all
                             material respects (including principal amount,
                             interest rate and maturity) to the terms of the Old
                             Notes for which they may be exchanged, except as
                             described under "Prospectus Summary -- Termination
                             of Certain Rights." See "The Exchange Offer."
 
Expiration Date............  5:00 p.m., New York City time, on January 29, 1999
                             as the same may be extended. See "The Exchange
                             Offer -- Expiration Date; Extensions; Amendments."
 
Conditions of the Exchange
Offer......................  The Exchange Offer is not conditioned upon any
                             minimum principal amount of Old Notes being
                             tendered for exchange. However, the Exchange Offer
                             is subject to certain customary conditions,
                             including that (i) the Exchange Offer, or the
                             making of an exchange by a holder, does not violate
                             applicable law or any applicable interpretation of
                             the staff of the Commission and (ii) no action or
                             proceeding is instituted or threatened that would
                             be reasonably likely to materially impair the
                             ability of the Company to proceed with the Exchange
                             Offer. The Company expects that the foregoing
                             conditions will be satisfied. All such conditions
                             may be waived by the Company. See "The Exchange
                             Offer -- Conditions of the Exchange Offer."
 
Termination of Certain
Rights.....................  Pursuant to the Registration Rights Agreement and
                             the Old Notes, holders of Old Notes have rights to
                             receive Additional Interest upon certain events,
                             which Additional Interest may not exceed .25% per
                             annum, and have certain rights intended for the
                             holders of unregistered
 
                                        5

<PAGE>   8
 
                             securities. Holders of Exchange Notes will not be
                             and, upon consummation of the Exchange Offer,
                             holders of Old Notes will no longer be, entitled to
                             (i) the right to receive the Additional Interest or
                             (ii) certain other rights under the Registration
                             Rights Agreement intended for holders of
                             unregistered securities. The Exchange Offer shall
                             be deemed consummated upon the occurrence of
                             written or oral notice by the Company to the
                             Exchange Agent that it has accepted validly
                             tendered Old Notes for exchange and the delivery by
                             the Company to the Trustee of Exchange Notes in the
                             same aggregate principal amount as the aggregate
                             principal amount of Old Notes that were tendered by
                             holders thereof pursuant to the Exchange Offer. See
                             "The Exchange Offer -- Termination of Certain
                             Rights" and "Procedures for Tendering Old Notes."
 
Shelf Registration.........  Under the Registration Rights Agreement, the
                             Company is required to file a Shelf Registration
                             Statement pursuant to Rule 415 under the Securities
                             Act covering Old Notes (the "Shelf Registration")
                             if (i) because of any changes in law, Commission
                             rules or regulations or applicable interpretations
                             thereof by the staff of the Commission, the Company
                             is not permitted to effect the Exchange Offer, (ii)
                             if for any other reason the Registration Statement
                             of which this Prospectus is a part was not declared
                             effective by November 23, 1998 or the Exchange
                             Offer is not consummated by December 23, 1998,
                             (iii) if a holder is advised by counsel that it is
                             not permitted by Federal securities laws or
                             Commission policy to participate in the Exchange
                             Offer or does not receive Exchange Notes that are
                             fully tradeable pursuant to the Exchange Offer
                             without restriction or limitation as to holding
                             period or volume or (iv) upon the request of the
                             Initial Purchasers acquiring a majority of the
                             initial aggregate principal amount of the Old Notes
                             (but only with respect to any Old Notes which the
                             Initial Purchasers acquired directly from the
                             Company). The Company is required to use its
                             reasonable best efforts to cause any Shelf
                             Registration to be declared effective under the
                             Securities Act as promptly as practicable but no
                             later than January 22, 1999 and, subject to certain
                             exceptions, to keep the Shelf Registration
                             continuously effective under the Securities Act
                             until the earlier of (i) June 25, 2001 or (ii) such
                             period ending when all Old Notes covered by the
                             Shelf Registration (a) have been sold in the manner
                             set forth and as contemplated in the Shelf
                             Registration, (b) cease to be outstanding or (c)
                             become freely tradeable without restriction or
                             limitation as to holding period or volume.
                             Notwithstanding the fact that the Registration
                             Statement of which this Prospectus is a part was
                             not declared effective by November 23, 1998 and the
                             fact that the Exchange Offer is not scheduled to be
                             consummated until after December 23, 1998, the
                             Company intends to complete the Exchange Offer
                             because the Company believes that it is more
                             favorable to the holders of the Old Notes for the
                             Company to do so rather than file the Shelf
                             Registration Statement. The Company will, if
                             necessary, seek a formal amendment of the
                             Registration Rights Agreement, which would require
                             approval by holders of a majority of the Old Notes
                             outstanding.
 
Accrued Interest on the Old
  Notes....................  The Exchange Notes will bear interest at a rate
                             equal to 6 7/8% per annum from and including their
                             date of issuance. Holders whose Old Notes are
                             accepted for exchange will have the right to
                             receive unpaid interest
 
                                        6

<PAGE>   9
 
                             accrued thereon from the date of their original
                             issuance to, but not including, the date of
                             issuance of the Exchange Notes, such interest to be
                             payable with the first interest payment on the
                             Exchange Notes. Interest on the Old Notes accepted
                             for exchange, which accrued at the rate of 6 7/8%
                             per annum to November 23, 1998 and at 7 1/8% per
                             annum thereafter, will cease to accrue interest on
                             the day prior to the issuance of the Exchange
                             Notes.
 
Additional Interest........  Pursuant to the Registration Rights Agreement, if
                             (i) the Registration Statement of which this
                             Prospectus is a part was not declared effective on
                             or prior to November 23, 1998, (ii) the Exchange
                             Offer is not consummated on or prior to December
                             23, 1998, (iii) a required Shelf Registration
                             Statement is not declared effective on or prior to
                             the 210th calendar day following the Closing Date
                             or (iv) the Registration Statement of which this
                             Prospectus is a part or any required Shelf
                             Registration Statement is filed and declared
                             effective but shall thereafter be either withdrawn
                             by the Company or become subject to an effective
                             stop order suspending the effectiveness of such
                             registration statement, except as specifically
                             permitted by the Registration Rights Agreement,
                             without being succeeded immediately by an
                             additional registration statement filed and
                             declared effective (each such event referred to in
                             clauses (i) through (iv) above, a "Registration
                             Default"), the interest rate borne by the Old Notes
                             shall be increased by .25% per annum following such
                             Registration Default; provided that the aggregate
                             amount of any such increase in the interest rate on
                             the Notes shall in no event exceed .25% per annum;
                             and provided, further, that if the Company shall
                             request holders of Old Notes to provide information
                             for inclusion in the Shelf Registration Statement,
                             then Old Notes owned by holders who do not deliver
                             such information to the Company or who do not
                             provide comments on the Shelf Registration
                             Statement when required pursuant to the
                             Registration Rights Agreement will not be entitled
                             to any such increase in the interest rate for any
                             day after December 23, 1998. Following the cure of
                             all Registration Defaults, the accrual of such
                             Additional Interest will cease and the interest
                             rate will revert to the original rate. Accordingly,
                             commencing on November 23, 1998, the Old Notes
                             began to accrue interest at the rate of 7 1/8% per
                             annum, and they will continue to do so until the
                             completion of the Exchange Offer.
 
Procedures for Tendering
Old Notes..................  Unless a tender of Old Notes is effected pursuant
                             to the procedures for book-entry transfer as
                             provided herein, each holder desiring to accept the
                             Exchange Offer must complete, sign and date the
                             Letter of Transmittal, or a facsimile thereof, have
                             the signature thereon guaranteed if required by the
                             Letter of Transmittal, and mail or otherwise
                             deliver the Letter of Transmittal, or such
                             facsimile, together with the Old Notes or a Notice
                             of Guaranteed Delivery and any other required
                             documents (such as evidence of authority to act, if
                             the Letter of Transmittal is signed by someone
                             acting in a fiduciary or representative capacity),
                             to the Exchange Agent at the address set forth on
                             the back cover page of this Prospectus prior to
                             5:00 p.m., New York City time, on the Expiration
                             Date. Any beneficial owner of the Old Notes whose
                             Old Notes are registered in the name of a nominee,
                             such as a broker, dealer, commercial bank or trust
                             company and who wishes to tender Old Notes in the
                             Exchange Offer, should instruct such entity or
                             person to promptly tender
 
                                        7

<PAGE>   10
 
                             on such beneficial owner's behalf. See "The
                             Exchange Offer -- Procedures for Tendering Old
                             Notes."
 
Guaranteed Delivery
Procedures.................  Holders whose certificates for Old Notes are not
                             immediately available or who cannot deliver their
                             certificates and all other required documents to
                             the Exchange Agent (as defined below) on or prior
                             to the Expiration Date, or who cannot complete the
                             procedure for book-entry on a timely basis, may
                             tender their Old Notes pursuant to the guaranteed
                             delivery procedures set forth in the Letter of
                             Transmittal.
 
Acceptance of Old Notes and
  Delivery of Exchange
  Notes....................  Upon satisfaction or waiver of all conditions of
                             the Exchange Offer, the Company will accept any and
                             all Old Notes that are properly tendered in the
                             Exchange Offer prior to 5:00 p.m., New York City
                             time, on the Expiration Date. The Exchange Notes
                             issued pursuant to the Exchange Offer will be
                             delivered promptly after acceptance of the Old
                             Notes. See "The Exchange Offer -- Acceptance of Old
                             Notes for Exchange; Delivery of Exchange Notes."
 
Withdrawal Rights..........  Tenders of Old Notes may be withdrawn at any time
                             prior to 5:00 p.m., New York City time, on the
                             Expiration Date. See "The Exchange
                             Offer -- Withdrawal Rights."
 
The Exchange Agent.........  The Bank of New York is the exchange agent (in such
                             capacity, the "Exchange Agent"). The address and
                             telephone number of the Exchange Agent are set
                             forth in "The Exchange Offer -- The Exchange Agent;
                             Assistance."
 
Fees and Expenses..........  All expenses incident to the Company's consummation
                             of the Exchange Offer and compliance with the
                             Registration Rights Agreement will be borne by the
                             Company. The Company is also required to pay
                             certain transfer taxes applicable to the Exchange
                             Offer. See "The Exchange Offer -- Fees and
                             Expenses."
 
Resales of the Exchange
Notes......................  Based on interpretation of the Securities Act by
                             the staff of the Commission set forth in several
                             no-action letters to third parties, and subject to
                             the immediately following sentence, the Company
                             believes that the Exchange Notes issued pursuant to
                             the Exchange Offer may be offered for resale,
                             resold and otherwise transferred by holders thereof
                             without further compliance with the registration
                             and prospectus delivery provisions of the
                             Securities Act. However, any purchaser of Notes who
                             is an "affiliate" of the Company or who intends to
                             participate in the Exchange Offer for the purpose
                             of distributing the Exchange Notes, or any
                             broker-dealer who purchased the Notes from the
                             Company to resell pursuant to Rule 144A or any
                             other available exemption under the Securities Act,
                             (i) will not be able to rely on the interpretation
                             by the staff of the Commission set forth in the
                             above referenced no-action letters, (ii) will not
                             be able to tender the Notes in the Exchange Offer
                             and (iii) must comply with the registration and
                             prospectus delivery requirements of the Securities
                             Act in connection with any sale or transfer of the
                             Notes, unless such sale or transfer is made
                             pursuant to an exemption from such requirements.
                             The Company does not intend to seek its own
                             no-action letter, and there is no assurance that
                             the staff of the Commission would make a similar
                             determination with respect to the Exchange Notes as
                             it has in such no action letter to third parties.
 
                                        8

<PAGE>   11
 
                             Each holder of the Notes who wishes to exchange the
                             Notes for the Exchange Notes in the Exchange Offer
                             will be required to make certain representations,
                             including that (i) it is neither an affiliate of
                             Company nor a broker-dealer tendering Notes
                             acquired directly from the Company for its own
                             account, (ii) any Exchange Notes to be received by
                             it shall be acquired in the ordinary course of its
                             business, and (iii) at the time of commencement of
                             the Exchange Offer, it has no arrangement or
                             understanding with any person to participate in the
                             distribution (within the meaning of the Securities
                             Act) of the Exchange Notes. In addition, in
                             connection with any resales of Exchange Notes, any
                             Participating Broker-Dealer must deliver a
                             prospectus meeting the requirements of the
                             Securities Act. The staff of the Commission has
                             taken the position that Participating
                             Broker-Dealers may fulfill their prospectus
                             delivery requirements with respect to the Exchange
                             Notes (other than a resale of an unsold allotment
                             from the original sale of the Notes) with the
                             prospectus contained in the Exchange Offer
                             Registration Statement. Under the Registration
                             Rights Agreement, the Company is required to allow
                             Participating Broker-Dealers to use the prospectus
                             contained in the Exchange Offer Registration
                             Statement in connection with the resale of Exchange
                             Notes received in exchange for Notes acquired by
                             such Participating Broker-Dealers for their own
                             account as a result of market-making or other
                             trading activities.
 
                         DESCRIPTION OF EXCHANGE NOTES
 
     The form and terms of the Exchange Notes will be identical in all material
respects to the form and terms of the Old Notes, except that (i) the Exchange
Notes have been registered under the Securities Act and, therefore, will not
bear legends restricting the transfer thereof, (ii) holders of the Exchange
Notes will not be entitled to Additional Interest and (iii) holders of the
Exchange Notes will not be, and upon consummation of the Exchange Offer, holders
of the Old Notes will no longer be, entitled to certain other rights under the
Registration Rights Agreement intended for the holders of unregistered
securities, except in certain limited circumstances. See "Exchange
Offer -- Termination of Certain Rights." The Exchange Offer shall be deemed
consummated upon the occurrence of the delivery by the Company to the Trustee in
its capacity as Registrar under the Indenture of Exchange Notes in the same
aggregate principal amount as the aggregate principal amount of Old Notes that
were tendered by holders thereof pursuant to the Exchange Offer. See "The
Exchange Offer -- Termination of Certain Rights," " -- Procedures for Tendering
Old Notes," and "Description of Exchange Notes."
 
Securities Offered.........  $150,000,000 aggregate principal amount of 6 7/8%
                             Senior Notes due 2005, Series B.
 
Maturity Date..............  July 1, 2005.
 
Interest Payments Dates....  January 1 and July 1, of each year.
 
Ranking....................  The Notes are unsecured senior obligations of the
                             Company and rank pari passu in right of payment
                             with all other existing and future unsecured and
                             unsubordinated indebtedness of the Company and
                             senior in right of payment to all future
                             subordinated indebtedness of the Company. The Notes
                             are effectively subordinated, however, to (i) all
                             future secured obligations of the Company to the
                             extent of the assets securing such obligations and
                             (ii) all current and future borrowings and trade
                             obligations of the subsidiaries of the Company. The
                             Indenture under which the Notes are issued permits
                             the Company and its subsidiaries to incur
                             additional indebtedness, including additional
                             secured
                                        9

<PAGE>   12
 
                             indebtedness, subject to certain conditions. See
                             "Description of the Exchange Notes -- General."
 
Redemption.................  The Notes may be redeemed, in whole or in part, at
                             the option of the Company at any time prior to
                             maturity upon payment of the principal amount
                             thereof, together with unpaid interest accrued to
                             the redemption date and a "Make-Whole Premium," as
                             defined herein. See "Description of the Exchange
                             Notes -- Redemption."
 
Certain Covenants..........  The Indenture contains certain covenants that,
                             among other things, limit the ability of the
                             Company and its subsidiaries to (i) create certain
                             liens, (ii) engage in sale and leaseback
                             transactions or (iii) engage in certain mergers,
                             consolidations or asset sales. See "Description of
                             the Exchange Notes."
 
Absence of a Public Market
for the Exchange Notes.....  There is no existing market for the Notes and there
                             can be no assurance as to the liquidity of any
                             markets that may develop for the Notes, the ability
                             of holders of the Notes to sell their Notes or the
                             price at which holders would be able to sell their
                             Notes. Future trading prices of the Notes will
                             depend on may factors, including, among other
                             things, prevailing interest rates, the Company's
                             operating results and the market for similar
                             securities. The Company has been advised by the
                             Initial Purchasers that, subject to applicable laws
                             and regulations, such firms currently intend to
                             make a market in the Notes, although they are not
                             obligated to do so and may discontinue any
                             market-making activities with respect to the Notes
                             at any time without notice. The Company does not
                             intend to apply for listing of the Notes on any
                             securities exchange or for quotation through the
                             Nasdaq National Market or any other quotation
                             system. See "Risk Factors -- Absence of Public
                             Market for the Notes" and "Plan of Distribution."
 
     For more detailed information regarding the terms of the Notes, see
"Description of Exchange Notes."
 
                                  RISK FACTORS
 
     See "Risk Factors" beginning on page 11 of this Prospectus for a discussion
of certain factors which should be considered by prospective investors in
evaluating the Exchange Offer.
 
                                       10

<PAGE>   13
 
                                  RISK FACTORS
 
     In addition to the other information contained in this Prospectus, holders
of Notes should consider carefully the following risk factors affecting the
business of the Company.
 
DEPENDENCE ON OIL AND GAS INDUSTRY
 
     National-Oilwell's businesses are substantially dependent upon the
condition of the oil and gas industry and the industry's willingness to explore
for and produce oil and gas. The degree of such willingness is generally
dependent upon the prevailing view of future product prices, which are
influenced by numerous factors affecting the supply and demand for oil and gas,
including the level of drilling activity, worldwide economic activity, interest
rates and the cost of capital, the development of alternate energy sources,
environmental regulation, tax policies, political requirements of national
governments, coordination by the Organization of Petroleum Exporting Countries
("OPEC") and the cost of producing oil and gas. Any significant reduction in
demand for drilling services, in cash flows of drilling contractors or in rig
utilization rates below current levels would result in a drop in demand for
products manufactured and sold by National-Oilwell.
 
VOLATILITY OF OIL AND GAS PRICES
 
     Oil and gas prices and activity have been characterized by significant
volatility over the last approximately twenty years. In 1986, spot oil prices
(West Texas Intermediate) reached a low of approximately $11 per barrel. They
reached a high of approximately $40 per barrel in 1991. Oil prices have
generally been under downward pressure throughout 1998, with spot prices
currently below $11 per barrel. Spot gas prices (Henry Hub) have ranged from
lows below $1.00 per mcf of gas in 1992 to highs above $3.00 per mcf in 1996 and
1997. There has also been downward pressure on gas prices to date in 1998, and
prices have generally been within a range of $1.80 to $2.20 per mcf. These price
changes have caused numerous 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 manufactured by
National-Oilwell. Moreover, uncertainty with respect to the stability and
direction of future prices has often led to deferral of such expenditures.
Recent expectations of lower oil prices generally have the effect of slowing
production and new drilling, particularly in areas where the per barrel cost of
production is high. This slowdown had a more immediate effect on National-
Oilwell's distribution and downhole products businesses and is now negatively
impacting the products and technology segment as lower prices are expected to
continue for an extended period. No assurance can be given as to the future
price levels of oil and gas or the volatility thereof, or that the future price
of oil and gas will be sufficient to support current levels of exploration and
production.
 
HIGHLY COMPETITIVE INDUSTRY
 
     The oilfield products and services industry is highly competitive. The
revenues and earnings of National-Oilwell can each be affected by competitive
actions such as price changes, introduction of new technologies and products or
improved availability and delivery. National-Oilwell competes with a large
number of companies, some of which may offer certain more technologically
advanced products, possess greater financial resources and have more extensive
and diversified operations.
 
POTENTIAL PRODUCT LIABILITY AND WARRANTY CLAIMS
 
     Certain products of National-Oilwell and its predecessors are used in
potentially hazardous drilling, completion and production applications that can
cause personal injury or loss of life, damage to property, equipment or the
environment and suspension of operations. National-Oilwell maintains insurance
coverage in such amounts and against such risks as it believes to be in
accordance with normal industry practice. Such insurance does not, however,
provide coverage for all liabilities (including liabilities for certain events
involving pollution), and there can be no assurance that such insurance will be
adequate to cover all losses or liabilities that may be incurred by
National-Oilwell in its operations. Moreover, no assurance can be given that
National-Oilwell will, in the future, be able to maintain insurance at levels it
deems adequate and at rates it
 
                                       11

<PAGE>   14
 
considers reasonable or that particular types of coverage will be available.
Litigation arising from a catastrophic occurrence at a location where equipment
and services of National-Oilwell or its predecessors have been used may, in the
future, result in National-Oilwell being named as a defendant in product
liability or other lawsuits asserting potentially large claims. National-Oilwell
is a party to various legal and administrative proceedings which have arisen
from its businesses. No assurance can be given with respect to the outcome of
these or any other pending legal and administrative proceedings and the effects
such outcomes may have on National-Oilwell.
 
IMPACT OF POLITICAL DEVELOPMENTS AND GOVERNMENTAL REGULATIONS
 
     Many aspects of National-Oilwell's operations are affected by political
developments, including restrictions on the ability to do business in various
foreign jurisdictions, and are subject to both domestic and foreign governmental
regulation, including those relating to oilfield operations, worker safety and
the protection of the environment. In addition, National-Oilwell depends on the
demand for its services from the oil and gas industry and, therefore, is
affected by any changes in taxation, price controls or other laws and
regulations that affect the oil and gas industry generally. The adoption of laws
and regulations curtailing exploration for or production of oil and gas for
economic or other policy reasons could adversely affect National-Oilwell's
operations. National-Oilwell cannot determine the extent to which its future
operations and earnings may be affected by political developments, new
legislation, new regulations or changes in existing regulations.
 
IMPACT OF ENVIRONMENTAL REGULATIONS
 
     The operations of National-Oilwell and its customers are affected by
numerous foreign, federal, state, provincial and local environmental laws and
regulations. The technical requirements of these laws and regulations are
becoming increasingly expensive, complex and stringent. These laws may impose
penalties or sanctions for damages to natural resources or threats to public
health and safety. Such laws and regulations may also expose National-Oilwell to
liability for the conduct of or conditions caused by others, or for acts of
National-Oilwell or its predecessors that were in compliance with all applicable
laws at the time such acts were performed. Sanctions for noncompliance may
include revocation of permits, corrective action orders, administrative or civil
penalties and criminal prosecution. Certain environmental laws provide for joint
and several liability for remediation of spills and releases of hazardous
substances. In addition, National-Oilwell may be subject to claims alleging
personal injury or property damage as a result of alleged exposure to hazardous
substances, as well as damage to natural resources.
 
RISK OF CERTAIN FOREIGN MARKETS
 
     Certain of National-Oilwell's revenues result from the sale of products to
customers for ultimate destinations in the Middle East, Africa, Southeast Asia
and other international markets and are subject to risks of instability of
foreign economies and governments. Furthermore, National-Oilwell's sales can be
affected by laws and regulations limiting exports to particular countries. In
certain cases, export laws and regulations of one jurisdiction may contradict
those of another.
 
     National-Oilwell attempts to limit its exposure to foreign currency
fluctuations by limiting the amount of sales denominated in currencies other
than United States dollars, Canadian dollars and British pounds.
National-Oilwell has not engaged in and does not currently intend to engage in
any significant hedging or currency trading transactions designed to compensate
for adverse currency fluctuations among those or any other foreign currencies.
 
INTEGRATION OF ACQUISITIONS AND MANAGEMENT OF GROWTH
 
     National-Oilwell completed three acquisitions in 1997 and has completed
four acquisitions to date in 1998. In addition, the Company expects to evaluate
and, where feasible, make additional strategic acquisitions in the future. There
can be no assurance that suitable acquisition candidates will be available, that
acquisitions can be completed on reasonable terms, that the Company will
successfully integrate the operations of any acquired entities or that the
Company will have access to adequate funds to effect any desired acquisitions.
In
 
                                       12

<PAGE>   15
 
addition, the process of combining the organizations could cause the
interruption of, or a loss of momentum in, the activities of some or all of the
companies' businesses, which could have an adverse effect on their combined
operations. The Dreco Combination and recent growth in revenues and backlog have
placed significant demands on the Company and its management to improve the
combined entity's operational, financial and management information systems, to
develop further the management skills of the Company's managers and supervisors,
and to continue to train, motivate and effectively manage the Company's
employees. The failure of the Company to manage its growth effectively could
have a material adverse effect on the Company.
 
LEVERAGE
 
     As a result of the issuance of the Old Notes, the Company has become more
leveraged. As of September 30, 1998, the Company had an aggregate of $224.7
million of outstanding indebtedness (including the Old Notes) and stockholders'
equity of $353.5 million. The increased leverage will require the Company to
dedicate a greater portion of its cash flow from operations to payment of
interest on the Notes and other indebtedness. Also, the greater leverage could
impede the Company's ability to obtain financing in the future or make the
Company more vulnerable to economic downturns and limit its ability to withstand
competitive pressures.
 
HOLDING COMPANY STRUCTURE; EFFECTIVE SUBORDINATION
 
     The Company is a holding company, conducting essentially all of its
business through subsidiaries. Therefore, the Company will be dependent upon the
earnings and cash flows of its subsidiaries and the ability of the subsidiaries
to transfer funds to the Company in order to meet its obligations with respect
to the Notes. The right of the Company to receive assets of any subsidiary (and
thus the ability of holders of Notes to benefit indirectly from such assets) is
subject to the prior claims of creditors of such subsidiary. Thus, the Notes are
effectively subordinated to all liabilities of the Company's subsidiaries. As of
September 30, 1998, the total consolidated liabilities of the Company's
subsidiaries were approximately $227 million.
 
     Although none of the Company's subsidiaries currently has any borrowings
owed to entities other than the Company and its other subsidiaries, the
Indenture does not restrict the incurrence of unsecured debt by the Company's
subsidiaries. Also, although there are currently no contractual limitations on
the ability of any subsidiary to pay dividends or other payments to the Company,
such restrictions could be imposed in the future.
 
ABSENCE OF CERTAIN PROTECTIONS IN THE INDENTURE AND THE NOTES
 
     The provisions of the Indenture and the Notes contain only limited
covenants for the benefit of holders of the Notes. The absence of more extensive
protections poses certain risks to holders of the Notes, including but not
limited to the following:
 
     -  The Indenture does not limit the ability of the Company and its
subsidiaries to incur unsecured debt or pay dividends to stockholders. Thus, it
would not protect holders of the Notes against a transaction that caused the
Company to become highly leveraged.
 
     -  There is no provision for mandatory redemption or repurchase of the
Notes in the event of a merger or sale of assets involving the Company or a
change of control of the Company. Thus, the board of directors and management
could be changed as a result of such a transaction without making provision for
immediate payment of the Notes.
 
     -  The Company's currently existing senior credit facility contains certain
financial and other customary restrictive covenants that are not contained in
the Indenture, including financial covenants that require the Company to
maintain a certain minimum tangible net worth, maintain a debt to capitalization
level below a certain level and achieve a specified interest coverage ratio. See
"Description of Credit Facility." Indebtedness that the Company may incur in the
future could also have similar covenants. If the Company were to default under
any of these covenants, holders of such other indebtedness could declare it to
be due before its stated
 
                                       13

<PAGE>   16
 
maturity. If that were to occur, the Notes could also be declared due and
payable prior to their maturity date in 2005, and there can be no assurance that
the Company would have sufficient funds to pay such other indebtedness and the
Notes. See "Description of Exchange Notes -- Events of Default."
 
     -  There is no provision limiting the Company's ability to undertake
transactions with its affiliates. Thus, transactions could be undertaken that
could be unfavorable from the standpoint of holders of the Notes even if they
were in the interests of the Company's stockholders.
 
ABSENCE OF PUBLIC MARKET FOR THE NOTES
 
     There is no existing market for the Notes and there can be no assurance as
to the liquidity of any markets that may develop for the Notes, the ability of
holders of the Notes to sell their Notes or the price at which holders would be
able to sell their Notes. Future trading prices of the Notes will depend on many
factors, including, among other things, prevailing interest rates, the Company's
operating results and the market for similar securities. The Company has been
advised by the Initial Purchasers that, subject to applicable laws and
regulations, such firms currently intend to make a market in the Notes, although
they are not obligated to do so and may discontinue any market-making activities
with respect to the Notes at any time without notice.
 
CONSEQUENCES OF FAILURE TO EXCHANGE
 
     The Old Notes that are not exchanged for Exchange Notes pursuant to the
Exchange Offer will remain restricted securities and be subject to restrictions
on transfer as described under "Exchange Offer -- Consequences of Failure to
Exchange." Furthermore, if the outstanding principal amount of the Old Notes is
decreased as a result of the Exchange Offer, any trading market for the Old
Notes could become more limited.
 
                                       14

<PAGE>   17
 
                               THE EXCHANGE OFFER
 
PURPOSE AND EFFECT
 
     The Old Notes were sold by the Company to the Initial Purchasers on June
26, 1998, pursuant to the Purchase Agreement. The Initial Purchasers
subsequently resold the Old Notes in reliance on Rule 144A under the Securities
Act. The Company and the Initial Purchasers also entered into the Registration
Rights Agreement pursuant to which the Company agreed with respect to the Old
Notes to (i) cause a Registration Statement to be filed with the Commission
under the Securities Act concerning the Exchange Offer, (ii) use its reasonable
best efforts (a) to cause such Registration Statement to be declared effective
by the Commission by November 23, 1998 and (b) to cause the Exchange Offer to be
consummated by December 23, 1998. This Exchange Offer is intended to satisfy the
Company's exchange offer obligations under the Registration Rights Agreement.
 
TERMS OF THE EXCHANGE OFFER
 
     The Company hereby offers, upon the terms and subject to the conditions set
forth herein and in the accompanying Letter of Transmittal, to exchange $1,000
in principal amount of the Exchange Notes for each $1,000 in principal amount of
the outstanding Old Notes. The Company will accept for exchange any and all Old
Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on
the Expiration Date. Tenders of the Old Notes may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date. The Exchange Offer is
not conditioned upon any minimum principal amount of Old Notes being tendered
for exchange. However, the Exchange Offer is subject to certain customary
conditions which may be waived by the Company, and to the terms and provisions
of the Registration Rights Agreement. See "-- Conditions of the Exchange Offer."
 
     Old Notes may be tendered only in multiples of $1,000. Subject to the
foregoing, Holders may tender less than the aggregate principal amount
represented by the Old Notes held by them, provided that they appropriately
indicate this fact on the Letter of Transmittal accompanying the tendered Old
Notes (or so indicate pursuant to the procedures for book-entry transfer).
 
     As of the date of this Prospectus, $150,000,000 aggregate principal amount
of the Old Notes was outstanding and there was one registered holder of the Old
Notes, Cede & Co., nominee for DTC, which held the Old Notes for its
participants. Only a holder of the Old Notes (or such holder's legal
representative or attorney-in-fact) may participate in the Exchange Offer. There
will be no fixed record date for determining holders of the Old Notes entitled
to participate in the Exchange Offer.
 
     The Company shall be deemed to have accepted validly tendered Old Notes
when, as and if the Company has given oral or written notice thereof to the
Exchange Agent. The Exchange Agent will act as agent for the tendering of Old
Notes and for the purposes of receiving the Exchange Notes from the Company.
 
     If any tendered Old Notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events set forth herein or
otherwise, certificates for any such unaccepted Old Notes will be returned,
without expense, to the tendering holder thereof as promptly as practicable
after the Expiration Date.
 
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
 
     The Expiration Date shall be January 29, 1999 at 5:00 p.m., New York City
time, unless the Company, in its sole discretion, extends the Exchange Offer, in
which case the Expiration Date shall be the latest date and time to which the
Exchange Offer is extended.
 
     In order to extend the Exchange Offer, the Company will notify the Exchange
Agent of any extension by oral or written notice and will make a public
announcement thereof, each prior to 10:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date.
 
                                       15

<PAGE>   18
 
     The Company reserves the right, in its sole discretion, (i) to delay
accepting any Old Notes, (ii) to extend the Exchange Offer or (iii) if any of
the conditions set forth below under "Conditions of the Exchange Offer" shall
not have been satisfied, to terminate the Exchange Offer, by giving oral or
written notice of such delay, extension, or termination to the Exchange Agent.
The Company reserves the right, in its sole discretion, to amend the terms of
the Exchange Offer in any manner. If the Exchange Offer is amended in a manner
determined by the Company to constitute a material change, the Company will
promptly disclose such amendments by means of a prospectus supplement that will
be distributed to the registered holders of the Old Notes.
 
CONDITIONS OF THE EXCHANGE OFFER
 
     The Exchange Offer is not conditioned upon any minimum principal amount of
Old Notes being tendered for exchange. However, the Exchange Offer is subject to
certain customary conditions, including without limitation that (i) the Exchange
Offer, or the making of an exchange by a holder, does not violate applicable law
or any applicable interpretation of the staff of the Commission and (ii) no
action or proceeding is instituted or threatened that would be reasonably likely
to materially impair the ability of the Company to proceed with the Exchange
Offer.
 
     The Company expects that the foregoing conditions will be satisfied. The
foregoing conditions are for the sole benefit of the Company and may be waived
by the Company in whole or in part at any time and from time to time in its sole
discretion. The failure by the Company at any time to exercise any of the
foregoing rights shall not be deemed a waiver of such rights and each such right
shall be deemed an ongoing right which may be asserted at any time and from time
to time. Any determination by the Company concerning the events described above
will be final and binding upon all parties.
 
TERMINATION OF CERTAIN RIGHTS
 
     Pursuant to the Registration Rights Agreement and the Old Notes, holders of
Old Notes have rights to receive Additional Interest and have certain rights
intended for the holders of unregistered securities. Holders of Exchange Notes
will not be and, upon consummation of the Exchange Offer, holders of Old Notes
will no longer be, entitled to (i) the right to receive Additional Interest or
(ii) certain other rights under the Registration Rights Agreement intended for
holders of unregistered securities. The Exchange Offer shall be deemed
consummated upon the occurrence of the delivery by the Company to the Registrar
of Exchange Notes in the same aggregate principal amount as the aggregate
principal amount of Old Notes that were tendered by holders thereof pursuant to
the Exchange Offer.
 
SHELF REGISTRATION
 
     Under the terms of the Registration Rights Agreement, the Company is
required to file the Shelf Registration Statement pursuant to Rule 415 under the
Securities Act covering the Old Notes if (i) because of any changes in law,
Commission rules or regulations or applicable interpretations thereof by the
staff of the Commission, the Company is not permitted to effect the Exchange
Offer, (ii) if for any other reason the Registration Statement of which this
Prospectus is a part was not declared effective by November 23, 1998 or the
Exchange Offer is not consummated by December 23, 1998, (iii) if a holder is
advised by counsel that it is not permitted by Federal securities laws or
Commission policy to participate in the Exchange Offer or does not receive
Exchange Notes that are fully tradeable pursuant to the Exchange Offer without
restriction or limitation as to holding period or volume or (iv) upon the
request of the Initial Purchasers acquiring a majority of the initial aggregate
principal amount of the Old Notes (but only with respect to any Old Notes which
the Initial Purchasers acquired directly from the Company). Notwithstanding the
fact that the Registration Statement of which this Prospectus is a part was not
declared effective by November 23, 1998 and the fact that the Exchange Offer is
not scheduled to be consummated until after December 23, 1998, the Company
intends to complete the Exchange Offer because the Company believes that it is
more favorable to the holders of the Old Notes for the Company to do so rather
than file the Shelf Registration Statement. The Company will, if necessary, seek
a formal amendment of the Registration Rights Agreement, which would require
approval by holders of a majority of the Old Notes outstanding.
                                       16

<PAGE>   19
 
ACCRUED INTEREST ON THE OLD NOTES
 
     The Exchange Notes will bear interest at a rate equal to 6 7/8% per annum
from and including their date of issuance. Holders whose Old Notes are accepted
for exchange will have the right to receive unpaid interest accrued thereon from
the date of their original issuance to, but not including, the date of issuance
of the Exchange Notes, such interest to be payable with the first interest
payment on the Exchange Notes. Interest on the Old Notes accepted for exchange,
which interest accrued at the rate of 6 7/8% per annum to November 23, 1998 and
at 7 1/8% thereafter, will cease to accrue on the day prior to the issuance of
the Exchange Notes.
 
ADDITIONAL INTEREST
 
     Pursuant to the Registration Rights Agreement, if (a) the Registration
Statement of which this Prospectus is a part was not declared effective on or
prior to November 23, 1998, (b) the Exchange Offer is not consummated on or
prior to December 23, 1998, (c) a required Shelf Registration Statement is not
declared effective on or prior to the 210th calendar day following the Closing
Date or (d) the Registration Statement of which this Prospectus is a part or any
required Shelf Registration Statement is filed and declared effective but shall
thereafter be either withdrawn by the Company or become subject to an effective
stop order suspending the effectiveness of such registration statement, except
as specifically permitted by the Registration Rights Agreement, without being
succeeded immediately by an additional registration statement filed and declared
effective (each such event referred to in clauses (a) through (d) above, a
"Registration Default"), the interest rate borne by the Old Notes is increased
by .25% per annum following such Registration Default; provided that the
aggregate amount of any such increase in the interest rate on the Notes shall in
no event exceed .25% per annum; and provided, further, that if the Company shall
request holders of Old Notes to provide information for inclusion in the Shelf
Registration Statement, then Old Notes owned by holders who do not deliver such
information to the Company or who do not provide comments on the Shelf
Registration Statement when required pursuant to the Registration Rights
Agreement will not be entitled to any such increase in the interest rate for any
day after December 23, 1998. Following the cure of all Registration Defaults,
the accrual of such additional interest will cease and the interest rate will
revert to the original rate.
 
PROCEDURES FOR TENDERING OLD NOTES
 
     The tender of a holder's Old Notes as set forth below and the acceptance
thereof by the Company will constitute a binding agreement between the tendering
holder and the Company upon the terms and subject to the conditions set forth in
this Prospectus and in the accompanying Letter of Transmittal. Except as set
forth below, a holder who wishes to tender Old Notes for exchange pursuant to
the Exchange Offer must transmit such Old Notes, together with a properly
completed and duly executed Letter of Transmittal, including all other documents
required by such Letter of Transmittal, to the Exchange Agent at the address set
forth on the back cover page of this Prospectus prior to 5:00 p.m., New York
City time, on the Expiration Date. THE METHOD OF DELIVERY OF OLD NOTES, LETTERS
OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF
THE HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL,
PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. INSTEAD OF DELIVERY BY
MAIL, IT IS RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT OR HAND DELIVERY
SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.
 
     Any financial institution that is a participant in DTC's book-entry
transfer system may make bookentry delivery of the Old Notes by causing DTC to
transfer such Old Notes into the Exchange Agent's account in accordance with
DTC's procedures for such transfer. In connection with a book-entry transfer,
DTC participants may, in lieu of physically completing and signing the Letter of
Transmittal and delivering it to the Depositary, electronically transmit their
acceptance through Automated Tender Offer Program ("ATOP"), and DTC will then
edit and verify the acceptance and send an Agent's Message to the Exchange
Agent. Delivery of tendered Notes must be made to the Depositary pursuant to the
book-entry delivery procedures set
 
                                       17

<PAGE>   20
 
forth below or the tendering DTC participant must comply with the guaranteed
delivery procedures set forth below.
 
     The term "Agent's Message" means a message transmitted by DTC to, and
received by, the Exchange Agent and forming a part of the book-entry
confirmation, which states that DTC has received an express acknowledgment from
each participant in DTC tendering the Old Notes and that such participants have
received the Exchange Offer and agree to be bound by the terms of the Exchange
Offer and the Company may enforce such agreement against such participants.
 
     Each signature on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the Old Notes surrendered for exchange
pursuant hereto are tendered (i) by a registered holder of the Old Notes who has
not completed either the box entitled "Special Issuance Instructions" or the box
entitled "Special Delivery Instructions" in the Letter of Transmittal or (ii) by
an Eligible Institution (as defined below). In the event that a signature on a
Letter of Transmittal or a notice of withdrawal, as the case may be, is required
to be guaranteed, such guarantee must be by a firm which is a member of a
registered national securities exchange or the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or otherwise be an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Exchange Act
(collectively, "Eligible Institutions"). If the Letter of Transmittal is signed
by a person other than the registered holder of the Old Notes, the Old Notes
surrendered for exchange must either (i) be endorsed by the registered holder,
with the signature thereon guaranteed by an Eligible Institution, or (ii) be
accompanied by a bond power, in satisfactory form as determined by the Company
in its sole discretion, duly executed by the registered holder, with the
signature thereon guaranteed by an Eligible Institution. The term "registered
holder" as used herein with respect to the Old Notes means any person in whose
name the Old Notes are registered on the books of the Registrar.
 
     All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of Old Notes tendered for exchange will be
determined by the Company in its sole discretion, which determination shall be
final and binding. The Company reserves the absolute right to reject any and all
Old Notes not properly tendered and to reject any Old Notes the Company's
acceptance of which might, in the judgment of the Company, or its counsel, be
unlawful. The Company also reserves the absolute right to waive any defects or
irregularities or conditions of the Exchange Offer as to particular Old Notes
either before or after the Expiration Date (including the right to waive the
ineligibility of any holder who seeks to tender Old Notes in the Exchange
Offer). The interpretation of the terms and conditions of the Exchange Offer
(including the Letter of Transmittal and the instructions thereto) by the
Company shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes for exchange must be
cured within such period of time as the Company shall determine. The Company
will use reasonable efforts to give notification of defects or irregularities
with respect to tenders of Old Notes for exchange but shall not incur any
liability for failure to give such notification. Tenders of the Old Notes will
not be deemed to have been made until such irregularities have been cured or
waived.
 
     If any Letter of Transmittal, endorsement, bond power, power of attorney or
any other document required by the Letter of Transmittal is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, such person
should so indicate when signing, and, unless waived by the Company, proper
evidence satisfactory to the Company, in its sole discretion, of such person's
authority to so act must be submitted.
 
     Any beneficial owner of the Old Notes whose Old Notes are registered in the
name of a nominee, such as a broker, dealer, commercial bank or trust company
and who wishes to tender Old Notes in the Exchange Offer should contact such
registered holder promptly and instruct such registered holder to tender on such
beneficial owner's behalf. If such beneficial owner wishes to tender directly,
such beneficial owner must, prior to completing and executing the Letter of
Transmittal and tendering Old Notes, make appropriate arrangements to register
ownership of the Old Notes in such beneficial owner's name. Beneficial owners
should be aware that the transfer of registered ownership may take considerable
time.
 
                                       18

<PAGE>   21
 
     By tendering, each registered holder will represent to the Company that,
among other things (i) the Exchange Notes to be acquired in connection with the
Exchange Offer by the Holder and each beneficial owner of the Old Notes are
being acquired by the holder and each beneficial owner in the ordinary course of
business of the holder and each beneficial owner, (ii) the holder and each
beneficial owner are not participating, do not intend to participate, and have
no arrangement or understanding with any person to participate, in the
distribution (within the meaning of the Securities Act) of the Exchange Notes,
(iii) the holder and each beneficial owner acknowledge and agree that any person
participating in the Exchange Offer for the purpose of distributing the Exchange
Notes must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction of the
Exchange Notes acquired by such person and cannot rely on the position of the
staff of the Commission set forth in no-action
letters that are discussed herein under "-- Resales of the Exchange Notes," (iv)
that if the holder is a broker-dealer that acquired Old Notes for its own
account as a result of market-making or other trading activities, it will
deliver a prospectus in connection with any resale of Exchange Notes acquired in
the Exchange Offer, provided that, by delivering, the broker-dealer will not be
deemed to admit that it is an underwriter within the meaning of the Securities
Act, (v) the holder and each beneficial owner understand that a secondary,
resale transaction described in clause (iii) above should be covered by an
effective registration statement containing the selling security holder
information required by Item 507 of Regulation S-K of the Commission, and (vi)
neither the Holder nor any Beneficial Owner is an "affiliate," as defined under
Rule 405 of the Securities Act, of the Company except as otherwise disclosed to
the Company in writing. In connection with a book-entry transfer, each
participant will confirm that it makes the representations and warranties
contained in the Letter of Transmittal.
 
GUARANTEED DELIVERY PROCEDURES
 
     Holders whose certificates for Old Notes are not immediately available or
who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Old Notes
pursuant to the guaranteed delivery procedures set forth in the Letter of
Transmittal. Pursuant to such procedures, if the Holder desires to tender Old
Notes other than by book-entry transfer, (i) such tender must be made through an
Eligible Institution, (ii) prior to the Expiration Date, the Exchange Agent must
receive from such Eligible Institution a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed
Delivery, substantially in the form provided by the Company (by facsimile
transmission, mail or hand delivery), setting forth the name and address of the
holder of Old Notes, the certificate number or numbers of any Old Notes which
will not be tendered by book-entry transfer, and the amount of Old Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within five business days after the date of execution of the Notice of
Guaranteed Delivery, the certificates for all physically tendered Old Notes, in
proper form for transfer, and any other documents required by the Letter of
Transmittal, will be deposited by the Eligible Institution with the Exchange
Agent, and (iii) the certificates for all physically tendered Old Notes, in
proper form for transfer, and all other documents required by this Letter, are
received by the Exchange Agent within five business days after the date of
execution of the Notice of Guaranteed Delivery. In the case of a book-entry
transfer, pursuant to the guaranteed delivery procedures set forth in the Letter
of Transmittal (i) the tender must be made through an Eligible Institution, (ii)
prior to the Expiration Date, the Exchange Agent must receive confirmation from
the Depositary of receipt by the Depositary of a Notice of Guaranteed Delivery
via ATOP, by which the tendering Holder will expressly acknowledge the receipt
of, and agree to be bound by, the Notice of Guaranteed Delivery including a
guarantee that book-entry confirmation will be received by the Exchange Agent
within five business days after the date of transmittal of the Notice of
Guaranteed Delivery, and (iii) book-entry confirmation must be received by the
Exchange Agent within five business days after the date of the transmittal of
the Notice of Guaranteed Delivery via ATOP. Any Holder who wishes to tender Old
Notes pursuant to the Guaranteed Delivery Procedures described above must ensure
that the Exchange Agent receives the Notice of Guaranteed Delivery and Letter of
Transmittal relating to such Old Notes prior to 5:00 p.m., New York City time,
on the Expiration Date.
 
                                       19

<PAGE>   22
 
ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES
 
     Upon satisfaction or waiver of all the conditions to the Exchange Offer,
the Company will accept any and all Old Notes that are properly tendered in the
Exchange Offer prior to 5:00 p.m., New York City time, on the Expiration Date.
The Exchange Notes issued pursuant to the Exchange Offer will be delivered
promptly after acceptance of the Old Notes. For purposes of the Exchange Offer,
the Company shall be deemed to have accepted validly tendered Old Notes, when,
as, and if the Company has given oral or written notice thereof to the Exchange
Agent.
 
     In all cases, issuances of Exchange Notes for Old Notes that are accepted
for exchange pursuant to the Exchange Offer will be made only after timely
receipt by the Exchange Agent of such Old Notes, a properly completed and duly
executed Letter of Transmittal and all other required documents (or of
confirmation of a book-entry transfer of such Old Notes into the Exchange
Agent's account at DTC); provided, however, that the Company reserves the
absolute right to waive any defects or irregularities in the tender or
conditions of the Exchange Offer. If any tendered Old Notes are not accepted for
any reason, such unaccepted Old Notes will be returned without expense to the
tendering Holder thereof as promptly as practicable after the expiration or
termination of the Exchange Offer.
 
WITHDRAWAL RIGHTS
 
     Tenders of the Old Notes may be withdrawn by delivery of a written notice
to the Exchange Agent at its address set forth on the back cover page of this
Prospectus, at any time prior to 5:00 p.m., New York City time, on the
Expiration Date. Any such notice of withdrawal must (i) specify the name of the
person having deposited the Old Notes to be withdrawn (the "Depositor"), (ii)
identify the Old Notes to be withdrawn (including the certificate number or
numbers and principal amount of such Old Notes, as applicable), (iii) be signed
by the holder in the same manner as the original signature on the Letter of
Transmittal by which such Old Notes were tendered (including any required
signature guarantees) or be accompanied by a bond power in the name of the
person withdrawing the tender, in satisfactory form as determined by the Company
in its sole discretion, duly executed by the registered holder, with the
signature thereon Guaranteed by an Eligible Institution together with the other
documents required upon transfer by the Indenture, and (iv) specify the name in
which such Old Notes are to be re-registered, if different from the depositor,
pursuant to such documents of transfer. All questions as to the validity, form
and eligibility (including time of receipt) of such notices will be determined
by the Company, in its sole discretion. The Old Notes so withdrawn will be
deemed not to have been validly tendered for exchange for purposes of the
Exchange Offer. Any Old Notes which have been tendered for exchange but which
are withdrawn will be returned to the holder thereof without cost to such holder
as soon as practicable after withdrawal. Properly withdrawn Old Notes may be
retendered by following one of the procedures described under "-- Procedures for
Tendering Old Notes" at any time on or prior to the Expiration Date.
 
CONSEQUENCES OF FAILURE TO EXCHANGE
 
     As a result of the making of this Exchange Offer, the Company will have
fulfilled one of its obligations under the Registration Rights Agreement, and,
except as described under "-- Shelf Registration," holders of Old Notes who do
not tender their Old Notes will not have any further registration rights under
the Registration Rights Agreement or otherwise. Accordingly, any holder of Old
Notes that does not exchange that holder's Old Notes for Exchange Notes will
continue to hold the untendered Old Notes and will be entitled to all the rights
and subject to the limitations applicable thereto under the Indenture, except to
the extent such rights or limitations, by their terms, terminate or cease to
have further effectiveness as a result of the Exchange Offer.
 
     The Old Notes that are not exchanged for Exchange Notes pursuant to the
Exchange Offer will remain restricted securities. Accordingly, such Old Notes
may be resold only (i) to the Company or any subsidiary thereof, (ii) pursuant
to an effective registration statement under the Securities Act, (iii) for so
long as the Old Notes are eligible for resale pursuant to Rule 144A under the
Securities Act, to a person it reasonably believes is "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act (a
 
                                       20

<PAGE>   23
 
"QIB") that purchases for its own account or for the account of a QIB to whom
notice is given that the transfer is being made in reliance on 144A, (iv)
pursuant to offers and sales to non-U.S. persons in an "offshore transaction"
within the meaning of Regulation S under the Securities Act, (v) to an
institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) that, prior to such transfer, furnishes to the
Trustee, a signed letter containing certain representations relating to the
restrictions on transfer of the Old Notes evidenced thereby (the form of which
letter can be obtained from the Trustee) or (vi) pursuant to any other available
exemption from the registration requirements of the Securities Act, subject in
each of the foregoing cases to any requirement of law that the disposition of
its property or the property of such investor account or accounts be at all
times within its or their control and in compliance with any applicable state
securities laws.
 
     To the extent that Old Notes are tendered and accepted in the Exchange
Offer, the trading market for the untendered Old Notes could be adversely
affected.
 
THE EXCHANGE AGENT; ASSISTANCE
 
     The Bank of New York is the Exchange Agent. All tendered Old Notes,
executed Letters of Transmittal and other related documents should be directed
to the Exchange Agent. Requests for assistance and requests for additional
copies of the Prospectus, the Letter of Transmittal and other related documents
should be addressed to the Exchange Agent as follows:
 

<TABLE>
<S>                             <C>                             <C>
By Hand or Overnight Delivery:          By Facsimile:             By Registered or Certified
     The Bank of New York         (for Eligible Institutions                Mail:
      101 Barclay Street                    only)                    The Bank of New York
   Corporate Trust Services             (212) 815-6339              101 Barclay Street, 7E
            Window                 To Confirm by telephone         New York, New York 10286
         Ground Level              or for Information Call:        Attn: Carolle Montreuil
   Attn: Carolle Montreuil              (212) 815-3738              Reorganization Section
    Reorganization Section
</TABLE>

 
FEES AND EXPENSES
 
     All fees and expenses incident to the performance of or compliance with the
Registration Rights Agreement by the Company will be borne by the Company,
including, without limitation: (i) all Commission, stock exchange or National
Association of Securities Dealers, Inc. (the "NASD") registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws and compliance with the rules of the NASD
(including reasonable fees and disbursements of one firm of legal counsel for
any underwriters or Holders in connection with blue sky qualification of any of
the Exchange Notes and any filings with the NASD), (iii) all expenses of any
persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto relating to the performance of and compliance with the
Registration Rights Agreement, (iv) all rating agency fees, (v) the fees and
disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any special audits or
"cold comfort" letters required by or incident to such performance and
compliance, (vi) the fees and expenses of the Trustee, and any escrow agent or
custodian and (vii) any fees and expenses of any special experts retained by the
Company in connection with any Registration Statement, but excluding
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Old Notes by a holder.
 
     The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers, dealers or others
soliciting acceptance of the Exchange Offer. The Company, however, will pay the
Exchange Agent reasonable and customary fees for its services and will reimburse
it for its reasonable out-of-pocket expenses in connection therewith.
 
     The Company will pay all transfer taxes, if any, applicable to the exchange
of Old Notes pursuant to the Exchange Offer. If, however, a transfer tax is
imposed for any reason other than the exchange of Old Notes pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the
 
                                       21

<PAGE>   24
 
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption is not submitted
with the Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering holder.
 
ACCOUNTING TREATMENT
 
     The Exchange Notes will be recorded at the same carrying value as the Old
Notes, as reflected in the Company's accounting records on the date of the
exchange. Accordingly, no gain or loss will be recognized by the Company for
accounting purposes. The expenses of the Exchange Offer will be amortized over
the term of the Exchange Notes.
 
RESALES OF THE EXCHANGE NOTES
 
     Based on interpretation of the Securities Act by the staff of the
Commission set forth in several no-action letters to third parties, and subject
to the immediately following sentence, the Company believes that the Exchange
Notes issued pursuant to the Exchange Offer may be offered for resale, resold
and otherwise transferred by holders thereof without further compliance with the
registration and prospectus delivery provisions of the Securities Act. However,
any purchaser of Notes who is an "affiliate" of the Company or who intends to
participate in the Exchange Offer for the purpose of distributing the Exchange
Notes, or any broker-dealer who purchased the Notes from the Company to resell
pursuant to Rule 144A or any other available exemption under the Securities Act,
(i) will not be able to rely on the interpretation by the staff of the
Commission set forth in the above referenced no-action letters, (ii) will not be
able to tender the Notes in the Exchange Offer and (iii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any sale or transfer of the Notes, unless such sale or transfer
is made pursuant to an exemption from such requirements. The Company does not
intend to seek its own no-action letter, and there is no assurance that the
staff of the Commission would make a similar determination with respect to the
Exchange Notes as it has in such no action letter to third parties.
 
     Each holder of the Old Notes who wishes to exchange the Old Notes for the
Exchange Notes in the Exchange Offer will be required to make certain
representations, including that (i) it is neither an affiliate of Company nor a
broker-dealer tendering Notes acquired directly from the Company for its own
account, (ii) any Exchange Notes to be received by it shall be acquired in the
ordinary course of its business, and (iii) at the time of commencement of the
Exchange Offer, it has no arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes. In addition, in connection with any resales of Exchange
Notes, any Participating Broker-Dealer must deliver a prospectus meeting the
requirements of the Securities Act. The staff of the Commission has taken the
position that Participating Broker-Dealers may fulfill their prospectus delivery
requirements with respect to the Exchange Notes (other than a resale of an
unsold allotment from the original sale of the Notes) with this prospectus.
Under the Registration Rights Agreement, the Company is required to allow
Participating Broker-Dealers to use this prospectus in connection with the
resale of Exchange Notes received in exchange for Notes acquired by such
Participating Broker-Dealers for their own account as a result of market-making
or other trading activities. See "Plan of Distribution."
 
                                       22

<PAGE>   25
 
                                 CAPITALIZATION
 
     The following table sets forth the capitalization of the Company as of
September 30, 1998 (in millions). This table should be read in conjunction with
the consolidated financial statements of the Company, which are incorporated by
reference into this Prospectus. See "National-Oilwell, Inc. and Subsidiaries
Selected Consolidated Financial Data."
 

<TABLE>
<S>                                                            <C>
Cash and cash equivalents...................................   $ 21.5
                                                               ======
Long-term debt, including current portion
  Senior Credit Facility....................................   $ 74.7
  Notes.....................................................    150.0
          Total debt........................................    224.7
Stockholders' equity........................................    353.5
                                                               ------
          Total capitalization..............................   $578.2
                                                               ======
</TABLE>

 
     The Exchange Offer would not have any effect on the Company's
capitalization.
 
                                       23

<PAGE>   26
 
                    NATIONAL-OILWELL, INC. AND SUBSIDIARIES
                      SELECTED CONSOLIDATED FINANCIAL DATA
 
     As a result of the differing year ends of National-Oilwell and Dreco prior
to the Dreco Combination, the balance sheet and results of operations for
dissimilar year ends have been combined pursuant to pooling-of-interests
accounting. National-Oilwell's results of operations for the year ended December
31, 1997 include Dreco's results of operations for the six months ended May 31,
1997 and the six months ended December 31, 1997. Data for the year ended
December 31, 1996 includes the operations of National-Oilwell for the twelve
months ended and as of December 31, 1996 combined pursuant to
pooling-of-interests accounting with the operations of Dreco for the twelve
months ended and as of November 30, 1996. Data for the three years ended August
31, 1995 reflect the operations of Dreco only, as the operations of
National-Oilwell were acquired from a predecessor as of January 1, 1996 and, in
accordance with generally accepted accounting principles, cannot be combined.
Data for the nine months ended September 30, 1997 includes the operations of
National-Oilwell for the nine months ended and as of September 30, 1997 combined
pursuant to pooling-of-interests accounting with the operations of Dreco for the
six months ended May 31, 1997 and the three months ended and as of September 30,
1997. The unaudited consolidated financial statements of National-Oilwell
include, in the opinion of National-Oilwell's management, all adjustments,
consisting of normal recurring accruals, necessary to present fairly the results
of such periods. The data set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" incorporated by reference herein from the Company's Annual Report on
Form 10-K for the year ended December 31, 1997 and from the Company's Quarterly
Report on Form 10-Q for the three months ended June 30, 1998.
 
     The following data includes the acquisition of Phoenix as of June 1, 1998
and of RJI as of July 1, 1998.
 

<TABLE>
<CAPTION>
                                            NINE MONTHS ENDED          YEAR ENDED
                                              SEPTEMBER 30,           DECEMBER 31,          YEAR ENDED AUGUST 31,(1)
                                           --------------------   ---------------------   ----------------------------
                                             1998      1997(2)     1997(2)     1996(3)     1995      1994       1993
                                           --------    --------   ----------   --------   -------   -------    -------
                                                          (IN THOUSANDS OF U.S. DOLLARS, EXCEPT RATIOS)
<S>                                        <C>         <C>        <C>          <C>        <C>       <C>        <C>
OPERATING DATA:
Revenues.................................  $903,152    $705,719   $1,005,572   $761,816   $86,875   $79,663    $93,981
Operating income (loss) before special
  items(4)...............................   113,516      63,340       97,899     44,110    10,059    (9,253)     3,133
Operating income (loss)(4)...............   113,516      52,680       87,239     27,499    10,059    (9,253)     3,133
Income (loss) before taxes and
  extraordinary loss(5)..................   105,648      48,975       82,482     16,718    12,196    (6,709)     6,061
Income (loss) before extraordinary
  loss(5)................................    66,527      30,211       51,281     10,147     7,789    (6,682)     7,386
Net income (loss)........................    66,527      29,588       50,658      6,147     7,789    (6,682)     7,386
OTHER DATA:
Depreciation and amortization............    13,889      10,480       14,744      8,775     4,558     4,926      4,481
Capital expenditures.....................    17,858      19,462       32,605     15,166     6,435     5,932      6,167
EBITDA before special items(6)...........   127,405      73,820      112,643     52,885    14,617    (4,327)     7,614
Ratio of earnings to fixed charges(7)....      14.1x       11.7x        14.8x       2.4x     96.3x       --(7)    11.9x
Ratio of EBITDA to interest expense......      16.8x       18.3x        21.4x       4.8x    228.4x       --(6)    15.0x
BALANCE SHEET DATA:
Working capital..........................   345,665     228,484      252,137    168,897    32,992    18,292     27,725
Total assets.............................   803,781     498,102      567,511    352,518    72,355    69,323     74,047
Long-term debt, less current
  maturities.............................   223,424      67,596       61,565     39,136     1,987     1,440      2,857
Owners' equity...........................   353,506     248,800      277,688    169,016    48,957    38,690     46,626
</TABLE>

 
- ---------------
 
(1) Data for the three years ended August 31, 1995 reflect the operations of
    Dreco only, as the operations of National-Oilwell were acquired from a
    predecessor as of January 1, 1996 and, in accordance with generally accepted
    accounting principles, cannot be combined.
 
(2) In order to conform Dreco's fiscal year end to match National-Oilwell's year
    end, the results of operations for the month of June 1997 have been included
    directly in stockholders' equity. Dreco's revenues and net income were $13.4
    million and $0.9 million for the month.
 
(3) In order to conform Dreco's August 31 fiscal year end to a period within 93
    days of National-Oilwell's December 31 year end, the results of operations
    for the period from September 1, 1995 through
 
                                       24

<PAGE>   27
 
    November 30, 1995 have been included directly in stockholders' equity.
    Dreco's revenues and net income were $33.4 million and $3.2 million for such
    period.
 
(4) In September 1997, National-Oilwell recorded a $10,660,000 charge related to
    merger expenses incurred in connection with the Dreco Combination. In
    October 1996, National-Oilwell recorded $16,611,000 in charges related to
    the cancellation of management agreements and expenses related to special
    incentive plans that terminated upon the occurrence of its initial public
    offering of Common Stock.
 
(5) National-Oilwell recorded extraordinary losses of $623,000 net of income tax
    benefit of $376,000 in September 1997, and of $4,000,000 net of income tax
    benefit of $2,400,000 in October 1996, due to the write-off of deferred debt
    costs.
 
(6) EBITDA before special items means earnings before special items, interest
    expense, income taxes, depreciation and amortization. EBITDA is not intended
    to represent cash flows for the period and should not be considered in
    isolation or as a substitute for measures of performance prepared in
    accordance with generally accepted accounting principles. EBITDA is
    presented as supplemental disclosure and the Company believes it is
    frequently used to analyze companies and as a measure of a company's ability
    to service its debt.
 
(7) The ratio of earnings to fixed charges is calculated by dividing (i) income
    (loss) before income taxes and extraordinary loss plus fixed charges by (ii)
    fixed charges. Fixed charges consist of interest incurred (expensed or
    capitalized), amortization of deferred financing costs and the portion of
    rental expense which is deemed representative of interest. If the special
    charges in 1997 and 1996 were also added to earnings, the ratio of earnings
    to fixed charges would have been 16.6x and 3.8x, respectively. Additional
    income before income taxes necessary to attain a ratio of 1.0x for 1994
    would have been $6.7 million.
 
                                       25

<PAGE>   28
 
                                    BUSINESS
 
GENERAL
 
     National-Oilwell is a worldwide leader in the design, manufacture and sale
of machinery, equipment and downhole products used in oil and gas drilling and
production, as well as in the distribution to the oil and gas industry of
maintenance, repair and operating products. The Company manufactures and
assembles drilling machinery, including drawworks, mud pumps and power swivels
(also known as "top drives"), which are the major mechanical components of
drilling rigs, as well as masts, derricks, substructures and cranes. Many of
these components are designed specifically for applications in offshore,
extended reach and deep land drilling. The Company estimates that approximately
65% of the mobile offshore rig fleet and the majority of the world's larger land
rigs (2,000 horsepower and greater) manufactured in the last twenty years
utilize drawworks, mud pumps and other drilling machinery components
manufactured by National-Oilwell.
 
     As a result of the Dreco Combination, National-Oilwell expanded its
machinery and equipment capabilities and also added a business segment that
designs and manufactures drilling motors and specialized drilling tools for rent
and for sale. Drilling motors are essential components of systems for
horizontal, directional, extended reach and performance drilling. Drilling tools
include drilling jars, shock tools and other specialized products.
 
     The Company also provides distribution services through its network of
approximately 120 distribution service centers located near major drilling and
production activity worldwide, but principally in the United States and Canada.
These distribution service centers stock and sell a variety of expendable items
for oilfield applications and spare parts for National-Oilwell equipment. As oil
and gas companies and drilling contractors have refocused on their core
competencies and emphasized efficiency initiatives to reduce costs and capital
requirements, the Company's distribution services have expanded to offer
outsourcing and alliance arrangements that include comprehensive procurement,
inventory management and logistics support.
 
     The relative revenues, before eliminations, and operating income
contribution of the three segments is summarized as follows (in thousands):
 

<TABLE>
<CAPTION>
                                                     PRODUCTS AND   DOWNHOLE   DISTRIBUTION
                                                      TECHNOLOGY    PRODUCTS     SERVICES
                                                     ------------   --------   ------------
<S>                                                  <C>            <C>        <C>
Nine Months Ended September 30, 1998
  Total revenues...................................    $505,857     $48,914      $404,711
  Operating income.................................      92,652      14,718        11,157
Year Ended December 31, 1997
  Total revenues...................................    $371,841     $69,012      $630,899
  Operating income.................................      53,453      25,551        27,581
</TABLE>

 
CURRENT INDUSTRY ENVIRONMENT
 
     Drilling activity worldwide increased significantly from early 1996 through
the end of 1997, with demand for oil and gas rising and inventories
comparatively low. In addition, increased use of 3-D seismic, directional
drilling and other technologies lowered the cost of finding and developing
hydrocarbons. As a result of these industry conditions, drilling contractors
experienced improved utilization and profitability, and the resulting cash flows
enabled these contractors to replace and upgrade the aging drilling rig fleet.
During 1998, the prices of oil and gas have declined, and, as a result of lower
oil and gas prices, contracts for drilling services are generally being renewed
currently at lower day rates than experienced in late 1997.
 
                                       26

<PAGE>   29
 
     Over the last fifteen years, much of the demand for capital equipment has
been satisfied from the large surplus of equipment built during the late
seventies and early eighties. The Company believes that the surplus has been
reduced substantially over this period, especially for higher capacity equipment
for which National-Oilwell is a leading supplier. Shortages of equipment caused
orders for new equipment to increase dramatically through the end of 1997, also
causing backlog to increase. Since March 31, 1998, however, new orders received
have been less than shipments, causing backlog to decline. During the third
quarter, new orders totaled $35 million, while shipments were $112 million and
an additional $23 million of backlog orders were canceled. Based on current
uncertainties regarding the price of oil, backlog and revenues for the Company's
Products and Technology segment are expected to decrease further and will remain
under pressure until the outlook for energy improves. Each of the Company's
business segments is affected by volatility in the price of oil and gas and
other factors. See "Risk Factors."
 
                           CAPITAL EQUIPMENT BACKLOG
 
                  [DATA POINTS FOR BACKLOG AND REVENUE GRAPH]

   

<TABLE>
<CAPTION>
<S>        <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>           
           JUN-96  SEP-96  DEC-96  MAR-97  JUN-97  SEP-97  DEC-97  MAR-98  JUN-98  SEP-98 
Backlog ... 33.8    39.2    38.2    86.0   140.8    238.6   271.2   273.0   260.0   160.0
Revenue ... 41.4    36.0    34.5    32.4    35.5     55.1    62.1    67.4    85.1   112.0
</TABLE>

    
   
 
     National-Oilwell believes that reasonably anticipated demand for the
Company's capital equipment in 1998 and 1999 can be met without significant
incremental capital expenditures by the Company's continuing focus on process
improvement and through the combined capabilities available after the Dreco
Combination. Depending on the timing and nature of future orders, future
expansion may be required.
 
BUSINESS STRATEGY
 
     National-Oilwell's current business strategy is to enhance its market
positions and operating performance by:
 
          Leveraging Its Installed Base of Higher Capacity Drilling Machinery
     and Equipment. National-Oilwell believes its market position presents
     substantial opportunities to capture a significant portion of expenditures
     for the construction of new, higher capacity drilling rigs and equipment as
     well as the upgrade and refurbishment of existing drilling rigs and
     equipment. The Company believes the advanced age of the existing fleet of
     drilling rigs, coupled with increasing drilling activity involving greater
     depths and extended reach, will generate demand for new equipment,
     especially in the higher capacity end of the market. National-Oilwell's
     larger drawworks, mud pumps and power swivels provide, in many cases, the
     largest capacities currently available in the industry.
 
          Expanding Its Downhole Products Business. National-Oilwell believes
     that the strengthened marketing and distribution capabilities resulting
     from the Dreco Combination provide an opportunity for
 
                                       27

<PAGE>   30
 
     growth in the rental and sale of high-performance drilling motors and
     downhole tools, especially for use in directional, horizontal, extended
     reach and other value-added drilling applications.
 
          Building on Distribution Strengths and Alliance/Outsourcing Trends. As
     a result of efficiency initiatives, oil and gas companies and drilling
     contractors are frequently seeking alliances with suppliers, manufacturers
     and service providers, or outsourcing their procurement, inventory
     management and logistics requirements for equipment and supplies in order
     to achieve cost and capital improvements. National-Oilwell believes that it
     is well-positioned to provide these services as a result of its (i) large
     and geographically diverse network of distribution service centers in major
     oil and gas producing areas in the United States and Canada, (ii)
     purchasing leverage due to the volume of products sold, (iii) breadth of
     available product lines and (iv) integrated information and process systems
     that enhance procurement, inventory management and logistics activities. In
     addition, the strategic integration of National-Oilwell's distribution
     expertise, extensive distribution network and growing base of customer
     alliances may provide an increased opportunity for cost-effective marketing
     of National-Oilwell's manufactured parts and equipment.
 
          Continuing to Make Acquisitions that Enhance Its Product
     Line. National-Oilwell believes that the oilfield service and equipment
     industry will continue to experience consolidation as businesses seek to
     align themselves with other market participants in order to gain access to
     broader markets and become affiliated with integrated product offerings,
     and National-Oilwell plans to participate in this trend. During 1997, the
     Company made three acquisitions, including the Dreco Combination, which
     have enabled the Company to provide a more complete rig package to its
     customers. To date in 1998 the Company has completed the acquisitions of
     Speciality Tools Ltd., a company that designs and engineers downhole tools
     for thru-tubing applications, Versatech International Ltd., a company
     engaged in the manufacture of coiled tubing tools and equipment, Phoenix
     and RJI.
 
OPERATIONS
 
  Products and Technology
 
     National-Oilwell designs, manufactures and sells the major mechanical
components for both land and offshore drilling rigs, as well as complete land
drilling and well servicing rigs. The major mechanical components include
drawworks, mud pumps, power swivels, SCR houses, traveling equipment and rotary
tables. These are the major components involved in the primary functions of
drilling oil and gas wells, which consist of pumping fluids and hoisting,
supporting and rotating the drill string. Many of these components are designed
specifically for applications in offshore, extended reach and deep land
drilling. This equipment is installed on new rigs and used in the upgrade,
refurbishment and repair of existing rigs.
 
     While offering a complete line of conventional rigs, National-Oilwell has
extensive experience in providing rig designs to satisfy requirements for harsh
or specialized environments. Such products include North Slope of Alaska and
Arctic drilling and well servicing rigs, highly mobile drilling and well
servicing rigs for jungle and desert use, modular well servicing rigs for
offshore platforms and modular drilling facilities for North Sea platforms.
Masts, derricks and substructures are made for use on land rigs and on fixed and
mobile offshore platforms and are suitable for drilling to maximum depths up to
more than 30,000 feet. Other products include pedestal cranes, reciprocating and
centrifugal pumps and fluid end expendables for all major manufacturers' pumps.
National-Oilwell's business includes the sale of replacement parts for its own
manufactured machinery and equipment.
 
  Downhole Products
 
     National-Oilwell designs and manufactures drilling motors and specialized
drilling tools for rent and sale. Rentals generally involve products that are
not economical for a customer to own or maintain because of the broad range of
equipment required for the diverse hole size and depths encountered in drilling
for oil and gas. Sales generally involve products that require infrequent
service, are disposable or are sold in countries where National-Oilwell does not
provide repair and maintenance services.
 
                                       28

<PAGE>   31
 
     National-Oilwell's drilling motors are devices placed between the drill
string and the drill bit to cause the bit to rotate without necessarily rotating
the drill string. Drilling motors are essential components in systems for
horizontal, directional, extended reach and performance drilling.
National-Oilwell often rents its drilling motors, retaining control over the
servicing and maintenance function so as to preserve their operating
reliability. National-Oilwell is continuing to enhance and broaden the range of
its drilling motors by, among other things, widening the size range offered,
reducing the initial cost and ongoing repair and maintenance cost, and
developing alternative designs of motor bearing assembly sealing systems and
speed reduction systems.
 
     National-Oilwell manufactures hydraulic-mechanical and mechanical drilling
jars and shock tools. Drilling jars are used to assist in releasing a drill
string that becomes stuck in a well bore. A shock tool is a downhole shock
absorber that is placed low in the drill string and is intended to extend bit
life, reduce drill string failures and reduce damage to the drilling rig.
National-Oilwell also manufactures and rents or sells fishing jars, bumper subs,
reamers, stabilizers and kelly and tubing safety valves.
 
  Distribution Services
 
     National-Oilwell provides distribution services through its network of
approximately 120 distribution service centers located near major drilling and
production activity worldwide, but principally in the United States and Canada.
These distribution service centers stock and sell a variety of expendable items
for oilfield applications and spare parts for National-Oilwell equipment. As oil
and gas companies and drilling contractors have refocused on their core
competencies and emphasized efficiency initiatives to reduce costs and capital
requirements, National-Oilwell's distribution services have expanded to offer
outsourcing and alliance arrangements that include comprehensive procurement,
inventory management and logistics support. In addition, management believes
that National-Oilwell has a competitive advantage in the distribution services
business by distributing market-leading products manufactured by its Products
and Technology business.
 
     The supplies and equipment stocked by National-Oilwell's distribution
service centers vary by location. Each distribution point generally offers a
large line of oilfield products including valves, fittings, flanges, spare parts
for oilfield equipment and miscellaneous expendable items. Most drilling
contractors and oil and gas companies typically buy such supplies and equipment
pursuant to non-exclusive contracts, which normally specify a discount from
National-Oilwell's list price for each product or product category.
 
     National-Oilwell's tubular business is focused on the procurement,
inventory management and delivery of oil country tubular goods manufactured by
third parties. Tubular goods primarily consist of well casing and production
tubing used in the drilling, completion and production of oil and gas wells.
Well casing is used to line the walls of a well bore to provide structural
support. Production tubing provides the conduit through which the oil or gas
will be brought to the surface upon completion of the well. Substantially all of
National-Oilwell's sales of tubular goods are made through National-Oilwell's
direct sales force and have historically been concentrated in North America.
 
     Strategic alliances constitute a growing percentage of National-Oilwell's
business and differ from standard agreements for supplies and equipment in that
National-Oilwell becomes the customer's primary supplier of those items. In
certain cases, National-Oilwell has assumed responsibility for procurement,
inventory management and product delivery for the customer, occasionally by
working directly out of the customer's facilities.
 
MARKETING
 
     Substantially all of National-Oilwell's drilling machinery, equipment and
spare parts sales, and a large portion of National-Oilwell's smaller pumps and
parts sales, are made through National-Oilwell's direct sales force and through
National-Oilwell's distribution service centers. Sales to foreign state-owned
oil companies are typically made in conjunction with agent or representative
arrangements. Distribution sales are made through the Company's network of
distribution service centers. National-Oilwell's downhole products are rented in
Canada and Venezuela and marketed worldwide through its own sales force and
through commission representatives. Customers for all of National-Oilwell's
products and services include drilling and other service
                                       29

<PAGE>   32
 
contractors, exploration and production companies, supply companies and
nationally owned or controlled drilling and production companies.
 
COMPETITION
 
     The oilfield services and equipment industry is highly competitive, and
National-Oilwell's revenues and earnings can be affected by price changes,
introduction of new technologies and products and improved availability and
delivery. National-Oilwell competes in one or more of its segments with a large
number of companies. See "Risk Factors -- Highly Competitive Industry."
 
MANUFACTURING AND BACKLOG
 
     National-Oilwell has numerous principal manufacturing facilities located in
the United States and Canada. National-Oilwell also outsources the manufacture
of parts or purchases components from qualified subcontractors. The Company's
manufacturing operations require a variety of components, parts and raw
materials which National-Oilwell purchases from multiple commercial sources.
National-Oilwell has not experienced and does not expect any significant delays
in obtaining deliveries of essential components, parts or raw materials.
 
     Sales of National-Oilwell's products are made on the basis of written
orders and oral commitments. The Company's backlog for equipment at September
30, 1998 was $160 million as compared to $239 million at September 30, 1997. The
level of backlog at any particular time is not necessarily indicative of the
future operating performance of the Company, and orders may be changed at any
time. The level of backlog can be affected by volatility in the price of oil and
gas and other factors. See "-- Current Industry Environment" and "Risk Factors."
 
DISTRIBUTION SUPPLIERS
 
     National-Oilwell obtains products sold by its Distribution Services
business from a number of suppliers, including its own Products and Technology
segment. National-Oilwell does not believe that any one supplier of products is
material to National-Oilwell. For the year ended December 31, 1997,
National-Oilwell purchased approximately one third of its tubular requirements
pursuant to a distribution agreement with the U.S. Steel Group of USX
Corporation, and its remaining requirements from various suppliers. National-
Oilwell has not experienced and does not foresee experiencing a shortage in
products or tubular goods sold by the Company.
 
ENGINEERING
 
     National-Oilwell maintains a staff of engineers and technicians to (i)
design and test new products, components and systems for use in drilling and
pumping applications, (ii) enhance the capabilities of existing products and
(iii) assist National-Oilwell's sales organization and customers with special
projects. National-Oilwell's product engineering efforts focus on developing
technology to improve the economics and safety of drilling and pumping
processes. National-Oilwell has recently developed a 1,000-ton capacity power
swivel to complement its lower capacity models, and has also introduced a 7,800
horsepower heave compensating drawworks and dual derrick systems to increase
customer efficiencies on deep water drilling rigs at extended depths and during
horizontal drilling.
 
PATENTS AND TRADEMARKS
 
     National-Oilwell owns or has a license to use a number of patents covering
a variety of products. Although in the aggregate these patents are of
importance, National-Oilwell does not consider any single patent to be of a
critical or essential nature. In general, National-Oilwell depends on
technological capabilities, quality products and application of its expertise
rather than patented technology in the conduct of its business. The Company
enjoys significant product name-brand recognition, principally through its
NATIONAL-OILWELL(R), DRECO(R), ROSS HILL, TRUDRIL(R), VECTOR(R), GRIFFITH(R) and
MISSION-FLUID KING(R) trade names.
                                       30

<PAGE>   33
 
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
     Set forth below are the names, ages as of December 1, 1998 and position
with the Company of the directors and executive officers of National-Oilwell.
The Certificate of Incorporation of National-Oilwell currently classifies the
board of directors into three classes having staggered terms of three years
each. The periods shown for service as an employee of National-Oilwell include
service as an employee of its predecessor partnership and of Dreco.
 

<TABLE>
<CAPTION>
                                                                                     DIRECTOR'S
                                                                                        TERM
                NAME                   AGE         POSITION WITH THE COMPANY          EXPIRING
                ----                   ---         -------------------------         ----------
<S>                                    <C>   <C>                                     <C>
Joel V. Staff(1).....................  54    Chairman of the Board, President and       1999
                                               Chief Executive Officer
James J. Fasnacht....................  43    Vice President and Group President,          --
                                               Distribution Services
W. Douglas Frame.....................  56    Vice President and Group President,          --
                                               Downhole Products
Jerry N. Gauche......................  50    Vice President -- Organizational             --
                                               Effectiveness
Steven W. Krablin....................  48    Vice President and Chief Financial           --
                                             Officer
Richard L. Lionberger................  48    Vice President, General Counsel and          --
                                               Secretary
Merrill A. Miller, Jr................  48    Vice President and Group President,          --
                                               Products and Technology
Frederick W. Pheasey.................  56    Executive Vice President and Director      2001
Howard I. Bull(2)(3).................  58    Director                                   2001
James C. Comis III...................  34    Director                                   2001
James T. Dresher(2)(3)...............  79    Director                                   2000
W. McComb Dunwoody(1)................  53    Director                                   1999
William E. Macaulay(1)...............  53    Director                                   1999
Bruce M. Rothstein...................  46    Director                                   2000
</TABLE>

 
- ---------------
 
(1) Member of Executive Committee.
 
(2) Member of Audit Committee.
 
(3) Member of Compensation Committee.
 
     Joel V. Staff has served as the President and Chief Executive Officer of
National-Oilwell since July 1993 and Chairman of the Board since January 1996.
Prior to joining National-Oilwell, Mr. Staff served as a Senior Vice President
of Baker Hughes Incorporated, a worldwide diversified oil services company, from
October 1983 to May 1993. Mr. Staff also serves as a director of Denali
Incorporated, a provider of products and services for handling critical fluids.
 
     James J. Fasnacht has served as Vice President since November 1993, as
Group President, Distribution Services since April 1997, as General Manager of
Pumping Systems from November 1993 to April 1997 and in various other capacities
since joining National-Oilwell in 1979.
 
     W. Douglas Frame has served as Vice President and Group President, Downhole
Products since September 1997. Prior thereto, Mr. Frame, who joined Dreco in
1978, served in various capacities in both the drilling equipment and downhole
products groups.
 
                                       31

<PAGE>   34
 
     Jerry N. Gauche has served as Vice President -- Organizational
Effectiveness since joining National-Oilwell in January 1994. Prior thereto, Mr.
Gauche was employed by BP Exploration, Inc., an oil and gas exploration and
production company, where he served as General Manager of Central Services from
January 1990 to September 1992 and Director of Public Affairs and Executive
Coordination from May 1988 to December 1989. From October 1992 to January 1994,
Mr. Gauche was self-employed managing his personal investments.
 
     Steven W. Krablin has served as Vice President and Chief Financial Officer
since January 1996. Mr. Krablin served in various capacities including Vice
President -- Finance and Chief Financial Officer of Enterra Corporation, an
international oilfield service company, from November 1986 to January 1996.
 
     Richard L. Lionberger has served as Vice President, General Counsel and
Secretary of the Company since June 1998. Prior thereto Mr. Lionberger was Vice
President, General Counsel and Secretary of Diamond Offshore Drilling, Inc., a
drilling contractor from February 1992 to June 1998.
 
     Merrill A. Miller, Jr. has served as Vice President since July 1996, as
Group President, Products and Technology since April 1997, as General Manager of
Drilling Systems from July 1996 to April 1997 and as Vice President of
Marketing, Drilling Systems from February 1996 to July 1996. Prior thereto, Mr.
Miller was President of Anadarko Drilling Company, a drilling contractor, from
January 1995 to February 1996. From May 1980 to January 1995, Mr. Miller served
in various capacities including Vice President/U.S. Operations of Helmerich &
Payne International Drilling Co., a drilling contractor.
 
     Frederick W. Pheasey has served as Executive Vice President and director of
National-Oilwell since September 1997. He was a co-founder of Dreco and served
in various executive capacities with Dreco and its predecessors from 1972 to
September 1997, most recently as its Chairman.
 
     Howard I. Bull has served as a Director of National-Oilwell since January
1996. Mr. Bull was President, Chief Executive Officer and a director of Dal-Tile
International, Inc., a manufacturer and distributor of tile, from April 1994
until his retirement in June 1997. Prior thereto, Mr. Bull served at York
International Corporation, a worldwide manufacturer and distributor of air
conditioner and refrigeration equipment, as President of its Applied Systems
Division and Air Conditioning Business Group. Mr. Bull also serves as a director
of Marine Drilling Companies, Inc., an offshore drilling contractor. Mr. Bull
has an interest in one of the funds managed by Inverness/Phoenix LLC, a
principal stockholder of the Company.
 
     James C. Comis III has served as a Director of National-Oilwell since
January 1996. He is a Managing Director of Inverness Management LLC. Through
Inverness Management LLC and its affiliates, Mr. Comis has been engaged in
sponsoring and investing in private equity transactions since 1990.
Additionally, Mr. Comis has served as Managing Director of Inverness/Phoenix LLC
since 1994. Inverness/Phoenix LLC is a principal stockholder of the Company.
 
     James T. Dresher has served as a Director of National-Oilwell since January
1996. Mr. Dresher was Chairman/Chief Executive Officer and principal owner of
Unidata, Inc., a Denver-based software company, from December 1991 until
February 1998 and has been Chairman and owner of Glenangus, a residential real
estate development company, since 1972. Mr. Dresher serves as a director of
Ardent Software, Inc., a data management company. Mr. Dresher has an interest in
one of the funds managed by Inverness/Phoenix LLC, a principal stockholder of
the Company.
 
     W. McComb Dunwoody has served as a Director of National-Oilwell and
Chairman of its Executive Committee since January 1996. He is a Managing
Director of Inverness Management LLC. Through Inverness Management LLC and its
affiliates, Mr. Dunwoody has been engaged in sponsoring and investing in private
equity transactions since 1981. Additionally, Mr. Dunwoody has served as
President and Chief Executive Officer of Inverness/Phoenix LLC since 1994 and
has been Chief Executive Officer of The Inverness Group Incorporated since 1981.
Inverness/Phoenix LLC is a principal stockholder of the Company.
 
     William E. Macaulay has served as a Director of National-Oilwell since
January 1996. He has been the President and Chief Executive Officer of First
Reserve Corporation, a corporate manager of private investments focusing on the
energy and energy-related sectors, since 1983. First Reserve Corporation is a
 
                                       32

<PAGE>   35
 
principal stockholder of the Company. Mr. Macaulay serves as a director of
Weatherford International, Inc., an oilfield service company, Maverick Tube
Corporation, a manufacturer of steel pipe and casing, TransMontaigne Oil
Company, an oil products distribution and refining company, Cal Dive
International, Inc., a provider of subsea services in the Gulf of Mexico, Range
Resources Corporation, an oil and gas exploration company, and Entech
Industries, Inc., a manufacturer of high-end valves used principally in sub-sea
gathering systems. Mr. Macaulay formerly served as a director of Phoenix, which
was acquired by the Company on June 2, 1998.
 
     Bruce M. Rothstein has served as a Director of National-Oilwell since May
1996. Mr. Rothstein is a Managing Director of First Reserve Corporation, which
he joined in 1991. First Reserve Corporation is a principal stockholder of the
Company. Mr. Rothstein serves as a director of Anker Coal Group, Inc., a
producer and marketer of coal, and Entech Industries, Inc., a manufacturer of
high-end valves used principally in sub-sea gathering systems.
 
                                       33

<PAGE>   36
 
                         DESCRIPTION OF CREDIT FACILITY
 
     The Company and its subsidiaries maintain a Loan Agreement dated as of
September 25, 1997, as amended (as so amended, the "Credit Facility") with a
group of lenders (the "Lenders") for which Chase Manhattan Bank of Texas, N.A.
and Wells Fargo Bank (Texas), National Association act as U.S. Agent and U.S.
Co-agent, respectively, and Chase Manhattan Bank of Canada and The Bank of Nova
Scotia act as Canadian Agent and Canadian Co-agent, respectively. The
information set forth herein relating to the Credit Facility is qualified in its
entirety to the complete text of the Credit Facility, the form of which is filed
as exhibits to the filings of the Company under the Exchange Act incorporated by
reference into the Registration Statement of which this Prospectus is a part.
Certain capitalized terms used in this description have the meanings specified
in the Credit Facility.
 
     The Credit Facility provides for borrowings and other extensions of credit
to certain U.S. subsidiaries of up to $100,000,000 and for borrowings and other
extensions of credit to certain Canadian subsidiaries of up to $25,000,000. The
borrowings are unsecured, and the Company is solely liable in respect of the
U.S. borrowings and is a guarantor in respect of Canadian borrowings. No
Canadian borrowings are presently outstanding.
 
     The Credit Facility has a term that expires on September 30, 2002. The
borrowings are on a revolving credit basis and may be repaid and reborrowed at
the option of the Company. Loans to the Company's Canadian subsidiaries may be
made in U.S. dollars or Canadian dollars, at the option of the Company.
 
     Loans denominated in U.S. dollars bear interest at the prime rate of
interest of the U.S. Agent or, at the option of the Company, at the London
interbank offered rate plus a margin between 0.375% and 0.625% per annum,
depending on the Company's Debt to Capitalization Ratio determined in accordance
with the Credit Facility. Currently the margin is 0.625%. Borrowings denominated
in Canadian dollars bear interest at the greater of the prime rate of the
Canadian Agent or the CDOR Rate plus 1%.
 
     The Credit Facility contains covenants that restrict, among other things,
the Company's and its subsidiaries' ability to:
 
     - incur or permit to exist indebtedness for borrowed money or guarantees or
       other contingent liabilities;
 
     - incur liens upon the property of the Company and its subsidiaries;
 
     - enter into certain mergers or consolidations or dispose of assets;
 
     - acquire shares of capital stock or make any distribution on shares of
       capital stock or other equity interests;
 
     - change the nature of its business or enter into a substantially different
       business;
 
     - engage in certain transactions with any affiliates;
 
     - make loans, advances or other investments in any person except certain
       Permitted Investments; and
 
     - make acquisitions in which the aggregate consideration payable exceeds
       $50,000,000.
 
     The Company is also required to meet certain financial tests, including:
 
     - maintain Tangible Net Worth equal to at least 85% of the Tangible Net
       Worth as of September 30, 1997, increased by 50% of the net income in
       each quarter thereafter and by the net proceeds realized from the
       issuance of equity securities;
 
     - maintain a ratio of indebtedness for borrowed money to total
       capitalization not greater than 45% at the end of each quarter; and
 
     - maintain for each 12-month period a ratio of (i) earnings before
       interest, taxes, depreciation and amortization minus capital expenditures
       to (ii) cash interest expense of not less than 3.00 to 1.00.
 
The Company is currently in compliance with all of the foregoing financial
tests.
 
                                       34

<PAGE>   37
 
     Events of Default under the Credit Facility include, among other things:
 
     - failure to pay principal when due or failure to pay interest when due
       that continues unremedied for a period of five days;
 
     - payment default under other obligations for borrowed money in the
       outstanding principal amount of at least $3,000,000 which continues
       beyond any applicable grace period or another default on any such
       indebtedness which results in or permits the acceleration of such
       indebtedness;
 
     - material inaccuracy of any representation or warranty or noncompliance
       with or breach of covenants in the Credit Facility and related documents;
 
     - certain events of bankruptcy or insolvency involving the Company or
       certain of its subsidiaries; and
 
     - a Change in Control of the Company.
 
Upon the occurrence of an Event of Default, the Lenders may terminate their
commitments under the Credit Facility, accelerate the indebtedness payable
thereunder and exercise any other remedies available at law or in equity.
 
                                       35

<PAGE>   38
 
                         DESCRIPTION OF EXCHANGE NOTES
 
     The Old Notes were issued under the Indenture, in a transaction not subject
to the registration requirements of the Securities Act. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (the "Trust Indenture Act"). The
Notes are subject to all such terms, and Holders of the Notes are referred to
the Indenture and the Trust Indenture Act for a statement thereof. The following
summary of certain provisions of the Notes and the Indenture does not purport to
be complete and is subject, and is qualified in its entirety by reference, to
all of the provisions of the Notes and the Indenture, including the definitions
therein of certain terms used below. The Indenture provides for the issuance
thereunder of the Exchange Notes. If the Exchange Offer is completed but some
Old Notes are not exchanged for Exchange Notes, such Old Notes and the Exchange
Notes will constitute a single series for all purposes of the Indenture.
References in this summary to the Notes include the Old Notes and the Exchange
Notes unless the context otherwise requires. Copies of the forms of the
Indenture and the Registration Rights Agreement are available as set forth under
"Available Information."
 
GENERAL
 
     The Notes are in the aggregate principal amount of $150,000,000 and will
mature on July 1, 2005. The Notes bear interest at the rate per annum of 6 7/8%,
payable semiannually on January 1 and July 1 of each year, commencing January 1,
1999, to the Person in whose name the Note (or any predecessor Note) is
registered at the close of business on the preceding December 15 or June 15, as
the case may be. The Notes are subject to redemption prior to maturity as
described under "-- Redemption."
 
     The Notes are senior unsecured obligations of the Company and rank pari
passu in right of payment with all other unsecured and unsubordinated
indebtedness of the Company. The Indenture does not limit the Company's ability
to incur additional indebtedness.
 
     The Company is a holding company, conducting essentially all of its
business through subsidiaries, and the Indenture does not restrict the
incurrence of debt by such subsidiaries. The Notes are effectively subordinated
to all obligations of such subsidiaries. Consequently, the rights of the Company
to receive assets of any subsidiary (and thus the ability of holders of Notes to
benefit indirectly from such assets) are subject to the prior claims of
creditors of that subsidiary.
 
REDEMPTION
 
     The Notes are redeemable, at the option of the Company, at any time in
whole or from time to time in part, upon not less than 30 and not more than 60
days' notice as provided in the Indenture, on any date prior to maturity (the
"Redemption Date") at a price (the "Redemption Price") equal to 100% of the
principal amount thereof plus accrued interest to the Redemption Date (subject
to the right of holders of record on the relevant record date to receive
interest due on an interest payment date that is on or prior to the Redemption
Date) plus a Make-Whole Premium, if any. In no event will the Redemption Price
ever be less than 100% of the principal amount of the Notes plus accrued
interest to the Redemption Date.
 
     The amount of the Make-Whole Premium with respect to any Note (or portion
thereof) to be redeemed will be equal to the excess, if any, of the sum of the
present values, calculated as of the Redemption Date, of: (i) each interest
payment that, but for such redemption, would have been payable on the Note (or
portion thereof) being redeemed on each Interest Payment Date occurring after
the Redemption Date (excluding any accrued interest for the period prior to the
Redemption Date); plus (ii) the principal amount that, but for such redemption,
would have been payable at the final maturity of the Note (or portion thereof)
being redeemed; over the principal amount of the Note (or portion thereof) being
redeemed.
 
     The present values of interest and principal payments referred to above
will be determined in accordance with generally accepted principles of financial
analysis. Such present values will be calculated by discounting the amount of
each payment of interest or principal from the date that each such payment would
have been
 
                                       36

<PAGE>   39
 
payable, but for the redemption, to the Redemption Date at a discount rate equal
to the Treasury Yield (as defined below) plus 20 basis points.
 
     The Make-Whole Premium will be calculated by an independent investment
banking institution of national standing appointed by the Company; provided,
that if the Company fails to make such appointment at least 45 days prior to the
Redemption Date, or if the institution so appointed is unwilling or unable to
make such calculation, such calculation will be made by Merrill Lynch & Co. or
if such firm is unwilling or unable to make such calculation, by an independent
investment banking institution of national standing appointed by the Trustee (in
any such case, an "Independent Investment Banker").
 
     For purposes of determining the Make-Whole Premium, "Treasury Yield" means
a rate of interest per annum equal to the weekly average yield to maturity of
United States Treasury Notes that have a constant maturity that corresponds to
the remaining term to maturity of the Notes, calculated to the nearest 1/12th of
a year (the "Remaining Term"). The Treasury Yield will be determined as of the
third business day immediately preceding the applicable Redemption Date.
 
     The weekly average yields of United States Treasury Notes will be
determined by reference to the most recent statistical release published by the
Federal Reserve Bank of New York and designated "H.15(519) Selected Interest
Rates" or any successor release (the "H.15 Statistical Release"). If the H.15
Statistical Release sets forth a weekly average yield for United States Treasury
Notes having a constant maturity that is the same as the Remaining Term, then
the Treasury Yield will be equal to such weekly average yield. In all other
cases, the Treasury Yield will be calculated by interpolation, on a
straight-line basis, between the weekly average yields on the United States
Treasury Notes that have a constant maturity closest to and greater than the
Remaining Term and the United States Treasury Notes that have a constant
maturity closest to and less than the Remaining Term (in each case as set forth
in the H.15 Statistical Release). Any weekly average yields as calculated by
interpolation will be rounded to the nearest 1/100th of 1%, with any figure of
1/200% or above being rounded upward. If weekly average yields for United States
Treasury Notes are not available in the H.15 Statistical Release or otherwise,
then the Treasury Yield will be calculated by interpolation of comparable rates
selected by the Independent Investment Banker.
 
     If less than all of the Notes are to be redeemed, the Trustee will select
the Notes to be redeemed by such method as the Trustee shall deem fair and
appropriate. The Trustee may select for redemption Notes and portions of Notes
in amounts equal to whole multiples of $1,000.
 
CERTAIN DEFINITIONS
 
     The following definitions are applicable to the discussion of the
Indenture:
 
     "Consolidated Net Tangible Assets" means the aggregate amount of assets
included on a consolidated balance sheet of the Company, less applicable
reserves and other properly deductible items and after deducting therefrom (a)
all current liabilities (other than liabilities that, by their terms, are
extendable or renewable at the option of the obligor to a date that is 12 months
or more after the date on which such current liabilities are determined) and (b)
all goodwill, trade names, trademarks, patents, copyrights, unamortized debt
discount and expense and other like intangibles, all in accordance with
generally accepted accounting principles consistently applied.
 
     "Lien" means, with respect to any property or asset, any mortgage, pledge,
lien, encumbrance, charge or security interest of any kind in respect of such
property or asset, whether or not filed, recorded or otherwise perfected under
applicable law, but excluding agreements to refrain from granting Liens.
 
     "Permitted Liens" means (a) certain purchase money Liens, (b) statutory
liens or landlords', carriers', warehouseman's, mechanics', suppliers',
materialmen's, repairmen's or other similar Liens arising in the ordinary course
of business and with respect to amounts not yet delinquent or being contested in
good faith by appropriate proceedings, (c) Liens existing on property at the
time of acquisition by the Company or a Restricted Subsidiary, (d) Liens on the
property or on the outstanding shares or indebtedness of any Person at the time
it becomes a Restricted Subsidiary, (e) Liens on property of a Person existing
at the time such Person is merged or consolidated with the Company or a
Restricted Subsidiary, (f) Liens in favor of
                                       37

<PAGE>   40
 
governmental bodies to secure certain progress or advance payments, (g) Liens
existing on property owned by the Company or any of its Subsidiaries on the date
of the Indenture or provided for pursuant to agreements existing on the date of
the Indenture, (h) Liens created pursuant to the creation of trusts or other
arrangements funded solely with cash or securities of the type customarily
subject to such arrangements in customary financial practice with respect to
long-term or medium-term indebtedness for borrowed money, the sole purpose of
which is to make provision for the retirement or defeasance, without prepayment
of indebtedness or (i) any extensions, renewals or replacements in whole or in
part of a Lien enumerated in clauses (a) through (h) above.
 
     "Person" means (a) any form of business entity, association, grouping,
trust or other form now or hereafter permitted by the laws of any state of the
United States of America or any foreign government or utilized by businesses in
the conduct of their activities and (b) a natural person, as the context may
require.
 
     "Principal Property" means any real property, manufacturing plant, office
building, warehouse or other physical facility, or any other like depreciable
asset of the Company or of any Restricted Subsidiary, whether owned at the date
of the Indenture or thereafter acquired that in the opinion of the Board of
Directors of the Company is of material importance to the total business
conducted by the Company and its Restricted Subsidiaries, as a whole; provided,
however, that any such property shall not be deemed a Principal Property if such
property does not have a fair value in excess of 5% of the total assets included
on a consolidated balance sheet of the Company and its Restricted Subsidiaries
prepared in accordance with generally accepted accounting principles
consistently applied.
 
     "Restricted Subsidiary" means (a) any currently existing Subsidiary whose
principal assets and business are located in the United States or Canada and (b)
any Subsidiary that is designated by the Company to be a Restricted Subsidiary.
 
     "Sale and Leaseback Transaction" means the sale or transfer by the Company
or a Restricted Subsidiary of any Principal Property owned by it with the
intention of taking back a lease on such property.
 
     "Secured Debt" means indebtedness for money borrowed by the Company or a
Restricted Subsidiary, and any other indebtedness of the Company or a Restricted
Subsidiary, on which interest is paid or payable (other than indebtedness owed
by a Restricted Subsidiary to the Company, by a Restricted Subsidiary to another
Restricted Subsidiary or by the Company to a Restricted Subsidiary), that in any
such case is secured by (a) any Lien on any Principal Property of the Company or
a Restricted Subsidiary or (b) a Lien on any shares of stock or indebtedness of
a Restricted Subsidiary that owns a Principal Property. The amount of Secured
Debt at any time outstanding shall be the amount then owing thereon by the
Company or a Restricted Subsidiary.
 
     "Subsidiary" means, with respect to any Person, (a) any corporation of
which the Company, or the Company and one or more Subsidiaries, or any one or
more Subsidiaries, directly or indirectly own voting securities entitling any
one or more of the Company and its Subsidiaries to elect a majority of the
directors, either at all times, or so long as there is no default or contingency
which permits the holders of any other class or classes of securities to vote
for the election of one or more directors, (b) any partnership of which the
Company, or the Company and one or more of its Subsidiaries, or any one or more
Subsidiaries, is at the date of determination, a general or limited partner of
such partnership, but only if the Company and its Subsidiaries are entitled to
receive more than 50% of the assets of such partnership upon dissolution or more
than 50% of the profits of such partnership, or (c) any other Person (other than
a corporation or partnership) in which the Company, or the Company and one or
more Subsidiaries, or any one or more Subsidiaries, directly or indirectly, at
the date of determination thereof, has (x) at least a majority ownership
interest or (y) the power to elect or direct the election of a majority of the
directors or other governing body of such Person.
 
LIMITATION ON LIENS
 
     The Indenture provides that the Company will not, nor will it permit any
Restricted Subsidiary to, create, incur, issue, assume or guarantee any Secured
Debt without making effective provision whereby the Notes and any other
indebtedness of or guaranteed by the Company or any such Restricted Subsidiary
then entitled
 
                                       38

<PAGE>   41
 
thereto, subject to applicable priorities of payment, shall be secured by such
Lien equally and ratably with any and all other obligations and indebtedness
thereby secured, so long as any such other obligations and indebtedness shall be
so secured; provided, that if any such Lien securing such Secured Debt ceases to
exist, such equal and ratable security for the benefit of the holders of Notes
shall automatically cease to exist without any further action; provided,
further, that if such Secured Debt is expressly subordinated to the Notes, the
Lien securing such subordinated Secured Debt shall be subordinate and junior to
the Lien securing the Notes with the same relative priority as such Secured Debt
shall have with respect to the Notes. The foregoing provisions do not apply to
Secured Debt that is secured by Permitted Liens.
 
     Notwithstanding the foregoing restrictions, the Company and its Restricted
Subsidiaries may, without equally and ratably securing the Notes, create, incur,
issue, assume or guarantee Secured Debt not otherwise permitted or excepted if
the sum of (a) the amount of such Secured Debt plus (b) the aggregate value of
Sale and Leaseback Transactions (subject to certain exceptions described below),
does not exceed 10% of Consolidated Net Tangible Assets (as shown in the
quarterly consolidated balance sheet of the Company most recently published
prior to the date of such creation, incurrence, issuance, assumption or
guarantee).
 
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
 
     The Indenture provides that the Company will not, nor will it permit any
Restricted Subsidiary to, engage in a Sale and Leaseback Transaction, unless:
(a) such Sale and Leaseback Transaction occurs within one year from the date of
completion of the acquisition of the Principal Property subject thereto or the
date of the completion of construction, development or substantial repair or
improvement, or commencement of full operations, on such Principal Property,
whichever is later, (b) the Sale and Leaseback Transaction involves a lease for
a period, including renewals, of not more than three years, (c) the Company or
such Restricted Subsidiary would be entitled to incur Secured Debt secured by a
Lien on the Principal Property subject thereto in a principal amount equal to or
exceeding the net sale proceeds from such Sale and Leaseback Transaction without
equally and ratably securing the Notes pursuant to the above covenant entitled
"Limitation on Liens," or (d) the Company or such Restricted Subsidiary, within
a one-year period after such Sale and Leaseback Transaction, applies or causes
to be applied an amount not less than the net sale proceeds from such Sale and
Leaseback Transaction to (i) the redemption of Notes or the prepayment,
repayment, reduction or retirement of any indebtedness of the Company or any of
its Subsidiaries that ranks pari passu with the Notes or (ii) the expenditure or
expenditures for Principal Property used or to be used in the ordinary course of
business of the Company or any Restricted Subsidiary.
 
     Notwithstanding the foregoing, under the Indenture, the Company may, and
may permit each of its Restricted Subsidiaries to, effect any Sale and Leaseback
Transaction that is not excepted by clauses (a) through (d) (inclusive) of the
above paragraph, provided that, after giving effect thereto and the application
of proceeds, if any, received by the Company or any Restricted Subsidiary as a
result thereof, the net sale proceeds from such Sale and Leaseback Transaction,
together with the aggregate principal amount of all Secured Debt then
outstanding (other than the Notes) secured by Liens upon Principal Property that
are not Permitted Liens would not exceed 10% of the Consolidated Net Tangible
Assets (as shown in the quarterly consolidated balance sheet of the Company most
recently published prior to the date such Sale and Leaseback Transaction is
effected).
 
CONSOLIDATION, MERGER AND SALE OF ASSETS
 
     The Indenture provides that the Company may (a) consolidate with or merge
into, or (b) sell, convey, transfer, lease or otherwise dispose of its
properties and assets substantially as an entirety to, any Person, provided that
(i) in the case of any such consolidation or merger, the Company is the
continuing entity or, if the Company is not the continuing entity, the
continuing entity is a Person organized and validly existing under the laws of
the United States, any political subdivision thereof or any State thereof and
assumes by supplemental indenture all of the Company's obligations on the Notes
and under the Indenture, and (ii) after giving effect to the transaction no
Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall exist. Upon a disposition of assets
described in clause (b) of the
 
                                       39

<PAGE>   42
 
preceding sentence, the Company will be released from any further liability
under the Notes and the Indenture.
 
EVENTS OF DEFAULT
 
     Each of the following constitutes an Event of Default under the Indenture
with respect to the Notes: (a) failure to pay principal of or any premium on the
Notes when due; (b) failure to pay any interest on the Notes when due, and the
continuance of such default for 30 days; (c) failure to perform or observe any
other covenant of the Company in the Notes or Indenture, and the continuance of
such default for 60 days after written notice has been given by the Trustee, or
the Holders of at least 25% in principal amount of the Notes, as provided in the
Indenture; (d) indebtedness of the Company or any Subsidiary is not paid when
due within the applicable grace period, if any, or is accelerated by the holders
thereof and, in either case, the principal amount of such unpaid or accelerated
indebtedness exceeds $20 million; and (e) certain events in bankruptcy,
insolvency or reorganization of the Company.
 
     If an Event of Default (other than an Event of Default described in clause
(e) above) shall occur and be continuing, either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Notes by notice to the Company
as provided in the Indenture may declare the principal amount of all Notes to be
due and payable immediately. If an Event of Default described in clause (e)
above shall occur, the principal amount of all the Notes will automatically, and
without any action by the Trustee or any Holder, become immediately due and
payable. After any acceleration, but before a judgment or decree for the payment
of the money due has been obtained by the Trustee, the Holders of a majority in
aggregate principal amount of the Notes, by written notice to the Trustee, may
rescind and annul such acceleration and its consequences if all Events of
Default, other than the non-payment of accelerated principal, have been cured or
waived as provided in the Indenture. For information as to waiver of defaults,
see "Modification and Waiver."
 
     Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
is under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders of the Notes, unless
such Holders of the Notes shall have offered to the Trustee reasonable
indemnity. Subject to such provisions for the indemnification of the Trustee,
the Holders of a majority in aggregate principal amount of the Notes has the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee.
 
     No Holder of any Note has any right to institute any proceeding with
respect to the Indenture, or for the appointment of a receiver or a trustee, or
for any other remedy thereunder, unless (a) such Holder has previously given to
the Trustee written notice of a continuing Event of Default, (b) the Holders of
at least 25% in aggregate principal amount of the Notes have made written
request, and such Holder or Holders have offered reasonable indemnity, to the
Trustee to institute such proceeding in respect to such Event of Default as
trustee and (c) the Trustee has failed to institute such proceeding, and has not
received from the Holders of a majority in aggregate principal amount of the
Notes a direction inconsistent with such request, within 60 days after such
notice, request and offer. However, such limitations do not apply to any
proceeding which is instituted by a Holder of a Note for the enforcement of
payment of the principal of, any premium or interest on such Note on or after
the applicable due date specified in such Note.
 
     The Company is required to furnish to the Trustee annually a statement by
certain of its officers as to whether or not the Company, to their knowledge, is
in default in the performance or observance of any of the terms, provisions and
conditions of the Indenture and, if so, specifying all such known defaults. If a
Default or Event of Default occurs and is continuing and if it is actually known
to a responsible officer of the Trustee, the Trustee shall mail to Holders of
Notes a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment of
principal, interest or premium, if any, on any Note, the Trustee may withhold
the notice if and so long as the committee of its responsible officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Notes.
 
                                       40

<PAGE>   43
 
MODIFICATION AND WAIVER
 
     Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the Notes; provided, however, that no such modification or amendment
may, without the consent of the Holder of each Note affected thereby, (a) change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any such Note, (b) reduce the principal amount of, or any interest
on, any such Note, (c) reduce the amount of principal of any such Note payable
upon acceleration of the Stated Maturity thereof, (d) change the place or
currency of payment of principal of, or interest on, any such Note, (e) impair
the right to institute suit for the enforcement of any payment on or with
respect to any such Note, (f) reduce the percentage in principal amount of such
Note, the consent of whose Holders is required for modification or amendment of
the Indenture, (g) reduce the percentage in principal amount of such Note
necessary for waiver of compliance with certain provisions of the Indenture or
for waiver of certain defaults, (h) modify such provisions with respect to
modification and waiver, (i) waive, reduce or modify a Make-Whole Premium with
respect to any Note called for redemption or (j) make changes to the amendment
and waiver provisions or to the provisions relating to waivers of past defaults
or institution of proceedings for payment of principal, any premium or interest.
 
     The Holders of a majority in principal amount of the Notes may waive
compliance by the Company with certain restrictive provisions of the Indenture
or waive any past default under the Indenture, except a continuing default in
the payment of principal of, any premium or interest on such Notes and covenants
and provisions of the Indenture that under the proviso in the preceding
paragraph cannot be amended without the consent of the Holder of each Note
affected thereby.
 
     Except in certain limited circumstances, the Company is entitled to set any
day as a record date for the purpose of determining the Holders of Notes
entitled to give or take any direction, notice, consent, waiver or other action
under the Indenture, in the manner and subject to the limitations provided in
the Indenture. In certain limited circumstances, the Trustee also is entitled to
set a record date for action by Holders of Notes. If a record date is set for
any action to be taken by Holders of the Notes, such action may be taken only by
persons who are Holders of the Notes on the record date. To be effective, such
action must be taken by Holders of the requisite principal amount of the Notes
within a specified period following the record date. For any particular record
date, this period will be 180 days or such shorter period as may be specified by
the Company (or the Trustee, if it sets the record date), and may be shortened
or lengthened (but not beyond 180 days) from time to time.
 
SATISFACTION AND DISCHARGE; DEFEASANCE
 
     Satisfaction and Discharge. The Indenture provides that the Company may
satisfy and discharge certain obligations to Holders of Notes which have not
already been delivered to the Trustee for cancellation and which have either
become due and payable or are by their terms due and payable within one year by
(a) depositing or causing to be deposited with the Trustee funds or U.S.
Government Obligations in an amount sufficient to pay the principal and any
premium and interest to the date of such deposit (in case of the Notes which
have become due and payable) or to the Stated Maturity, as the case may be, (b)
paying or causing to be paid all other sums payable under the Indenture with
respect to such Notes and (c) delivering to the Trustee an Officer's Certificate
relating to such satisfaction and discharge.
 
     Defeasance and Discharge. The Indenture provides that the Company will be
discharged from all its indebtedness and obligations with respect to the Notes
(except for certain obligations to exchange or register the transfer of the
Notes, to replace stolen, lost or mutilated outstanding Notes, to maintain
paying agencies and to hold moneys for payment in trust) upon the deposit in
trust for the benefit of the Holders of the Notes of money or U.S. Government
Obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an amount
sufficient to pay the principal of, any premium and interest on the Notes at
Stated Maturity in accordance with the terms of the Indenture and the Notes.
Such defeasance or discharge may occur only if, among other things, the Company
has delivered to the Trustee an Opinion of Counsel to the effect that the
Company has received from, or there has been published by, the United States
Internal Revenue Service a ruling, or there has been a change in tax law,
 
                                       41

<PAGE>   44
 
in either case to the effect that Holders of the Notes will not recognize gain
or loss for federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to federal income tax on the same amount, in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge were not to occur.
 
     Defeasance of Certain Covenants. The Indenture provides that the Company
may omit to comply with certain restrictive covenants, including the covenants
described under "Limitation on Liens," "Limitation on Sale and Leaseback
Transactions" and "Consolidation, Merger and Sale of Assets," in which event
certain Events of Default, which are described above in clause (c) (with respect
to such respective covenants) under "Events of Default," will no longer
constitute Events of Default. The Company, in order to exercise such option to
defease such covenants, will be required to deposit, in trust for the benefit of
the Holders of the Notes, money or U.S. Government Obligations, or both, which,
through the payment of principal and interest in respect thereof in accordance
with their terms, will provide money in an amount sufficient to pay the
principal of, any premium and interest on the Notes at Maturity in accordance
with the terms of the Indenture and the Notes. The Company will also be
required, among other things, to deliver to the Trustee an Opinion of Counsel to
the effect that Holders of the Notes will not recognize gain or loss for federal
income tax purposes as a result of such deposit and defeasance of certain
obligations and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit
and defeasance were not to occur.
 
     If subsequent to the completion of a defeasance of certain covenants as
described in the immediately preceding paragraph, the Notes are declared due and
payable because of the occurrence of any remaining Event of Default, the amount
of money and U.S. Government Obligations so deposited in trust would be
sufficient to pay amounts due on the Notes at Maturity but may not be sufficient
to pay amounts due on the Notes upon any acceleration resulting from such Event
of Default. In such case, the Company would remain liable for such payments.
 
CONCERNING THE TRUSTEE
 
     The Bank of New York, the Trustee under the Indenture, makes loans to the
Company in the normal course of business and is a lender under the Company's
Credit Facility.
 
BOOK-ENTRY DELIVERY AND FORM
 
     The Exchange Notes initially are expected to be represented by one or more
permanent global certificates in definitive, fully registered form (previously
defined as the "Global Exchange Notes"). The Global Exchange Notes will be
deposited with, or on behalf of DTC and registered in the name of DTC or a
nominee of DTC. EXCEPT AS DESCRIBED BELOW, OWNERS OF INTERESTS IN THE GLOBAL
NOTES WILL NOT HAVE NOTES REGISTERED IN THEIR NAMES, WILL NOT RECEIVE PHYSICAL
DELIVERY OF NOTES IN CERTIFICATED FORM AND WILL NOT BE CONSIDERED THE REGISTERED
OWNERS, OR HOLDERS THEREOF UNDER THE INDENTURE FOR ANY PURPOSE.
 
     A Global Note is exchangeable for definitive Notes in registered
certificated form if (i) the Depositary (A) notifies the Company that it is
unwilling or unable to continue as depository for the Global Note and the
Company thereupon fails to appoint a successor depository or (B) has ceased to
be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, or (ii) the Company, at its option, notifies the Trustee in writing
that it elects to cause issuance of the Notes in certificated form. In addition,
beneficial interests in a Global Note may be exchanged for certificated Notes
upon request but only upon at least 20 days prior written notice given to the
Trustee by or on behalf of the Depositary in accordance with customary
procedures. In all cases, certificated Notes delivered in exchange for any
Global Note or beneficial interests therein will be registered in names, and
issued in any approved denominations, requested by or on behalf of the
Depositary (in accordance with its customary procedures) and will bear the
appropriate restrictive legend described under "Notice to Investors" unless the
Company determines otherwise in compliance with applicable law.
 
                                       42

<PAGE>   45
 
     Neither the Company nor the Trustee will be liable for any delay by the
Global Note Holder or the Depositary in identifying the beneficial owners of
Notes, and the Company and the Trustee may conclusively rely on, and will be
protected in relying on, instructions from the Global Note Holder or the
Depositary for all purposes.
 
     In addition, transfer of beneficial interests in the Global Notes are
subject to the applicable rules and procedures of the Depositary and its direct
or indirect participants, which may change from time to time. The Notes may be
presented for registration of transfer and exchange at the offices of the
Trustee.
 
DEPOSITARY PROCEDURES
 
     The Depositary has advised the Company that the Depositary is a
limited-purpose trust company created to hold securities for its participating
organizations (collectively, the "Participants") and to facilitate the clearance
and settlement of transactions in those securities between Participants through
electronic book-entry changes in accounts of Participants. The Participants
include securities brokers and dealers (including the Initial Purchasers),
banks, trust companies, clearing corporations and certain other organizations.
Access to the Depositary's system is also available to other entities such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly
(collectively, "Indirect Participants"). Persons who are not Participants may
beneficially own securities held by or on behalf of the Depositary only through
the Participants or Indirect Participants. The ownership interest and transfer
of ownership interest of each actual purchaser of each security held by or on
behalf of the Depositary are recorded on the records of the Participants and
Indirect Participants.
 
     The Depositary has also advised the Company that pursuant to procedures
established by it, (i) upon deposit of the Global Notes, the Depositary will
credit the accounts of Participants designated by the Initial Purchasers with
portions of the principal amount of Global Notes and (ii) ownership of such
interests in the Global Notes will be shown on, and the transfer of ownership
thereof will be effected only through, records maintained by the Depositary
(with respect to Participants) or by Participants and the Indirect Participants
(with respect to other owners of beneficial interests in the Global Notes).
 
     Investors in the Global Notes may hold their interests therein directly
through the Depositary, if they are Participants in such system, or indirectly
through organizations that are Participants in such system. The laws of some
states require that certain persons take physical delivery in definitive form of
securities that they own. Consequently, the ability to transfer beneficial
interests in a Global Note to such persons may be limited to that extent.
Because the Depositary can act only on behalf of Participants, which in turn act
on behalf of Indirect Participants and certain banks, the ability of a person
having a beneficial interest in a Global Note to pledge such interest to persons
or entities that do not participate in the Depositary system, or otherwise take
actions in respect of such interests, may be affected by the lack of a physical
certificate evidencing such interest. For certain other restrictions on the
transferability of the Notes, see "-- Exchange of Book-Entry Notes for
Certificated Notes."
 
     Payments in respect of the principal, premium, if any, and interest on a
Global Note registered in the name of the Depositary or its nominee will be
payable by the Trustee to the Depositary or its nominee in its capacity as the
registered Holder under the Indenture. Under the terms of the Indenture, the
Company and the Trustee will treat the persons in whose names the Notes,
including the Global Notes, are registered as the owners thereof for the purpose
of receiving such payments and for any and all other purposes whatsoever.
Consequently, neither the Company, the Trustee nor any agent of the Company or
the Trustee has or will have any responsibility or liability for (i) any aspect
of the Depositary's records or any Participant's or Indirect Participant's
records relating to or payments made on account of beneficial ownership
interests in the Global Notes, or for maintaining, supervising or reviewing any
of the Depositary's records or any Participant's or Indirect Participant's
records relating to the beneficial ownership interests in the Global Notes or
(ii) any other matter relating to the actions and practices of the Depositary or
any of its Participants or Indirect Participants.
 
     The Depositary has advised the Company that its current practices, upon
receipt of any payment in respect of securities such as the Notes (including
principal and interest), is to credit the accounts of the
                                       43

<PAGE>   46
 
relevant Participants with the payment on the payment date, in amounts
proportionate to their respective holdings in principal amount of beneficial
interests in the relevant security such as the Global Notes as shown on the
records of the Depositary. Payments by Participants and the Indirect
Participants to the beneficial owners of Notes will be governed by standing
instructions and customary practices and will not be the responsibility of the
Depositary, the Trustee or the Company. Neither the Company nor the Trustee will
be liable for any delay by the Depositary or its Participants in identifying the
beneficial owners of the Notes, and the Company and the Trustee may conclusively
rely on and will be protected in relying on instructions from the Depositary or
its nominee as the registered owner of the Notes for all purposes.
 
     Interests in the Global Notes will trade in the Depositary's Same-Day Funds
Settlement System, and secondary market trading activity in such interests will,
therefore, settle in immediately available funds, subject in all cases to the
rules and procedures of the Depositary and its Participants.
 
     Transfers between Participants in the Depositary will be effective in
accordance with the Depositary's procedures, and will be settled in same-day
funds.
 
     The Depositary has advised the Company that it will take any action
permitted to be taken by a Holder of Notes only at the direction of one or more
Participants to whose account the Depositary interests in the Global Notes are
credited and only in respect of such portion of the aggregate principal amount
of the Notes as to which such Participant or Participants has or have given
direction. However, if there is an Event of Default under the Notes, the
Depositary reserves the right to exchange Global Notes for Notes in certificated
form, and to distribute such Notes to its Participants.
 
     Although the Depositary has agreed to the foregoing procedures to
facilitate transfers of interests in the Global Notes among Participants in the
Depositary, it is under no obligation to perform or to continue to perform such
procedures, and such procedures may be discontinued at any time. None of the
Company, the Initial Purchasers or the Trustee will have any responsibility for
the performance by the Depositary or its Participants or Indirect Participants
of their respective obligations under the rules and procedures governing its
operations.
 
     Same Day Settlement and Payment. The Indenture requires that payments in
respect of the Notes represented by the Global Note (including principal,
premium, if any, and interest) be made by wire transfer of immediately available
funds to the accounts specified by the Global Note Holder. With respect to
certificated Notes, the Company will make all payments of principal, premium, if
any, and interest by wire transfer of immediately available funds to the
accounts specified by the Holders thereof or, if no such account is specified,
by mailing a check to each such Holder's registered address. The Company expects
that secondary trading in the certificated Notes will also be settled in
immediately available funds.
 
     The information in this section concerning the Depositary and its
book-entry system has been obtained from sources that the Company believes to be
reliable, but the Company takes no responsibility for the accuracy thereof.
 
             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
                          TO HOLDERS OF EXCHANGE NOTES
 
     This summary of certain U.S. federal income tax considerations addresses
tax considerations applicable to a holder of Exchange Notes that is a citizen or
resident of the United States or a U.S. domestic corporation or partnership or
that otherwise will be subject to U.S. federal income taxation on a net income
basis in respect of the Exchange Notes (a "U.S. Holder"). The summary deals only
with U.S. Holders that will hold Exchange Notes as capital assets but does not
address tax considerations applicable to (i) U.S. Holders that may be subject to
special tax rules, such as U.S. tax-exempt entities, banks, insurance companies,
or dealers in securities or currencies, (ii) U.S. Holders that will hold
Exchange Notes as a position in a "straddle" for tax purposes, and (iii) U.S.
Holders that have a "functional currency" other than the U.S. Dollar. In
addition, the discussion does not address special rules that could in certain
circumstances apply to a U.S. Holder that owns directly or by attribution 10
percent or more of the total combined voting power of all classes of stock
entitled to vote of the Company.
                                       44

<PAGE>   47
 
     This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), as in effect on the date of this Offering Memorandum, as well as
regulations promulgated thereunder and existing administrative interpretations
and court decisions.
 
     PERSONS WHO WOULD BE CONSIDERED TO BE U.S. HOLDERS AND THAT ARE CONSIDERING
THE ACQUISITION OF EXCHANGE NOTES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR
PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF
ANY OTHER JURISDICTION.
 
EXCHANGE OF OLD NOTES FOR EXCHANGE NOTES
 
     The exchange of Old Notes for Exchange Notes pursuant to the Exchange Offer
will not be a taxable event, and holders of Old Notes will not recognize any
gain or loss for federal income tax purposes. Holders of Old Notes who acquire
Exchange Notes pursuant to the Exchange Offer will have the same tax basis in
the Exchange Notes as they had in the Old Notes.
 
INCOME ON NOTES
 
     The Exchange Notes will be treated as newly originated debt instruments for
federal income tax purposes and will not be issued with original issue discount.
Interest earned on the Exchange Notes will be taxed as ordinary income and
holders of the Exchange Notes will account for the interest income under the
proper method of accounting employed by such holder.
 
SALE, EXCHANGE OR MATURATION OF EXCHANGE NOTES
 
     Upon the sale, exchange, retirement or other disposition of an Exchange
Note, including the receipt of the face amount of an Exchange Note at maturity,
a U.S. Holder generally will recognize gain or loss equal to the difference
between the amount realized on the sale, exchange or retirement and the U.S.
Holder's adjusted tax basis in such Exchange Note. The adjusted tax basis of an
Exchange Note for a U.S. Holder that purchased an Old Note generally will equal
the issue price of the Old Note.
 
     Except as discussed under "Market Discount" below, gain or loss recognized
by a U.S. Holder on the sale, exchange, retirement or other disposition of an
Exchange Note generally will be long-term capital gain or loss if the U.S.
Holder has held the Note for more than eighteen months at the time of
disposition. The ability of U.S. Holders to offset capital losses against
ordinary income is limited.
 
BACKUP WITHHOLDING
 
     A U.S. Holder of an Exchange Note may be subject to backup withholding at
the rate of 31% with respect to interest paid on an Exchange Note and gross
proceeds upon sale or retirement of an Exchange Note unless such holder (a) is a
corporation or other exempt recipient and, when required, demonstrates this fact
or (b) provides, when required, a correct taxpayer identification number,
certifies under the penalty of perjury that the holder is not subject to backup
withholding and otherwise complies with applicable requirements of the backup
withholding rules. Furthermore, a holder of an Exchange Note that does not
provide the holder's correct taxpayer identification number may be subject to
penalties imposed by the Internal Revenue Service (the "IRS"). Backup
withholding will be made when cash payments are made with respect to the
Exchange Note. Backup withholding is not an additional tax; any amounts so
withheld will be allowed as a refund or credit against the holder's federal
income tax liability provided that the required information is furnished to the
IRS.
 
TREATMENT OF SUBSEQUENT PURCHASERS OF NOTES
 
     Premium. A U.S. Holder of an Exchange Note that purchases the Exchange Note
at a cost greater than its remaining redemption amount will be considered to
have purchased the Exchange Note at a premium, and may elect to amortize such
premium (as an offset to interest income), using a constant yield method, over
the
 
                                       45

<PAGE>   48
 
remaining term of the Exchange Note. Such election, once made, generally applies
to all Exchange Notes held or subsequently acquired by the U.S. Holder on or
after the first taxable year to which the election applies and may not be
revoked without the permission of the IRS. A U.S. Holder that elects to amortize
such premium must reduce its tax basis in an Exchange Note by the amount of the
premium amortized during its holding period. With respect to a U.S. Holder that
does not elect to amortize the bond premium, the amount of bond premium will be
included in the holder's tax basis when the Exchange Note matures or is disposed
of by the U.S. Holder.
 
     Market Discount. If a subsequent U.S. Holder of an Exchange Note purchases
the Exchange Note at a price that is lower than its adjusted issue price, by
 .025% or more of its adjusted issue price multiplied by the number of remaining
whole years to maturity, the Exchange Note will be considered to bear "market
discount" (in an amount equal to the difference between such purchase price and
such adjusted issue price) in the hands of such subsequent U.S. Holder. In such
case, gain realized by the subsequent U.S. Holder on the sale or retirement of
the Exchange Note will be treated as ordinary interest income to the extent of
the market discount that accrued on the Exchange Note while held by such
subsequent U.S. Holder. In addition, the subsequent U.S. Holder could be
required to defer the deduction of a portion of the interest paid on any
indebtedness incurred or continued to purchase or carry the Exchange Note. Also
if a subsequent U.S. Holder makes a gift of an Exchange Note, accrued market
discount, if any will be recognized as if such Holder had sold such Exchange
Note for a price equal to its fair market value. In general terms, market
discount on an Exchange Note will be treated as accruing ratably over the term
of such Exchange Note, or, at the election of the U.S. Holder, under a constant
yield method.
 
     Alternatively, a U.S. Holder may elect to include market discount in income
currently as it accrues (on either a ratable or constant yield basis), in which
case the rule regarding deferral of interest deductions will not apply. Such
election, once made, applies to all market discount bonds acquired by the
taxpayer on or after the first day of the first taxable year to which such
election applies and may not be revoked without the consent of the IRS.
 
                              PLAN OF DISTRIBUTION
 
     Based on interpretation of the Securities Act by the staff of the
Commission set forth in several no-action letters to third parties, and subject
to the immediately following sentence, the Company believes that the Exchange
Notes issued pursuant to the Exchange Offer may be offered for resale, resold
and otherwise transferred by holders thereof without further compliance with the
registration and prospectus delivery provisions of the Securities Act. However,
any purchaser of Notes who is an "affiliate" of the Company or who intends to
participate in the Exchange Offer for the purpose of distributing the Exchange
Notes, or any broker-dealer who purchased the Notes from the Company to resell
pursuant to Rule 144A or any other available exemption under the Securities Act,
(i) will not be able to rely on the interpretation by the staff of the
Commission set forth in the above referenced no-action letters, (ii) will not be
able to tender the Notes in the Exchange Offer and (iii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any sale or transfer of the Notes, unless such sale or transfer
is made pursuant to an exemption from such requirements. The Company does not
intend to seek its own no-action letter, and there is no assurance that the
staff of the Commission would make a similar determination with respect to the
Exchange Notes as it has in such no action letter to third parties.
 
     Each holder of the Notes who wishes to exchange the Notes for the Exchange
Notes in the Exchange Offer will be required to make certain representations,
including that (i) it is neither an affiliate of Company nor a broker-dealer
tendering Notes acquired directly from the Company for its own account, (ii) any
Exchange Notes to be received by it shall be acquired in the ordinary course of
its business, and (iii) at the time of commencement of the Exchange Offer, it
has no arrangement or understanding with any person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes.
In addition, in connection with any resales of Exchange Notes, any Participating
Broker-Dealer must deliver a prospectus meeting the requirements of the
Securities Act. The staff of the Commission has taken the position that
Participating Broker-Dealers may fulfill their prospectus delivery requirements
with respect to the Exchange
 
                                       46

<PAGE>   49
 
Notes (other than a resale of an unsold allotment from the original sale of the
Notes) with this prospectus. Under the Registration Rights Agreement, the
Company is required to allow Participating Broker-Dealers to use this prospectus
in connection with the resale of Exchange Notes received in exchange for Notes
acquired by such Participating Broker-Dealers for their own account as a result
of market-making or other trading activities.
 
     The Company will not receive any proceeds from any sales of Exchange Notes
by broker-dealers. Any resales of Exchange Notes by broker-dealers may be made
directly to a purchaser or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such Exchange Notes. Any
broker-dealer that resells Exchange Notes that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on such
resales of Exchange Notes and any commissions or concessions received by such
persons may be deemed to be underwriting compensation under the Securities Act.
Each broker-dealer that receives Exchange Notes for its own account pursuant to
the Exchange Offer must agree that it will deliver a prospectus in connection
with any resale of such Exchange Notes. The Letter of Transmittal states that by
so acknowledging and by delivering a prospectus a broker-dealer will not be
deemed to admit that it is an underwriter within the meaning of the Securities
Act. The Company has agreed to pay all expenses incident to the Exchange Offer
other than commissions or concessions of any brokers or dealers and will
indemnify Holders (including broker-dealers) against certain liabilities,
including liabilities under the Securities Act.
 
     By its acceptance of the Exchange Offer, any broker-dealer that receives
Exchange Notes pursuant to the Exchange Offer hereby agrees to notify the
Company prior to using the Prospectus in connection with the sale or transfer of
Exchange Notes, and acknowledges and agrees that, upon receipt of notice from
the Company of the happening of any event which makes any statement in the
Prospectus untrue in any material respect or which requires the making of any
changes in the Prospectus in order to make the statements therein not misleading
or which may impose upon the Company disclosure obligations that may have a
material adverse effect on the Company (which notice the Company agrees to
deliver promptly to such broker-dealer), such broker-dealer will suspend use of
the Prospectus until the Company has notified such broker-dealer that delivery
of the Prospectus may resume and has furnished copies of any amendment or
supplement to the Prospectus to such broker-dealer.
 
                                 LEGAL MATTERS
 
     Certain legal matters with respect to the Exchange Notes offered hereby
will be passed upon for the Company by Morgan, Lewis & Bockius LLP,
Philadelphia, Pennsylvania.
 
                                       47

<PAGE>   50
 
                                    EXPERTS
 
     The consolidated financial statements of National-Oilwell at December 31,
1997 and for each of the two years then ended, appearing in National-Oilwell's
Annual Report on Form 10-K for the year ended December 31, 1997 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon, included therein, and incorporated by reference elsewhere herein,
which, for the year ended December 31, 1996, is based in part on the report of
Coopers & Lybrand, independent auditors. The financial statements referred to
above are included in reliance upon such reports given upon the authority of
such firms as experts in accounting and auditing.
 
     The consolidated financial statements of National-Oilwell at August 31,
1995 and for the year then ended and for the three months ended November 30,
1995, appearing in National-Oilwell's Annual Report on Form 10-K for the year
ended December 31, 1997 have been audited by Coopers & Lybrand, independent
auditors, as set forth in their report thereon and incorporated by reference
elsewhere herein, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
 
     The consolidated financial statements of Dreco Energy Services Ltd. at
November 30, 1996 and for the year then ended, appearing in National-Oilwell's
Annual Report on Form 10-K for the year ended December 31, 1997 have been
audited by Coopers & Lybrand, independent auditors, as set forth in their report
thereon and incorporated by reference elsewhere herein, and are included in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
 
                                       48

<PAGE>   51
 
- ------------------------------------------------------
- ------------------------------------------------------
 
     All tendered Old Notes, executed Letters of Transmittal and other related
documents should be directed to the Exchange Agent. Requests for assistance and
requests for additional copies of the Prospectus, the Letter of Transmittal and
other related documents should be addressed to the Exchange Agent as follows:
 
                         By Hand or Overnight Delivery:
                              The Bank of New York
                               101 Barclay Street
                        Corporate Trust Services Window
                                  Ground Level
 
                            Attn: Carolle Montreuil
 
                             Reorganization Section
 
                                 By Facsimile:
                        (for Eligible Institutions only)
                                 (212) 815-6339
 
                         To confirm by telephone or for
                               information call:
                                 (212) 815-3738
 
                        By Registered or Certified Mail:
                              The Bank of New York
                             101 Barclay Street, 7E
                            New York, New York 10286
 
                            Attn: Carolle Montreuil
 
                             Reorganization Section
 
     (Originals of all documents submitted by facsimile should be sent promptly
by hand, overnight courier, or registered or certified mail.)
 
     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND THE
ACCOMPANYING LETTER OF TRANSMITTAL, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THIS
PROSPECTUS NOR THE ACCOMPANYING LETTER OF TRANSMITTAL NOR BOTH TOGETHER
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS OR THE LETTER OF TRANSMITTAL
OR BOTH TOGETHER NOR ANY EXCHANGE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
 
                               OFFER TO EXCHANGE
                                ALL OUTSTANDING
                         6 7/8% SENIOR NOTES DUE 2005,
                                    SERIES B
                        ($150,000,000 PRINCIPAL AMOUNT)
                        FOR 6 7/8% SENIOR NOTES DUE 2005
 
                                       OF
 
                             NATIONAL-OILWELL, INC.
                             ---------------------
                                   PROSPECTUS
                             ---------------------
 
                               December 23, 1998
 
- ------------------------------------------------------
- ------------------------------------------------------