1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. _)(1) NATIONAL-OILWELL, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 637071-10-1 (CUSIP Number) JUNE 28, 2000 (Date of Event Which Requires Filing of this Statement) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: [ ] RULE 13D-1(b) [x] RULE 13D-1(c) [ ] RULE 13D-1(d) - --------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
2 CUSIP NO. 637071-10-1 13G PAGE 2 OF 2 PAGES ------ ----- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hushang Ansary - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 5,770,747 (includes shares owned by the Ansary Family Trust and the Ansary NUMBER Foundation, both of which Hushang Ansary disclaims OF SHARES beneficial ownership of, as well as currently exercisable BENEFICIALLY options to purchase 406,200 shares) OWNED BY --------------------------------------- 6 SHARED VOTING POWER EACH None REPORTING --------------------------------------- 7 SOLE DISPOSITIVE POWER PERSON WITH 5,770,747 (includes shares owned by the Ansary Family Trust and the Ansary Foundation, both of which Hushang Ansary disclaims beneficial ownership of, as well as currently exercisable options to purchase 406,200 shares) --------------------------------------- 8 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,708,660 (includes shares owned by other persons listed in Annex A, as to which Hushang Ansary disclaims beneficial ownership, and currently exercisable options to purchase 414,663 shares) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.13% (does not include options) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - --------------------------------------------------------------------------------
3 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,708,660 (includes shares owned by other persons listed in Annex A, as to which Hushang Ansary disclaims beneficial ownership, and currently exercisable options to purchase 414,663 shares) - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT!
4 ITEM 1(a) NAME OF ISSUER: National-Oilwell, Inc. ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 10000 Richmond Avenue Houston, Texas 77042 ITEM 2(a) NAME OF PERSON FILING: Hushang Ansary ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 1000 Louisiana Suite 5900 Houston, Texas 77002 ITEM 2(c) CITIZENSHIP: United States of America ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value ITEM 2(e) CUSIP NUMBER: 637071-10-1 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not applicable ITEM 4 OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) AMOUNT BENEFICIALLY OWNED: 7,708,660 (includes shares owned by other persons listed in Annex A, as to which Hushang Ansary disclaims beneficial ownership, and currently exercisable options to purchase 414,663 shares) (b) PERCENT OF CLASS: 9.13% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 5,770,747 (includes shares owned by the Ansary Family Trust and the Ansary Foundation, both of which Hushang Ansary disclaims beneficial ownership of, as well as currently exercisable options to purchase 406,200 shares)
5 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE None (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 5,770,747 (includes shares owned by the Ansary Family Trust and the Ansary Foundation, both of which Hushang Ansary disclaims beneficial ownership of, as well as currently exercisable options to purchase 406,200 shares) (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF None ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. Not applicable ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable ITEM 9 NOTICE OF DISSOLUTION OF GROUP. Not applicable ITEM 10 CERTIFICATIONS. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 2
6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 28, 2000 -------------------------- (Date) /s/ Hushang Ansary -------------------------- (Signature) Hushang Ansary / Director -------------------------- (Name/Title) 3
7 ANNEX A TO SCHEDULE 13G OF HUSHANG ANSARY The aggregate number of shares reported as beneficially owned by Hushang Ansary includes shares owned by the following persons, as to which Hushang Ansary disclaims beneficial ownership: NAME RELATIONSHIP TO HUSHANG ANSARY SHARES ---- ------------------------------ ------ Nader Ansary Son 913,950 Nina Ansary Daughter 1,023,963(2) The Ansary Family Trust A trust controlled by Hushang Ansary for the benefit, inter 317,174 alia, of members of his immediate family. The Ansary Foundation A private charitable foundation controlled by Hushang 54,160 Ansary. Total: 2,309,247 - ------------------ (2) Includes immediately exercisable options to purchase 8,463 shares. 4