SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 12, 2002 (Date of earliest event reported) NATIONAL-OILWELL, INC. (Exact name of registrant as specified in its charter) FILE NO. 1-12317 (Commission File Number) DELAWARE 76-0475815 (State of incorporation) (I.R.S. Employer Identification Number) 10000 RICHMOND AVENUE 77042-4200 HOUSTON, TEXAS (Zip Code) (Address of principal executive offices) Registrant's telephone, including area code: (713) 346-7500
ITEM 9. REGULATION FD DISCLOSURE. On August 12, 2002, each of the principal executive officer, Merrill A. Miller, Jr., and principal financial officer, Steven W. Krablin, of National-Oilwell, Inc. submitted sworn statements to the Securities and Exchange Commission pursuant to Commission Order No. 4-460. A copy of each of these statements is attached hereto as Exhibit 99.1 and Exhibit 99.2. EXHIBIT INDEX
EXHIBIT 99.1 NATIONAL-OILWELL, INC. STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Merrill A. Miller, Jr., principal executive officer of National-Oilwell, Inc., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of National-Oilwell, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with National-Oilwell, Inc.'s audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2001 of National-Oilwell, Inc., as filed with the Commission; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of National-Oilwell, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Merrill A. Miller, Jr. - -------------------------- Merrill A. Miller, Jr. Subscribed and sworn to Principal Executive Officer before me this 12th day of National-Oilwell, Inc. August 2002. Date: August 12, 2002 /s/ Marilyn M. Weaver -------------------------- Marilyn M. Weaver Notary Public My Commission Expires: October 5, 2002
EXHIBIT 99.2 NATIONAL-OILWELL, INC. STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Steven W. Krablin, principal financial officer of National-Oilwell, Inc., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of National-Oilwell, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the National-Oilwell, Inc.'s audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2001 of National-Oilwell, Inc., as filed with the Commission; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of National-Oilwell, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Steven W. Krablin - -------------------------- Steven W. Krablin Subscribed and sworn to Principal Financial Officer before me this 12th day of National-Oilwell, Inc. August 2002. Date: August 12, 2002 /s/ Marilyn M. Weaver -------------------------- Marilyn M. Weaver Notary Public My Commission Expires: October 5, 2002