SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
National Oilwell, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
637071101
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of, more than five percent of the class of,
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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).
(Continued in the following page(s))
Page 1 of 5 Pages
CUSIP No. Schedule 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON AND SS OR IRS IDENTIFICATION NO. OF PERSON
Fred Alger Management, Inc. 13-2510833
Fred M. Alger III ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, New York
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5 SOLE VOTING POWER
SHARES 4,818,131
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 4,818,131
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,818,131
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.61%
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12 TYPE OF REPORTING PERSON*
Fred Alger Management, Inc. IA
Fred M. Alger III HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13G Page 3 of 5 Pages
ITEM 1(A). NAME OF ISSUER:
Castle Convertible Fund Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
10000 Richmond Ave
Houston, TX 77042-4200
ITEM 2(A). NAME OF PERSON FILING:
1. Fred Alger Management, Inc.
2. Fred M. Alger III
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:
1. 111 Fifth Avenue, New York, NY 10003
2. 111 Fifth Avenue, New York, NY 10003
ITEM 2(C). CITIZENSHIP:
1. New York
2. St. Kitts
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E). CUSIP NUMBER:
637071101
ITEM 3. THE PERSON FILING IS A:
SCHEDULE 13G Page 4 of 5 Pages
ITEM 4(A). AMOUNT BENEFICIALLY OWNED:
4,818,131
ITEM 4(B). PERCENT OF CLASS:
5.61%
ITEM 4(C). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(1) sole power to vote or to direct the vote
4,818,131
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of
4,818,131
(iv) shared power to dispose or to direct the disposition of
-0-
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
n/a
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITIES BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
n/a
SCHEDULE 13G Page 5 of 5 Pages
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Fred Alger Management, Inc. IA
Fred M. Alger III HC
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
ITEM 10. CERTIFICATION.
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
of, 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.
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.
By: /s/ Frederick A. Blum
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Frederick A. Blum,
Executive Vice President
DATE: February 11, 2005
By: /s/ Frederick A. Blum
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Frederick A. Blum,
Attorney-in-Fact
DATE: February 11, 2005