UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) OF THE

ofSECURITIES ~~the~~EXCHANGE ~~Securities~~ACT ~~Exchange~~OF ~~Act of~~ 1934

~~Date~~August ~~of Report (Date of earliest event reported): April 30~~11, 2004

Date of report (Date of earliest event reported)

VARCO INTERNATIONAL, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	001-13309	76-0252850
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2000 W. Sam Houston Parkway South,

Suite 1700

Houston, Texas 77042

(Address of ~~principal~~ ~~executive~~Principal ~~offices~~Executive Offices and zip code)

(281) 953-2200

(Registrant’s ~~telephone~~ ~~number~~Telephone Number, ~~including~~Including ~~area~~Area ~~code~~Code)

Item 75. ~~Financial~~Other ~~Statements, Pro Forma Financial Statements and Exhibits.~~ Events

On August 12, 2004, Varco International, Inc., a Delaware corporation (c“Varco”), ~~Exhibits~~and National-Oilwell, Inc., a Delaware corporation (“National-Oilwell”), announced a merger of equals transaction pursuant to the terms of an Agreement and Plan of Merger dated as of August 11, 2004 (the “Merger Agreement”). Pursuant to the Merger Agreement, Varco will merge with and into National-Oilwell (the “Merger”). In connection with the Merger, each outstanding share of Varco common stock will be converted into the right to receive 0.8363 of a share of National-Oilwell common stock. National-Oilwell will assume all options outstanding under Varco’s stock option plans and each outstanding option to purchase Varco common stock will be converted into an option to purchase National-Oilwell common stock, subject to certain adjustments to the exercise price and the number of shares issuable upon exercise of those options to reflect the exchange ratio. The completion of the Merger is subject to several conditions, including the approval of the Merger Agreement and the Merger by the stockholders of Varco and National-Oilwell and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

~~99.1~~The ~~Additional~~Merger ~~Financial~~is ~~Information~~intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.

~~Item~~In 12connection with the Merger Agreement, Varco entered into an amendment (the “Rights Agreement Amendment”) to its Rights Agreement dated as of November 29, 2000 (the “Rights Agreement”). ~~Results~~A copy of ~~Operations~~the Rights Agreement is filed as Exhibit 4.1 to Varco’s Current Report on Form 8-K filed with the Securities and ~~Financial~~Exchange ~~Condition~~Commission on November 30, 2000. The Rights Agreement Amendment, among other things, clarifies that, prior to the effectiveness of the Merger Agreement, National-Oilwell and its affiliates will not be deemed to beneficially own shares of Varco common stock in connection with the execution of the Merger Agreement or consummation of the transactions contemplated thereby. Under the Rights Agreement generally, the rights will become exercisable if a person acquires more than a certain percentage of beneficial ownership of Varco’s then outstanding common stock.

AsThe ~~previously~~foregoing ~~announced,~~description ~~the registrant closed its drilling rig fabrication business, Morinoak International Limited, or MIL at the end~~ of the ~~first quarter~~Merger, ~~of 2004. To assist investors in understanding~~ the ~~impact~~Merger ofAgreement ~~closing~~and the ~~MIL~~Rights ~~business,~~Agreement ~~the~~Amendment ~~registrant~~is ~~has~~qualified ~~set~~in ~~forth~~its ~~the~~entirety ~~following~~by ~~information~~reference into ~~Exhibit 99.1: (i)~~ the ~~registrant’s financial results as previously reported for each quarter~~Merger ~~beginning~~Agreement, ~~with~~ the ~~first~~Rights ~~quarter~~Agreement ofAmendment ~~2001 through the fourth quarter of 2003; (ii) MIL’s financial results for each quarter with the first quarter of 2001 through the first quarter of 2004;~~ and ~~(iii)~~ the ~~registrant’s~~joint ~~financial~~press ~~results~~release ~~with MIL~~attached ~~accounted for~~ as aExhibits ~~discontinued~~2.1, ~~operation~~4.1 ~~for~~and ~~each~~99.1, ~~quarter~~respectively, ~~beginning~~and ~~with~~incorporated ~~the~~herein ~~first~~by ~~quarter of 2001 through the first quarter of 2004~~reference.

~~Additionally,~~Item ~~the registrant has included a reconciliation of certain non-GAAP financial measures to the closest GAAP financial measures~~7. ~~The~~Financial ~~registrant believes that reporting operating profit~~Statements, ~~EBITDA,~~Pro ~~net~~Forma ~~income~~Financial ~~and~~Information ~~dilutive EPS excluding certain special charges (including merger, transaction, litigation, Drilling Equipment Sales Group restructuring~~ and MIL discontinued operations and impairment) provides useful supplemental information regarding the registrant’s on-going economic performance and, therefore, uses these financial measures internally to evaluate and manage the registrant’s operationsExhibits. The registrant has chosen to provide this information to investors to enable them to perform more meaningful comparisons of operating results and as a means to emphasize the results of on-going operations. EBITDA means earnings before interest, taxes, depreciation and amortization, and is a non-GAAP measure. Management of the registrant reports EBITDA because it believes that it is a widely accepted financial indicator used by investors and analysts to analyze and compare companies on the basis of operating performance and that it may be used by some investors and others to make informed investment decisions.

The information provided herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


(c) Exhibits.
	2.1	Agreement and Plan of Merger, dated as of August 11, 2004, by and between Varco International, Inc., a Delaware corporation, and National-Oilwell, Inc., a Delaware corporation.

	4.1	Amendment to Rights Agreement dated as of August 11, 2004.

	99.1	Joint Press Release dated August 12, 2004.

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VARCO INTERNATIONAL, INC.
Date: April 30, 2004
	By:	/s/ Clay C. Williams
	Name:	Clay C. Williams
	Title:	Vice President and Chief Financial Officer

Date: August 12, 2004

~~EXHIBIT~~VARCO ~~INDEX~~INTERNATIONAL, INC. By: /S/ CLAY C. WILLIAMS Name: Clay C. Williams Title: Vice President and Chief Financial Officer

ExhibitNumber		Description
99.1		Additional Financial Information.

Exhibit Index


Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of August 11, 2004, by and between Varco International, Inc., a Delaware corporation, and National-Oilwell, Inc., a Delaware corporation.

4.1		Amendment to Rights Agreement dated as of August 11, 2004.

99.1		Joint Press Release dated August 12, 2004.

Filing Compare · VARCO INTERNATIONAL INC /DE/