-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Djv0bIyHJFtgMYIDyND9qnJa97Cp488LZH2oEK+NDXCw6tJtGSxeWdJfio91i3a8 uX0ESDkb9zAJm/m57/A2BQ== 0000899140-97-000323.txt : 19970409 0000899140-97-000323.hdr.sgml : 19970409 ACCESSION NUMBER: 0000899140-97-000323 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970408 SROS: NYSE GROUP MEMBERS: DUQUESNE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 720593134 STATE OF INCORPORATION: R1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34776 FILM NUMBER: 97576719 BUSINESS ADDRESS: STREET 1: 1450 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045875400 MAIL ADDRESS: STREET 1: 1450 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70161 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) McDERMOTT INTERNATIONAL, INC. (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 580037109 (CUSIP Number) Christopher E. Manno, Esq. Willkie Farr & Gallagher 153 East 53rd Street New York, New York 10022 (212) 821-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 1, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Check the following box if a fee is being paid with the statement |_|.* Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - ---------------------------- *A filing fee is not being paid with this statement pursuant to SEC Release No. 33-7331 whereby the filing fee has been eliminated for Schedule 13D. Page 1 of 14 Pages SCHEDULE 13D CUSIP No. 580037109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Soros Fund Management LLC 2 Check the Appropriate Box If a Member of a Group a. |_| b. |X| 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 4,208,200 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 4,208,200 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,208,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |X| 13 Percent of Class Represented By Amount in Row (11) 7.66% 14 Type of Reporting Person OO, IA SCHEDULE 13D CUSIP No. 580037109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group a. |_| b. |X| 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 4,208,200 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 4,208,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,208,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |X| 13 Percent of Class Represented By Amount in Row (11) 7.66% 14 Type of Reporting Person IA SCHEDULE 13D CUSIP No. 580037109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stanley F. Druckenmiller (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group a. |_| b. |X| 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 378,800 Shares Beneficially 8 Shared Voting Power Owned By 4,208,200 Each Reporting 9 Sole Dispositive Power Person 378,800 With 10 Shared Dispositive Power 4,208,200 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,587,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_| 13 Percent of Class Represented By Amount in Row (11) 8.35% 14 Type of Reporting Person IA SCHEDULE 13D CUSIP No. 580037109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Duquesne Capital Management, L.L.C. 2 Check the Appropriate Box If a Member of a Group a. |_| b. |X| 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization Pennsylvania 7 Sole Voting Power Number of 378,800 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 378,800 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 378,800 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |X| 13 Percent of Class Represented By Amount in Row (11) 0.69% 14 Type of Reporting Person OO, IA Item 1. Security and Issuer This Amendment No. 1 to Schedule 13D relates to shares of Common Stock, $1.00 par value per share (the "Common Stock"), of McDermott International, Inc., a Panamanian corporation (the "Issuer"). This Amendment No. 1 supplementally amends the initial statement on Schedule 13D of the Reporting Persons dated March 13, 1997 (the "Initial Statement"). The principal executive offices of the Issuer are located at 1450 Poydras Street, New Orleans, Louisiana 70112-6050. This Amendment No. 1 is being filed by the Reporting Persons solely to report the recent acquisition of certain shares of the Common Stock held for the accounts of Quantum Partners and the Duquesne LLC Clients as a result of which the percentage of shares of Common Stock of which the Reporting Persons may be deemed to be the beneficial owners has increased by more than one percent. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Initial Statement. Item 3. Source and Amount of Funds or Other Consideration. Quantum Partners expended approximately $16,523,894 of its working capital to purchase the Common Stock which is reported in Item 5(c) as having been purchased for its account since March 13, 1997, the filing of the Initial Statement. Duquesne LLC expended approximately $1,855,195 of the investment funds of the Duquesne LLC Clients to purchase the Common Stock which is reported in Item 5(c) as having been purchased for their accounts since March 13, 1997, the filing of the Initial Statement. The securities held for the accounts of Quantum Partners and/or the Duquesne LLC Clients may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. The positions which may be held in the margin accounts, including shares of Common Stock, are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 5. Interest in Securities of the Issuer. (a) (i) Each of SFM LLC and Mr. Soros may be deemed the beneficial owner of the 4,208,200 shares of Common Stock (approximately 7.66% of the total number of shares of Common Stock outstanding) held for the account of Quantum Partners. (ii) Mr. Druckenmiller may be deemed the beneficial owner of 4,587,000 shares of Common Stock (approximately 8.35% of the total number of shares of Common Stock outstanding). This number consists of (A) 4,208,200 shares of Common Stock held for the account of Quantum Partners and (B) 378,800 shares of Common Stock held for the accounts of the Duquesne LLC Clients. (iii) Duquesne LLC may be deemed the beneficial owner of the 378,800 shares of Common Stock held for the accounts of the Duquesne LLC Clients (approximately 0.69% of the total number of shares of Common Stock outstanding). (b) (i) Pursuant to the terms of the contract between Quantum Fund and SFM LLC, and as a result of the positions held by Mr. Soros and Mr. Druckenmiller with SFM LLC, SFM LLC may be deemed to have sole power and Mr. Soros and Mr. Druckenmiller may be deemed to have shared power to direct the voting and disposition of the 4,208,200 shares of Common Stock held for the account of Quantum Partners. (ii) As a result of the contracts between Duquesne LLC and the Duquesne LLC Clients, and as a result of the position held by Mr. Druckenmiller with Duquesne LLC, each of Duquesne LLC and Mr. Druckenmiller may be deemed to have the sole power to direct the voting and disposition of the 378,800 shares of Common Stock held for the accounts of Duquesne LLC Clients. (c) Except for the transactions listed in Annex C hereto, there have been no transactions effected with respect to the shares of Common Stock since March 13, 1997, the date of the filing of the Initial Statement, by any of the Reporting Persons, Quantum Partners or the Duquesne LLC Clients. All of the transactions listed in Annex C were executed in routine brokerage transactions on the New York Stock Exchange. (d) (i) The shareholders of Quantum Partners, including Quantum Fund, have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including shares of Common Stock, held for the account of Quantum Partners in accordance with their ownership interests in Quantum Partners. (ii) The Duquesne LLC Clients have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities (including shares of Common Stock) held for their accounts in accordance with their advisory contracts with Duquesne LLC. (e) Not applicable. Each of SFM LLC and Mr. Soros expressly disclaims beneficial ownership of any shares of Common Stock not held directly for the accounts of the SFM Clients. Duquesne LLC expressly disclaims beneficial ownership of any shares of Common Stock not held directly for the accounts of the Duquesne LLC Clients. Item 7. Material to be Filed as Exhibits. A. Power of Attorney dated as of January 1, 1997 granted by Mr. Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit A to the Initial Statement and incorporated herein by reference). B. Power of Attorney dated as of January 1, 1997 granted by Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit B to the Initial Statement and incorporated herein by reference). C. Joint Filing Agreement dated March 13, 1997 by and among SFM LLC, Mr. Soros, Mr. Druckenmiller and Duquesne LLC (filed as Exhibit C to the Initial Statement and incorporated herein by reference). SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 7, 1997 SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus Michael C. Neus Assistant General Counsel GEORGE SOROS By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Gerald Kerner Gerald Kerner Managing Director ANNEX C Recent Transactions in the Common Stock of McDermott International, Inc.
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share QUANTUM PARTNERS LDC(1) 03/13/97 Purchase 5,000 22.167 03/13/97 Purchase 8,000 21.810 03/13/97 Purchase 27,000 21.810 03/13/97 Purchase 18,800 21.810 03/13/97 Purchase 43,200 21.560 03/19/97 Purchase 52,200 21.991 03/19/97 Purchase 9,000 22.020 03/20/97 Purchase 57,800 21.806 03/21/97 Purchase 22,100 22.060 03/24/97 Purchase 23,900 22.060 03/25/97 Purchase 66,100 22.034 03/26/97 Purchase 45,000 21.935 03/26/97 Purchase 23,500 22.014 03/26/97 Purchase 22,500 22.045 03/27/97 Purchase 18,000 21.935 03/27/97 Purchase 9,000 21.935 03/27/97 Purchase 4,500 21.645 03/31/97 Purchase 18,000 21.372 03/31/97 Purchase 18,200 21.264 04/01/97 Purchase 25,900 21.008 04/01/97 Purchase 1,700 20.935 04/01/97 Purchase 10,400 21.060 04/02/97 Purchase 5,900 20.800 04/02/97 Purchase 27,000 21.035 04/02/97 Purchase 83,200 20.810 04/03/97 Purchase 5,100 20.310
(1) Transactions effected at the direction of SFM LLC.
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share QUANTUM PARTNERS LDC(1) 04/03/97 Purchase 11,700 20.438 04/04/97 Purchase 14,300 20.114 04/04/94 Purchase 31,500 20.175 04/07/97 Purchase 45,000 20.332 04/07/97 Purchase 18,000 20.403
(1) Transactions effected at the direction of SFM LLC.
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share DUQUESNE LLC CLIENTS(2) 03/13/97 Purchase 1,600 21.500 03/13/97 Purchase 700 21.750 03/13/97 Purchase 1,000 21.750 03/13/97 Purchase 700 21.750 03/13/97 Purchase 200 22.148 03/13/97 Purchase 400 21.500 03/13/97 Purchase 200 21.750 03/13/97 Purchase 200 21.750 03/13/97 Purchase 100 21.750 03/13/97 Purchase 2,800 21.500 03/13/97 Purchase 1,200 21.750 03/13/97 Purchase 1,800 21.750 03/13/97 Purchase 1,200 21.750 03/13/97 Purchase 300 22.148 03/19/97 Purchase 300 22.000 03/19/97 Purchase 1,900 21.931 03/19/97 Purchase 100 22.000 03/19/97 Purchase 400 21.931 03/19/97 Purchase 600 22.000 03/19/97 Purchase 3,500 22.931 03/20/97 Purchase 2,100 21.746 03/20/97 Purchase 500 21.746 03/20/97 Purchase 3,800 21.746 03/21/97 Purchase 800 22.000 03/21/97 Purchase 200 22.000 03/21/97 Purchase 1,400 22.000 03/24/97 Purchase 900 22.000
(2) Transactions effected at the direction of Duquesne LLC.
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share DUQUESNE LLC CLIENTS(2) 03/24/97 Purchase 200 22.000 03/24/97 Purchase 1,500 22.000 03/25/97 Purchase 2,400 21.974 03/25/97 Purchase 600 21.974 03/25/97 Purchase 4,400 21.974 03/26/97 Purchase 800 21.985 03/26/97 Purchase 900 21.995 03/26/97 Purchase 1,600 21.875 03/26/97 Purchase 200 21.985 03/26/97 Purchase 200 21.995 03/26/97 Purchase 400 21.875 03/26/97 Purchase 1,500 21.985 03/26/97 Purchase 1,500 21.995 03/26/97 Purchase 3,000 21.875 03/27/97 Purchase 300 21.875 03/27/97 Purchase 700 21.875 03/27/97 Purchase 200 21.625 03/27/97 Purchase 100 21.875 03/27/97 Purchase 100 21.875 03/27/97 Purchase 600 21.875 03/27/97 Purchase 1,200 21.875 03/27/97 Purchase 300 21.625 03/31/97 Purchase 700 21.244 03/31/97 Purchase 700 21.312 03/31/97 Purchase 100 21.244 03/31/97 Purchase 100 21.312 03/31/97 Purchase 1,200 21.244 03/31/97 Purchase 1,200 21.312
(2) Transactions effected at the direction of Duquesne LLC.
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share DUQUESNE LLC CLIENTS(2) 04/01/97 Purchase 400 21.000 04/01/97 Purchase 900 20.989 04/01/97 Purchase 100 20.875 04/01/97 Purchase 100 21.000 04/01/97 Purchase 200 21.989 04/01/97 Purchase 600 21.000 04/01/97 Purchase 1,700 21.989 04/01/97 Purchase 100 20.875 04/02/97 Purchase 3,100 20.750 04/02/97 Purchase 200 20.780 04/02/97 Purchase 1,000 20.975 04/02/97 Purchase 700 20.750 04/02/97 Purchase 100 20.780 04/02/97 Purchase 200 20.975 04/02/97 Purchase 5,500 20.750 04/02/97 Purchase 400 20.780 04/02/97 Purchase 1,800 20.975 04/03/97 Purchase 400 20.418 04/03/97 Purchase 200 20.250 04/03/97 Purchase 100 20.418 04/03/97 Purchase 800 20.418 04/03/97 Purchase 300 20.250 04/04/97 Purchase 1,100 20.116 04/04/97 Purchase 500 20.094 04/04/97 Purchase 300 20.116 04/04/97 Purchase 100 20.094 04/04/97 Purchase 2,100 20.116 04/04/97 Purchase 1,000 20.094
(2) Transactions effected at the direction of Duquesne LLC.
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share DUQUESNE LLC CLIENTS(2) 04/07/97 Purchase 700 20.343 04/07/97 Purchase 1,600 20.312 04/07/97 Purchase 300 20.343 04/07/97 Purchase 100 20.312 04/07/97 Purchase 1,200 20.343 04/07/97 Purchase 3,000 20.312
(2) Transactions effected at the direction of Duquesne LLC. -----END PRIVACY-ENHANCED MESSAGE-----