-----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, OsYrWYDYTir2asjNWgJ4+b3i1gu/48+ghuAH2DQMyyyPF1gEgzZtfms7uQrt1emZ /3CLaM2ub8qcZeln3IiaMQ== 0000899140-97-000397.txt : 19970507 0000899140-97-000397.hdr.sgml : 19970507 ACCESSION NUMBER: 0000899140-97-000397 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970506 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: 97596682 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 AMENDMENT NO. 2 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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 29, 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. 2 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 5,228,100 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 5,228,100 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,228,100 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |X| 13 Percent of Class Represented By Amount in Row (11) 9.52% 14 Type of Reporting Person OO, IA 3 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 5,228,100 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 5,228,100 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,228,100 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |X| 13 Percent of Class Represented By Amount in Row (11) 9.52% 14 Type of Reporting Person IA 4 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 628,400 Shares Beneficially 8 Shared Voting Power Owned By 5,228,100 Each Reporting 9 Sole Dispositive Power Person 628,400 With 10 Shared Dispositive Power 5,228,100 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,856,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 10.66% 14 Type of Reporting Person IA 5 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 628,400 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 628,400 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 628,400 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |X| 13 Percent of Class Represented By Amount in Row (11) 1.14% 14 Type of Reporting Person OO, IA 6 Item 1. Security and Issuer This Amendment No. 2 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. 2 supplementally amends the initial statement (the "Initial Statement") on Schedule 13D of the Reporting Persons dated March 13, 1997, as amended (collectively, the "Statement"). The principal executive offices of the Issuer are located at 1450 Poydras Street, New Orleans, Louisiana 70112-6050. This Amendment No. 2 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 the total number of shares of Common Stock outstanding 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 Statement. Item 2. Identity and Background. The third paragraph of Item 2 is amended and supplemented as follows: The business of SFM LLC is managed through a Management Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr. Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Set forth in Annex A hereto and incorporated by reference in response to this Item 2 and elsewhere in this Schedule 13D, as applicable, is a list of the Managing Directors of SFM LLC. Item 3. Source and Amount of Funds or Other Consideration. Quantum Partners expended approximately $19,552,666.10 of its working capital to purchase the Common Stock which is reported in Item 5(c) as having been purchased for its account since April 8, 1997, the date of the last filing by the Reporting Persons on Schedule 13D. Duquesne LLC expended approximately $4,928,879.15 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 April 8, 1997, the date of the last filing by the Reporting Persons on Schedule 13D. 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 5,228,100 shares of Common Stock (approximately 9.52% 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 5,856,500 shares of Common Stock (approximately 10.66% of the total number of shares of Common Stock outstanding). This number consists of 7 (A) 5,228,100 shares of Common Stock held for the account of Quantum Partners and (B) 628,400 shares of Common Stock held for the accounts of the Duquesne LLC Clients. (iii) Duquesne LLC may be deemed the beneficial owner of the 628,400 shares of Common Stock held for the accounts of the Duquesne LLC Clients (approximately 1.14% 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 5,228,100 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 628,400 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 April 8, 1997, the date of the last filing by the Reporting Persons on Schedule 13D, 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). 8 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: May 6, 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 9 ANNEX A The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC: Scott K. H. Bessent Walter Burlock Brian J. Corvese Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Ron Hiram Robert K. Jermain David N. Kowitz Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM LLC, and each has a business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York, New York 10106. To the best of the Reporting Persons' knowledge: (a) none of the above persons holds any Shares; and (b) none of the above persons has any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. 10 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) 04/08/97 Purchase 45,000 20.332 04/08/97 Purchase 38,900 20.328 04/10/97 Purchase 33,000 21.469 04/11/97 Purchase 21,100 21.274 04/11/97 Purchase 400 21.020 04/14/97 Purchase 26,600 20.600 04/15/97 Purchase 18,000 20.560 04/16/97 Purchase 13,500 21.020 04/17/97 Purchase 53,100 20.959 04/18/97 Purchase 8,800 21.084 04/21/97 Purchase 19,100 20.987 04/22/97 Purchase 4,600 21.020 04/22/97 Purchase 9,700 21.086 04/29/97 Purchase 127,500 18.652 04/29/97 Purchase 82,700 18.435 04/29/97 Purchase 23,600 18.632 04/29/97 Purchase 127,500 18.652 04/30/97 Purchase 21,300 18.518 04/30/97 Purchase 42,500 18.560 04/30/97 Purchase 110,500 18.544 05/01/97 Purchase 85,000 18.271 05/02/97 Purchase 59,500 18.292 05/02/97 Purchase 7,200 18.145 05/05/97 Purchase 40,800 18.478
- -------------------- (1) Transactions effected at the direction of SFM LLC. 11
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share ------------------ ------------------- --------------------- ---------------- --------------- DUQUESNE LLC CLIENTS(2) 04/08/97 Purchase 4,100 20.328 04/08/97 Purchase 5,000 20.333 04/10/97 Purchase 3,600 21.469 04/11/97 Purchase 100 21.020 04/11/97 Purchase 2,300 21.274 04/14/97 Purchase 2,900 20.601 04/15/97 Purchase 2,000 20.560 04/16/97 Purchase 1,500 21.020 04/17/97 Purchase 5,900 20.960 04/18/97 Purchase 900 21.084 04/21/97 Purchase 2,100 20.988 04/22/97 Purchase 500 21.020 04/22/97 Purchase 76,300 21.087 04/23/97 Purchase 14,000 21.430 04/29/97 Purchase 14,500 18.435 04/29/97 Purchase 22,500 18.652 04/29/97 Purchase 22,500 18.652 04/29/97 Purchase 4,200 18.632 04/30/97 Purchase 19,500 18.544 04/30/97 Purchase 3,700 18.518 04/30/97 Purchase 7,500 18.560 05/01/97 Purchase 15,000 18.272 05/02/97 Purchase 1,300 18.145 05/02/97 Purchase 10,500 18.292 05/05/97 Purchase 7,200 18.478
- ------------------- (2) Transactions effected at the direction of Duquesne LLC. -----END PRIVACY-ENHANCED MESSAGE-----