-----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, E7rLPNK7zQFnCaeAmXxERN6jD2b6DSuFkH7gkX1o3M4fhFGvr6xJDcdgUx9qduhq sv3B/2lbHTqgDjjiyIEtUw== 0000899243-99-000444.txt : 19990315 0000899243-99-000444.hdr.sgml : 19990315 ACCESSION NUMBER: 0000899243-99-000444 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990312 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT J RAY SA CENTRAL INDEX KEY: 0000934590 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 721278896 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48641 FILM NUMBER: 99563854 BUSINESS ADDRESS: STREET 1: 1450 POYDRAS ST STREET 2: PO BOX 61829 CITY: NEW ORLEANS STATE: LA ZIP: 70112-6050 BUSINESS PHONE: 5045874956 MAIL ADDRESS: STREET 1: 1450 POYDRAS STREET STREET 2: PO BOX 61829 CITY: NEW ORLEANS STATE: LA ZIP: 70161-1829 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 720593134 STATE OF INCORPORATION: R1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) J. Ray McDermott, S.A. --------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value --------------------------------------------------------------------- (Title of Class of Securities) P 64658 10 0 --------------------------------------------------------------------- (CUSIP Number) S.W. Murphy, Senior Vice President, General Counsel and Corporate Secretary, 1450 Poydras Street, New Orleans, LA 70112 (504) 587-5300 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 10, 1999 --------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 Pages) - ----------------------- ----------------- CUSIP No. P 64658 10 0 13D Page 2 of 8 Pages - ----------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) McDermott International, Inc. I.R.S. Employer Identification No. 72-0593134 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Panama - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 24,668,297/1/ SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 24,668,297 -------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,668,297 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.17% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! /1/ In connection with the contribution to the Issuer by McDermott International, Inc. (the "Company") of its marine construction services business, the Issuer issued 3,200,000 shares of its Series A $2.25 Cumulative Convertible Preferred Stock (the "Series A Preferred Stock") to the Company. The Series A Preferred Stock is not registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each share of Series A Preferred Stock has one vote per share, voting with the holders of the Issuer's common stock as a single class, on all matters that are voted on by holders of shares of common stock. Page 3 of 8 Pages Introduction This Amendment No. 1 to Schedule 13D relating to the common stock of J. Ray McDermott, S.A is being filed by the Company pursuant to Rule 13d-2 of the Exchange Act to amend the Schedule 13D originally filed by the Company on February 9, 1995 ITEM 1. Security and Issuer. Title of Security: Common Stock, par value $.01 Name and Address of Issuer's Principal Executive Offices: J. Ray McDermott, S.A. 1450 Poydras Street P.O. Box 61829 New Orleans, LA 70161-1829 Item 2. Identity and Background. ITEM 2(A). Name of Person Filing: McDermott International, Inc. (the "Company") Place of Organization: Republic of Panama ITEM 2(B). Address of Principal Business Office 1450 Poydras Street P.O. Box 61961 New Orleans, LA 70161-1961 ITEM 2(C). Principal Business: Energy Services Industry ITEM 2(D). Criminal Convictions: None Item 2(e). Civil Proceedings: None Page 4 of 8 Pages ITEM 3. Source and Amount of Funds or Other Consideration. In connection with the business combination between Offshore Pipelines, Inc. and the marine construction services business of the Company resulting in the formation of the Issuer, the Company contributed substantially all of its marine construction services business to the Issuer in exchange for 24,668,297 shares of common stock, 3,200,000 shares of Series A $2.25 Cumulative Convertible Preferred Stock (see footnote 1 to Schedule 13D), and other consideration. The Company intends to use its capital stock and/or other consideration to acquire additional shares of the Issuer (see Item 4). Item 4. Purpose of Transaction. The securities were acquired in connection with the merger resulting in the formation of the Issuer. It is the intention of the Company to hold the securities as an investment. It is also the intention of McDermott International to acquire all of the publicly held shares of the Issuer. The Board of Directors of McDermott International has made a proposal to the Independent Committee of the Board of Directors of the Issuer, under which the Company would acquire all of the publicly held shares of the Issuer. The proposal calls for a merger in which each publicly held share of the Issuer would be converted into 1.15 shares of the Company. There can be no assurance that the proposal will be approved by the Independent Committee of the Board of Directors of the Issuer or if the proposal is approved, that the Company and the Issuer will enter into a definitive merger agreement or that any of the conditions to the consummation of the transaction contemplated by such merger agreement will be satisfied in a timely manner or at all. If the Company is unable to reach an agreement with the Board of Directors of the Issuer or any conditions to the consummation of the transaction contemplated by such agreement are not satisfied, the Company will consider alternatives to acquire some or all of the existing publicly held shares of the Issuer. Page 5 of 8 Pages Item 5. Interest in Securities of the Issuer. The Company holds 24,668,297 shares of the Issuer's common stock, approximately 63% of the Issuer's outstanding common stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to the Merger Agreement, as hereinafter defined, the Company agreed to vote its shares of the Issuer's capital stock in favor of the election of certain Directors at the first annual meeting after the date of the Merger Agreement. Such arrangement is no longer in effect. Item 7. Material to be Filed as Exhibits. 1. Agreement and Plan of Merger dated as of June 2, 1994 (as amended, the "Merger Agreement"), by and among Offshore Pipelines, Inc., the Issuer, the Company, and J. Ray McDermott Holdings, Inc. (formerly MCB I, Inc.).* 2. Press Release dated March 10, 1999 of McDermott International, Inc. *Previously filed. 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. March 12, 1999 McDERMOTT INTERNATIONAL, INC. /s/ DANIEL R. GAUBERT ----------------------------------- By: Daniel R. Gaubert Senior Vice President and Chief Financial Officer Page 6 of 8 Pages INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 1. Agreement and Plan of Merger dated as of June 2, 1994 (as amended), by and among J. Ray McDermott, S.A., McDermott International, Inc., MCB I, Inc. and Offshore Pipelines, Inc.* 2. Press Release dated March 10, 1999 of McDermott International, Inc. * Previously filed. Page 7 of 8 Pages EX-2 2 PRESS RELEASE DATED MARCH 10, 1999 EXHIBIT NO. 2 FOR IMMEDIATE RELEASE NEW ORLEANS -- March 10, 1999 99-04 MCDERMOTT INTERNATIONAL, INC. BOARD OF DIRECTORS ANNOUNCES MERGER PROPOSAL FOR J. RAY MCDERMOTT MINORITY INTEREST The Board of Directors of McDermott International, Inc. today made a proposal to the Independent Committee of the Board of Directors of its majority-owned subsidiary, J. Ray McDermott, S.A. (NYSE: JRM), under which McDermott International would acquire all of the publicly held shares of JRM. The proposal calls for a merger in which each publicly held share of J. Ray McDermott would be converted into 1.15 shares of McDermott International, Inc. common stock. In a letter to the J. Ray McDermott Independent Committee, John W. Johnstone, Jr., Chairman of the Finance Committee of the McDermott International Board, said the offer "represents a significant premium to yesterday's closing price. We believe that our proposal presents an excellent opportunity for your public shareholders and are confident that you will conclude that it is fair and to the best interest of your public shareholders." Johnstone's letter continued: "We are prepared promptly to enter into a binding agreement which would contain standard terms and conditions for transactions of this nature. We know you will carefully consider our proposal and we look forward to working closely with you to conclude a transaction." McDermott International, Inc. is a leading worldwide energy services company. The company and its subsidiaries manufacture steam-generating equipment, environmental equipment, and products for the U.S. government. They also provide engineering and construction services for industrial, utility, and hydrocarbon processing facilities, and to the offshore oil and natural gas industry. For additional information, please contact: Don Washington McDermott International, Inc. P. O. Box 61961 New Orleans, LA 70160 (504) 587-4080 ### Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----