-----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, H29ZHBKkh3+k6hgR3EFydqTnl9pedghYoBkLQXHyaBSG1D8wJKI1+vshf7NaxSt+ Dw3GpiYI7+SaPf18ZYe60A== 0000899243-99-000781.txt : 19990423 0000899243-99-000781.hdr.sgml : 19990423 ACCESSION NUMBER: 0000899243-99-000781 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990422 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: 99598994 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 #2 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. 2) J. Ray McDermott, S.A. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) P 64658 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) McDermott International, Inc. Attn: 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) April 20, 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 7 Pages) SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. P 64658 10 0 PAGE 2 OF 7 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON McDermott International, Inc. I.R.S. Employer Identification No. 72-0593134 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Republic of Panama - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 24,668,297/1/ SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 24,668,297 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 24,668,297 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 63.16% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 HC - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! /1/ In connection with the contribution by McDermott International, Inc. ("McDermott International") of its marine construction services business to the Issuer in 1995, the Issuer issued to McDermott International 24,668,297 shares of the Issuer's common stock and 3,200,000 shares of its Series A $2.25 Cumulative Convertible Preferred Stock. The Series A preferred stock is not registered under the Securities Exchange Act of 1934, as amended. Each share of Series A preferred stock has one vote per share, voting as a single class with the holders of the Issuer's common stock, on all matters that are voted on by holders of shares of common stock. Each share of Series A preferred stock is, in certain circumstances, convertible into 1.794 shares of the Issuer's common stock. Page 3 of 7 Pages Introduction This Amendment No. 2 to Schedule 13D is being filed by McDermott International pursuant to Rule 13d-2 of the Exchange Act to amend the Schedule 13D originally filed by McDermott International on February 9, 1995, relating to the common stock of J. Ray McDermott, S.A., as previously amended by Amendment No. 1, filed on March 12, 1999. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is amended and restated as follows: In connection with the business combination between Offshore Pipelines, Inc. and the marine construction services business of McDermott International resulting in the formation of the Issuer, McDermott International 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. If McDermott International seeks to acquire additional shares of common stock of the Issuer, it may use cash (generated internally or from external sources), its capital stock or other consideration. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended and restated as follows: McDermott International holds approximately 63% of the Issuer's outstanding common stock and approximately 66% of the total voting power of the Issuer's outstanding capital stock. McDermott International effectively controls the Issuer. From March 10, 1999 to April 19, 1999, the Board of Directors of McDermott International engaged in discussions with the Independent Committee of the Board of Directors of the Issuer concerning the possible acquisition by McDermott International of the publicly held shares of the Issuer. On April 20, 1999, the Board of Directors of McDermott International announced that it had terminated those discussions. Page 4 of 7 Pages McDermott International intends to review from time to time the Issuer's business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, McDermott International may consider from time to time various alternative courses of action. Such actions may include the acquisition of additional shares of the Issuer's common stock through open market purchases, privately negotiated transactions, tender offer, exchange offer, merger or otherwise. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is amended to include the following: 1. Press Release dated April 20, 1999 of McDermott International, Inc. 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. April 22, 1999 McDERMOTT INTERNATIONAL, INC. /s/ DANIEL R. GAUBERT --------------------------------------- By: Daniel R. Gaubert Senior Vice President and Chief Financial Officer Page 5 of 7 Pages INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 1. Press Release dated April 20, 1999 of McDermott International, Inc. Page 6 of 7 Pages EX-1 2 PRESS RELEASE DATED APRIL 20, 1999 FOR IMMEDIATE RELEASE NEW ORLEANS -- April 20, 1999 99-06 MCDERMOTT INTERNATIONAL TERMINATES PROPOSAL TO ACQUIRE MINORITY INTEREST IN J. RAY MCDERMOTT The Finance Committee of the Board of Directors of McDermott International, Inc. (NYSE: MDR) announced today that it has terminated discussions with the Independent Committee of the Board of Directors of its majority-owned subsidiary, J. Ray McDermott S.A. (NYSE: JRM), concerning the possible acquisition by McDermott International of the publicly held shares of J. Ray McDermott. The Committee said the discussions were terminated because the parties were unable to reach an acceptable financial agreement. The companies will continue to operate under the current corporate and operational management structure. 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 70161-1961 (504) 587-4080 ### Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----