-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AoFe5VW0JcwxrryPxumiEam5Dw/lHAxbjIdI0h6MM2cQmExlLLwaVhoOyjB/1NL1 nl2koXvoKzGz+p/xyAydNQ== 0000899243-95-000055.txt : 19950515 0000899243-95-000055.hdr.sgml : 19950515 ACCESSION NUMBER: 0000899243-95-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950215 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950215 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 720593134 STATE OF INCORPORATION: R1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08430 FILM NUMBER: 95511624 BUSINESS ADDRESS: STREET 1: 1010 COMMON ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045875400 MAIL ADDRESS: STREET 1: P O BOX 61961 CITY: NEW ORLEANS STATE: LA ZIP: 70161 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 15, 1995 McDERMOTT INTERNATIONAL, INC. ------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) REPUBLIC OF PANAMA ------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-8430 72-0593134 - ---------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 1450 Poydras Street New Orleans, Louisiana 70112-2401 ---------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (504) 587-5400 ---------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ITEM 2. In connection with the merger of Offshore Pipelines, Inc. ("OPI") into J. Ray McDermott, S.A. ("JRM") on January 31, 1995, McDermott International, Inc. (the "Registrant") contributed substantially all of its marine construction services business to JRM pursuant to which the Registrant received (a) 3,200,000 shares of JRM's Series A $2.25 Cumulative Convertible Preferred Stock, (b) $231,000,000, in aggregate principal amount, of JRM's Senior Subordinated Notes due September 15, 2001, (c) 24,668,297 shares of the 38,586,243 shares of JRM's common stock, $.01 par value, outstanding upon the consummation of the merger and (d) other consideration. JRM issued a press release describing the consummation of this transaction on January 31, 1995, a copy of which is attached as Exhibit 99.1. As a result of this transaction, the Registrant will participate in the combined marine construction services businesses of the Registrant and OPI through its majority ownership of JRM. ITEM 7. (a) and (b) Financial Statements and Pro Forma Information. At this time it is impracticable to file the required financial statements and pro forma financial information. The required financial statements and pro forma information will be filed as soon as possible, but not later than sixty (60) days from the date hereof. (c) Exhibits. The following exhibit is filed as part of this Report:
Exhibit No. Description ----------- ----------- 99.1 JRM's Press Release dated January 31, 1995
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. McDERMOTT INTERNATIONAL, INC. DATE: February 15, 1995 /s/ L.R. Purtell --------------------------------- Name: L.R. Purtell Title: Senior Vice President and General Counsel and Corporate Secretary EXHIBIT INDEX The following exhibit is attached hereto and incorporated herein by reference.
Exhibit Sequentially Number Description Numbered Page - ------- ----------- ------------- 99.1 JRM's press release describing 5 the consummation of transaction on January 31, 1995.
EX-99.1 2 PRESS RELEASE FOR IMMEDIATE RELEASE NEW ORLEANS, LA -- January 31, 1995 95-01 J. RAY McDERMOTT, S.A. BEGINS OPERATIONS, TRADING ON NEW YORK STOCK EXCHANGE Robert E. Howson, chairman of the board and chief executive officer, J. Ray McDermott, S.A., announced that the merger to form J. Ray McDermott, S.A., a Panamanian company, was concluded successfully after approval by the shareholders of Offshore Pipelines, Inc. (NYSE: OFP) yesterday in Houston. J. Ray McDermott (NYSE:JRM) consists of substantially all of the marine construction services businesses formerly conducted by McDermott International, Inc. (NYSE:MDR) and by OPI. It will begin operations and trading on the New York Stock Exchange today. The new company's common stock will be traded under the symbol JRM. Its Series B preferred stock will be traded under the symbol JRM.PR. Under the terms of the merger agreement, McDermott International, Inc. holds 61 percent of JRM's fully diluted common stock, excluding JRM's Series A Cumulative Convertible Preferred Stock, while former holders of OPI's common stock and options hold 39 percent of JRM's common stock. McDermott International has also received securities issued by J. Ray McDermott with a combined face value of $391 million, including $160 million in 4 1/2% Series A Cumulative Convertible Preferred Stock and $231 million in 9% subordinated notes. In addition to Howson, who is also chairman of the board and chief executive officer, McDermott International, Frank C. Wade, formerly chairman of the board and chief executive officer, OPI, has been named vice chairman of the new company. James J. Wildasin, formerly president and chief operating officer of McDermott International's marine construction unit, has assumed the same title in the new company. Other key executives of the new company include Richard R. Foreman, formerly president and chief financial officer, OPI, who has been named executive vice president and chief financial officer, and Don W. Wilson, formerly president, OPI International, Inc., who has been named executive vice president, operations. Lawrence R. Purtell, who will continue as senior vice president, general counsel and corporate secretary, McDermott International, will serve in the same capacity with J. Ray McDermott. Wildasin, Foreman, and Wilson will be located at J. Ray McDermott's headquarters in London. Purtell will remain in New Orleans. Further details of the company's organization will be announced later. "We are very pleased to have completed this merger," said Howson. "We are confident that we have created a very strong marine construction company that can compete successfully in any market, providing the highest level of service to its customers while benefitting from the cost reductions and the range of capabilities created by the merger." Howson continued: "The merger also creates an opportunity for the shareholders of McDermott International to participate in the success of J. Ray McDermott, while continuing to participate in our traditional businesses as well as in new ventures." J. Ray McDermott, S.A., is the world's leading marine construction company. Its services include fabrication, transportation, and installation of new and refurbished offshore platforms, installation of offshore pipelines, and design and installation of subsea production facilities for the offshore oil and gas industry. 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. Through its majority ownership of J. Ray McDermott, S.A., McDermott International also participates in offshore construction. For additional information contact: Don Washington McDermott International, Inc. P. O. Box 61961 New Orleans, LA 70161-1961 (504) 587-4080 -----END PRIVACY-ENHANCED MESSAGE-----