-----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, M7NVYxOB/Iy/e8a1ZhV+3Ja+Le0UlwznGAM6p91tJebAnvlgsud5cIJD5IDFLwzV 00qRNs28nf5BqkXKsCCM9g== 0000950103-99-000691.txt : 19990809 0000950103-99-000691.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950103-99-000691 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990730 GROUP MEMBERS: J. RAY MCDERMOTT, S.A GROUP MEMBERS: MCDERMOTT ACQUISITION COMPANY, INC GROUP MEMBERS: MCDERMOTT INTERNATIONAL INC 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 13E3/A SEC ACT: SEC FILE NUMBER: 005-48641 FILM NUMBER: 99675445 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 13E3/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 13E3/A 1 File No. 005-48641 As filed with the Securities and Exchange Commission on July 30, 1999 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13E-3 Rule 13E-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) (Final Amendment) ----------------------- J. RAY MCDERMOTT, S.A. (Name of Issuer) ----------------------- MCDERMOTT INTERNATIONAL, INC. MCDERMOTT ACQUISITION COMPANY, INC. J. RAY MCDERMOTT, S.A. (Name of Person(s) Filing Statement) ----------------------- Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) ----------------------- P 64658 10 0 (CUSIP Number of Class of Securities) ----------------------- S. Wayne Murphy Robert H. Rawle McDermott International, Inc. J. Ray McDermott, S.A. 1450 Poydras Street 1450 Poydras Street New Orleans, LA 70161 New Orleans, LA 70161 Telephone: (504) 587-5400 Telephone: (504) 587-5400 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) ----------------------- With Copies to: Christopher Mayer R. Joel Swanson Davis Polk & Wardwell Baker & Botts, L.L.P. 450 Lexington Avenue One Shell Plaza New York, New York 10017 Houston, Texas 77002-4995 Telephone: (212) 450-4000 Telephone: (713) 229-1234 ================================================================================ This Final Amendment (this "Amendment") amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") originally filed with the Securities and Exchange Commission (the "Commission") on May 13, 1999 by (i) McDermott International, Inc., a Panama corporation ("Parent"), (ii) McDermott Acquisition Company, Inc.*, a Panama corporation ("Purchaser") and a wholly-owned subsidiary of Parent, and (iii) J. Ray McDermott, S.A., a Panama corporation (the "Company"), as amended by Amendment No. 1, dated June 8, 1999 and Amendment No. 2, dated June 11, 1999, relating to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of the Company (other than shares beneficially owned by Parent), at a price of $35.62 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 1999 and the related Letter of Transmittal. All capitalized terms used in this Amendment without definition have the meanings attributed to them in the Schedule 13E-3. The items of the Schedule 13E-3 set forth below are hereby amended and supplemented as follows: Item 10. Interest in Securities of the Issuer Item 10(a) is hereby amended and supplemented to incorporate by reference the information set forth in the Press Release issued by Parent on July 30, 1999, attached hereto as Exhibit (d)(11). Item 17. Material to be Filed as Exhibits. Item 17 is hereby amended and supplemented to add the following exhibit: (d)(11) Text of Press Release issued by Parent on July 30, 1999. - -------- * On July 30, 1999, McDermott Acquisition Company, Inc. merged with and into J. Ray McDermott, S.A. and, as a result of such merger, ceased to exist as a separate entity. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. Date: July 30, 1999 MCDERMOTT INTERNATIONAL, INC. By: /s/ S. W. Murphy -------------------------------------------- Name: S. W. Murphy Title: Senior Vice President, General Counsel and Corporate Secretary MCDERMOTT ACQUISITION COMPANY, INC. By: /s/ D. R. Gaubert -------------------------------------------- Name: D. R. Gaubert Title: Treasurer J. RAY MCDERMOTT, S.A. By: /s/ D. R. Gaubert -------------------------------------------- Name: D. R. Gaubert Title: Senior Vice President and Chief Financial Officer 3 EX-99.(D)(11) 2 PRESS RELEASE Exhibit (d)(11) McDERMOTT INTERNATIONAL COMPLETES ACQUISITION OF J. RAY McDERMOTT FOR IMMEDIATE RELEASE: July 30, 1999 99-15 NEW ORLEANS, LA, July 30 -- McDermott International, Inc. (NYSE:MDR) announced today that it has completed its acquisition of J. Ray McDermott, S.A. (formerly NYSE:JRM). The acquisition was completed through the merger of International's wholly owned subsidiary, McDermott Acquisition Company, Inc., with and into J. Ray McDermott. The merger follows International's acquisition in a tender offer of approximately 99% of the outstanding J. Ray McDermott common shares that it did not already own for $35.62 per share in cash. The merger was approved by J. Ray McDermott's shareholders at a special meeting held today. Under the terms of the merger, all remaining J. Ray McDermott shareholders will receive, without interest, $35.62 in cash upon surrender of the certificates for their shares to First Chicago Trust Company of New York, as Paying Agent. A Notice of Merger and Letter of Transmittal for surrendering shares will be mailed promptly to all remaining holders of record of J. Ray McDermott common stock. In connection with the merger, J. Ray McDermott will terminate the registration of its shares with the Securities and Exchange Commission. J. Ray McDermott's shares were previously delisted from the New York Stock Exchange following the completion of the tender offer by McDermott International. As a result of the merger, J. Ray McDermott, S.A. is now a wholly owned subsidiary of McDermott International. J. Ray McDermott's businesses will continue to operate under the name J. Ray McDermott. McDermott International 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. - -xx- P.2/McDermott CONTACTS: Investor Relations Media Relations Don Washington Pierre DeGruy 504-587-4080 504-587-6451 For more information about McDermott, visit our web site: www.mcdermott.com 2 -----END PRIVACY-ENHANCED MESSAGE-----