-----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, HA5fCg1XhJVfdH50H19iFKlPzAnR/r2Q9Rs3cWna2/8dLUKyYOX45J35ia7AejpL p6Ejk9gznFrJaQ8XjvRVjA== 0000950103-99-000692.txt : 19990809 0000950103-99-000692.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950103-99-000692 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990730 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990730 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-08430 FILM NUMBER: 99675172 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 8-K 1 ================================================================================ 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 (Date of earliest event reported): July 30, 1999 MCDERMOTT INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Republic of Panama 1-8430 72-0593134 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1450 Poydras Street New Orleans, Louisiana 70112-6050 (Address of Principal Executive (Zip Code) Offices) Registrant's Telephone Number, Including Area Code: (504) 587-5400 Not Applicable -------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report.) ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On July 30, 1999, McDermott International, Inc. ("McDermott International") completed the merger of its wholly-owned subsidiary, McDermott Acquisition Company, Inc. ("McDermott Acquisition Company") with and into J. Ray McDermott, S.A. ("J. Ray McDermott"). The merger follows McDermott International's acquisition of approximately 99% of the outstanding J. Ray McDermott common shares that it did not already own for $35.62 per share in cash, without interest, pursuant to a tender offer. Under the terms of the merger, all remaining J. Ray McDermott stockholders will receive $35.62 in cash upon surrender of the certificates for their shares of common stock, par value $.01 per share (the "Shares"), of J. Ray McDermott to First Chicago Trust Company of New York, as Paying Agent appointed for that purpose. A Notice of Merger and Letter of Transmittal for surrendering shares will be mailed to all remaining holders of record of J. Ray McDermott common stock promptly. The value of the transaction is approximately $520 million. McDermott International, through McDermott Acquisition Company, purchased all of the publicly-held shares of common stock of J. Ray McDermott from cash on hand and from borrowings under a $525 million senior secured term loan agreement dated June 7, 1999 (the "Loan Agreement"), among McDermott International, the lenders named therein, and Citibank, N.A., as administrative agent. All borrowings under the Loan Agreement will mature no later than September 30, 1999. The amount of consideration for the Shares was determined after arm's-length negotiations between special committees of independent directors of McDermott International and J. Ray McDermott, and with the assistance of third party financial advisers. J. Ray McDermott supplies worldwide services for the offshore oil and gas exploration and production and hydrocarbon processing industries, and to other marine construction companies. J. Ray McDermott's principal activities include the design, engineering, fabrication and installation of offshore drilling and production platforms and other specialized structures, modular facilities, marine pipelines and subsea production systems. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 2.1 Agreement and Plan of Merger, dated as of May 7, 1999, between McDermott International, Inc. and J. Ray McDermott, S.A. (incorporated by reference to Annex A of Exhibit (a)(1) to Schedule 14D-1 filed by McDermott International, Inc. and McDermott Acquisition Company, Inc. with the Commission on May 13, 1999). 4.1 Senior Secured Term Loan Agreement, dated as of June 7, 1999, among McDermott International, Inc., the lenders named therein, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 4.1 to Form 8-K filed by McDermott International, Inc. and McDermott Acquisition Company, Inc. with the Commission on June 21, 1999). 4.2 Pledge Agreement, dated as of June 7, 1999, among McDermott International, Inc., the subsidiaries of McDermott International, Inc. named therein, and Citibank, N.A., as collateral agent (incorporated by reference to Exhibit 4.2 to Form 8-K filed by McDermott International, Inc. and McDermott Acquisition Company, Inc. with the Commission on June 21, 1999). 99.1 Press Release issued by McDermott International, Inc., dated July 30, 1999 (incorporated by reference to Exhibit (d)(11) to Final Amendment on Schedule 13E-3 filed by McDermott International, Inc., McDermott Acquisition Company, Inc. and J. Ray McDermott, S.A. with the Commission on July 30, 1999). Page 2 of 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MCDERMOTT INTERNATIONAL, INC. By: /s/ S. W. Murphy -------------------------------- Name: S. W. Murphy Title: Senior Vice President and General Counsel and Corporate Secretary July 30, 1999 Page 3 of 4 Exhibit Index Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of May 7, 1999, between McDermott International, Inc. and J. Ray McDermott, S.A. (incorporated by reference to Annex A of Exhibit (a)(1) to Schedule 14D-1 filed by McDermott International, Inc. and McDermott Acquisition Company, Inc. with the Commission on May 13, 1999). 4.1 Senior Secured Term Loan Agreement, dated as of June 7, 1999, among McDermott International, Inc., the lenders named therein, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 4.1 to Form 8-K filed by McDermott International, Inc. and McDermott Acquisition Company, Inc. with the Commission on June 21, 1999). 4.2 Pledge Agreement, dated as of June 7, 1999, among McDermott International, Inc., the subsidiaries of McDermott International, Inc. named therein, and Citibank, N.A., as collateral agent (incorporated by reference to Exhibit 4.2 to Form 8-K filed by McDermott International, Inc. and McDermott Acquisition Company, Inc. with the Commission on June 21, 1999). 99.1 Press Release issued by McDermott International, Inc., dated July 30, 1999 (incorporated by reference to Exhibit (d)(11) to Final Amendment on Schedule 13E-3 filed by McDermott International, Inc., McDermott Acquisition Company, Inc. and J. Ray McDermott, S.A. with the Commission on July 30, 1999). Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----