-----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, JXeR8k5v85cvchZI9m5bGaTTJ4i29wWuhkYpxMVFnsGA/ReBeiJwQZU2mKLhWBKW dew7olnjtsV/rIBoGbK7uQ== 0000950134-00-010341.txt : 20001208 0000950134-00-010341.hdr.sgml : 20001208 ACCESSION NUMBER: 0000950134-00-010341 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001206 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001207 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: 785238 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 d82509e8-k.txt FORM 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): December 6, 2000 McDERMOTT INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Republic of Panama 72-0593134 (State of Other Jurisdiction 1-8430 (IRS Employer of Incorporation) (Commission File No.) Identification No.) 1450 Poydras Street New Orleans, Louisiana 70112-6050 (Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (504) 587-5400 Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5: OTHER EVENTS AND REGULATION FD DISCLOSURE On December 6, 2000, we amended our Amended and Restated Rights Agreement dated April 15, 1999 to extend its term from January 2, 2001 to May 3, 2001. All other terms of our Amended and Restated Rights Agreement remain unchanged. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibit 4.1 - Amended and Restated Rights Agreement dated April 15, 1999 (incorporated by reference to Exhibit 4.1 of McDermott International, Inc.'s Annual Report on Form 10-K for the fiscal year ended March 31, 1999). Exhibit 4.2 - Amendment dated December 6, 2000 to Amended and Restated Rights Agreement dated April 15, 1999. Page 2 of 3 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MCDERMOTT INTERNATIONAL, INC. By: /s/ John T. Nesser, III -------------------------------- Name: John T. Nesser, III Title: Senior Vice President and General Counsel and Corporate Secretary Date: December 6, 2000 Page 3 of 3 EX-4.2 2 d82509ex4-2.txt AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENT 1 EXHIBIT 4.2 AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT AMENDMENT dated December 6, 2000 (the "Amendment") to an Amended and Restated Rights Agreement dated as of April 15, 1999 between McDermott International, Inc., a Panama corporation (the "Company"), and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"). WHEREAS, on December 5, 1995 the Board of Directors of the Company authorized and declared a dividend of one preferred stock purchase right (a "Right") for each share of Common Stock outstanding at the close of business on January 2, 1996 (the "Record Date") and authorized the issuance of one Right in respect to each share of Common Stock issued after the Record Date, each Right representing the right to purchase one one-hundredth of a share of Preferred Stock pursuant and subject to the terms and provisions of a Rights Agreement dated as of December 5, 1995 (the "Rights Agreement") between the Company and the Rights Agent; WHEREAS, the Rights Agreement was amended on July 31, 1997 to reduce its term by five years and amended and restated on April 15, 1999 (as amended and restated, the "Amended and Restated Rights Agreement"); and WHEREAS, on December 6, 2000, the Company's Board of Directors authorized the further amendment of the Amended and Restated Rights Agreement to extend its term from January 2, 2001 to May 3, 2001; NOW, THEREFORE, the parties hereto agree as follows: 1. The definition of "Final Expiration Date" as set forth in Section 1 of the Amended and Restated Rights Agreement is amended to restate in its entirety as follows: o "Final Expiration Date" means the close of business on May 3, 2001. 2. To the extent not expressly amended or modified hereby, the Amended and Restated Rights Agreement shall remain in full force and effect. Page 1 of 2 2 EXHIBIT 4.2 3. This Amendment, the Amended and Restated Rights Agreement, each Right and each Right Certificate issued under the Amended and Restated Rights Agreement shall be deemed to be a contract made under the laws of the Republic of Panama and for all purposes shall be governed by and construed in accordance with the laws of such Republic applicable to contracts to be made and performed entirely within such Republic, except that the rights and obligations of the Rights Agent shall be governed by the law of the State of New York. 4. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Amended and Restated Rights Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. MCDERMOTT INTERNATIONAL, INC. By: /s/ John T. Nesser, III --------------------------------- Name: John T. Nesser, III Title: Senior Vice President, General Counsel and Corporate Secretary Address: 1450 Poydras Street New Orleans, LA 70160 Attn: Senior Vice President, General Counsel and Corporate Secretary FIRST CHICAGO TRUST COMPANY OF NEW YORK By: /s/ Jeffery Cohen --------------------------------- Name: Jeffery Cohen Title: Sr. Account Manager Address: 525 Washington Boulevard Jersey City, New Jersey 07310 Attn: Sr. Account Manager Page 2 of 2 -----END PRIVACY-ENHANCED MESSAGE-----