-----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, KH9jlJivUxNttCqPOCUFyyUci0ggM+kbpE9LUPM1MF+awVHn0VUJWKSd6HbSM8Zh XTP7VysEOXBPSn9VRSCY/g== 0000950134-96-003502.txt : 19960715 0000950134-96-003502.hdr.sgml : 19960715 ACCESSION NUMBER: 0000950134-96-003502 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960712 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-20599 FILM NUMBER: 96594305 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 10-K405/A 1 FORM 10-K AMENDMENT NO. 2 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 1 0 - K/A-2 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended March 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the transition period from to --------------------- -------------------- Commission File Number 1-8430 McDERMOTT INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) REPUBLIC OF PANAMA 72-0593134 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 Securities Registered Pursuant to Section 12(b) of the Act: Name of each Exchange Title of each class on which registered ------------------- ------------------- Common Stock, $1.00 par value New York Stock Exchange Rights to Purchase Common Stock New York Stock Exchange (Currently Traded with Common Stock) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of voting stock held by non-affiliates of the registrant was $1,144,922,838 as of April 23, 1996. The number of shares outstanding of the Company's Common Stock at April 23, 1996 was 54,535,823. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the Company's 1996 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. 2 McDERMOTT INTERNATIONAL, INC. INDEX TO FINANCIAL STATEMENT SCHEDULES AND EXHIBITS
Page Report of Independent Auditors 2 Financial Statement Schedule Covered by Report of Independent Auditors: I Condensed Financial Information of Registrant 3 Signature of Registrant 9 Exhibit Index - ------------- 3.2 McDermott International, Inc.'s amended and restated By-Laws. 99 Supplementary Financial Information on Panamanian Securities Regulations
All schedules other than the above have been omitted because they are not required or the information is included in the Consolidated Financial Statements, Notes thereto or in the Form 10-K/A-1 filed on June 20, 1996. -1- 3 REPORT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders McDermott International, Inc. We have audited the consolidated financial statements of McDermott International, Inc. as of March 31, 1996 and 1995, and for each of the three years in the period ended March 31, 1996, and have issued our report thereon dated May 15, 1996. Our audits also included the financial statement schedule listed in the Index to Financial Statement Schedules and Exhibits in this Form 10-K/A-2. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. ERNST & YOUNG LLP New Orleans, Louisiana May 15, 1996 -2- 4 Schedule I McDERMOTT INTERNATIONAL, INC. (PARENT COMPANY ONLY) BALANCE SHEET MARCH 31, 1996 AND 1995
ASSETS - ------ 1996 1995 ---- ---- (In thousands) Current Assets: Cash and cash equivalents $ 115 $ 212 Accounts receivable - trade 1,339 110 Accounts receivable - other 875 421 Accounts receivable from subsidiaries 322,375 649,355 Other current assets 56 520 - --------------------------------------------------------------------------- Total Current Assets 324,760 650,618 - --------------------------------------------------------------------------- Investments in Subsidiaries and Other Investees, at Equity 1,244,868 1,239,036 - --------------------------------------------------------------------------- Property, Plant and Equipment, at Cost: Buildings 3,420 3,420 Machinery and equipment 10,241 10,405 Property under construction 4 42 - --------------------------------------------------------------------------- 13,665 13,867 Less accumulated depreciation 13,288 13,192 - --------------------------------------------------------------------------- Net Property, Plant and Equipment 377 675 - --------------------------------------------------------------------------- Notes Receivable from Subsidiaries and Other Investees 231,000 270,802 - --------------------------------------------------------------------------- Other Assets 30,766 31,932 - --------------------------------------------------------------------------- TOTAL $ 1,831,771 $ 2,193,063 ===========================================================================
See accompanying notes to condensed financial information. -3- 5 Schedule I
LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ 1996 1995 ---- ---- (In thousands) Current Liabilities: Current maturities of long-term debt $ 20,500 $ 18,500 Accounts payable 1,305 2,194 Accounts payable to subsidiaries 1,010,558 1,324,156 Accrued liabilities - other 22,849 23,252 Income taxes 18 213 - ------------------------------------------------------------------------------- Total Current Liabilities 1,055,230 1,368,315 - ------------------------------------------------------------------------------- Long-Term Debt 34,800 55,300 - ------------------------------------------------------------------------------- Notes Payable to Subsidiaries 45,455 47,784 - ------------------------------------------------------------------------------- Other Liabilities 11,766 11,085 - ------------------------------------------------------------------------------- Contingencies - ------------------------------------------------------------------------------- Stockholders' Equity: Preferred stock 2,875 2,875 Common stock 54,436 53,960 Capital in excess of par value 949,022 936,134 Deficit (290,968) (249,061) Minimum pension liability (1,428) (391) Net unrealized loss on investments (1,875) (8,050) Currency translation adjustments (27,542) (24,888) - ------------------------------------------------------------------------------- Total Stockholders' Equity 684,520 710,579 - ------------------------------------------------------------------------------- TOTAL $ 1,831,771 $ 2,193,063 ===============================================================================
-4- 6 Schedule I McDERMOTT INTERNATIONAL, INC. (PARENT COMPANY ONLY) STATEMENT OF INCOME (LOSS) FOR THE THREE FISCAL YEARS ENDED MARCH 31, 1996
1996 1995 1994 ---- ---- ---- (In thousands) Revenues $ 840 $ 41,855 $ 32,635 - ----------------------------------------------------------------------------------------- Costs and Expenses: Cost of operations (excluding depreciation and amortization) 2 34,135 29,571 Depreciation and amortization 3,067 4,698 5,422 Selling, general and administrative expenses 2,949 8,623 27,402 - ----------------------------------------------------------------------------------------- 6,018 47,456 62,395 - ----------------------------------------------------------------------------------------- Operating Loss before Equity in Income of Investees (5,178) (5,601) (29,760) Equity in Income of Subsidiaries and Other Investees 16,314 877 107,942 - ----------------------------------------------------------------------------------------- Operating Income (Loss) 11,136 (4,724) 78,182 - ----------------------------------------------------------------------------------------- Other Income (Expense): Interest income 21,913 25,047 19,003 Interest expense (12,801) (13,916) (10,473) Other - net 377 9,038 (292) - ----------------------------------------------------------------------------------------- 9,489 20,169 8,238 - ----------------------------------------------------------------------------------------- Income before Provision for (Benefit from) Income Taxes and Cumulative Effect of Accounting Changes 20,625 15,445 86,420 Provision for (Benefit from) Income Taxes - 4,569 (3,536) - ----------------------------------------------------------------------------------------- Income before Cumulative Effect of Accounting Changes 20,625 10,876 89,956 - ----------------------------------------------------------------------------------------- Cumulative Effect of Accounting Changes - (1,765) (100,750) - ----------------------------------------------------------------------------------------- Net Income (Loss) $ 20,625 $ 9,111 $ (10,794) =========================================================================================
See accompanying notes to condensed financial information -5- 7 McDERMOTT INTERNATIONAL, INC. (PARENT COMPANY ONLY) STATEMENT OF CASH FLOWS FOR THE THREE FISCAL YEARS ENDED MARCH 31, 1996 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
1996 1995 1994 --- ---- ---- (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ 20,625 $ 9,111 $ (10,794) - ------------------------------------------------------------------------------------------------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 3,067 4,698 5,422 Equity in income or loss of subsidiaries and other investees, less dividends 4,936 10,922 (101,787) Provision for deferred taxes - (627) (2,997) Cumulative effect of accounting changes - 1,765 100,750 Other 8,349 (3,048) (346) Changes in assets and liabilities: Accounts and notes receivable 300,318 96,338 88,034 Accounts payable (249,706) 67,603 (61,860) Income taxes (195) (28,992) (757) Other, net (5,953) (41,253) (9,798) - ------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 81,441 116,517 5,867 - ------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition - - (58,040) Proceeds from sale and disposal of assets - 8,334 368 Purchases of property, plant and equipment - (562) (2,120) Investments in subsidiaries (100) (200) (100,069) Increase in loans to subsidiaries - (16,600) - - ------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (100) (9,028) (159,861) - -------------------------------------------------------------------------------------------------
-6- 8 CONTINUED INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
1996 1995 1994 ---- ---- ---- (In thousands) CASH FLOWS FROM FINANCING ACTIVITIES: Payment of long-term debt $ (18,500) $ (16,600) $ (15,000) Increase (decrease) in short-term borrowing - (19,370) 18,596 Issuance of common stock 1,802 3,194 16,441 Issuance of preferred stock - - 140 066 Increase (decrease) in loans from subsidiaries (2,329) (14,928) 50,301 Dividends paid (62,411) (61,827) (56,773) Other - (159) - - ------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (81,438) (109,690) 153,631 - ------------------------------------------------------------------------------------------------------------- EFFECTS OF EXCHANGE RATE CHANGES ON CASH - - (92) - ------------------------------------------------------------------------------------------------------------- NET DECREASE IN CASH AND CASH EQUIVALENTS (97) (2,201) (455) - ------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 212 2,413 2,868 - ------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 115 $ 212 $ 2,413 ============================================================================================================= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest, including intercompany interest (net of amount capitalized) $ 13,267 $ 14,186 $ 10,989 Income taxes, net of refunds $ 199 $ 252 $ 371 =============================================================================================================
See accompanying notes to condensed financial information. -7- 9 McDERMOTT INTERNATIONAL, INC. (PARENT COMPANY ONLY) NOTES TO CONDENSED FINANCIAL INFORMATION FOR THE THREE FISCAL YEARS ENDED MARCH 31, 1996 - -------------------------------------------------------------------------------- NOTE 1 - BASIS OF PRESENTATION The accompanying financial statements have been prepared to present the unconsolidated financial position, results of operations and cash flows of McDermott International, Inc. (Parent Company Only). Investments in subsidiaries and other investees are stated at cost plus equity in undistributed earnings from date of acquisition. These Parent Company Only financial statements should be read in conjunction with McDermott International, Inc.'s consolidated financial statements. NOTE 2 - LONG-TERM DEBT
Long-term debt consists of: 1996 1995 ---- ---- (In thousands) 10.375% Note payable due 1998 (Secured) $ 55,300 $ 73,800 Less: Amounts due within one year $ 20,500 18,500 --------- --------- $ 34,800 $ 55,300 ========= =========
Maturities of long-term debt subsequent to March 31, 1996 are as follows: 1997 - - $20,500,000; 1998 - $22,600,000; 1999 - $12,200,000. NOTE 3 - CONTINGENCIES McDermott International, Inc. is contingently liable under standby letters of credit totaling $8,849,000 at March 31, 1996 issued in the normal course of business. McDermott International, Inc. has guaranteed the indebtedness of certain of its subsidiaries and other investees. At March 31, 1996, these guarantees included $49,777,000 of loans to and $1,074,000 of standby letters of credit issued by certain subsidiaries and other investees. NOTE 4 - DIVIDENDS RECEIVED McDermott International, Inc. received dividends from its consolidated subsidiaries of $21,250,000, $11,799,000, and $138,438,000 (including $132,283,000 of investments) for the years ended March 31, 1996, March 31, 1995 and March 31, 1994, respectively. -8- 10 SIGNATURE OF THE REGISTRANT Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. McDERMOTT INTERNATONAL, INC. ---------------------------- (REGISTRANT) By: s/Daniel R. Gaubert -------------------------- Daniel R. Gaubert Vice President, Finance and Controller July 11, 1996 -9- 11 EXHIBIT INDEX
Exhibit Number -------- 3.2 McDermott International, Inc.'s amended and restated By-Laws. 99 Supplementary Financial Information on Panamanian Securities Regulations
-10- EX-3.2 2 MCDERMOTT INT'L AMENDED AND RESTATED BYLAWS 1 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF McDERMOTT INTERNATIONAL, INC. (as amended to June 4, 1996) ARTICLE I Meetings of Stockholders Section 1. The annual and any special meetings of the stockholders shall be held on the date and at the time and place designated in the notice of such meetings or in a duly executed waiver of notice thereof. Section 2. A special meeting of the stockholders may be held at any time upon the call of the Chief Executive Officer or by order of the Board of Directors. Section 3. Whether or not a quorum is present at any stockholders' meeting, the meeting may be adjourned from time to time by the vote of the holders of a majority of the voting power of the shares of the outstanding capital stock of the Company present in person or represented by proxy at the meeting, as they shall determine. Section 4. Holders of a majority of the voting power of the shares of the outstanding capital stock of the Company entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of all business at any meeting of the stockholders. Section 5. In all matters arising at stockholders' meetings, a majority of the voting -1- 2 power of the shares of the outstanding capital stock of the Company present in person or represented by proxy at the meeting shall be necessary and sufficient for the transaction of any business, except where some larger percentage is affirmatively required by law or by the certificate of incorporation. Section 6. At any meeting of stockholders, the chairman of the meeting may appoint two inspectors who shall subscribe an oath or affirmation to execute faithfully the duties of inspectors with strict impartiality and according to the best of their ability, to canvass the votes on any matter and make and sign a certificate of the result thereof. No candidate for the office of director shall be appointed as such inspector with respect to the election of directors. Such inspectors shall be appointed upon the request of the holders of ten percent (10%) or more of the voting power of the shares of the outstanding capital stock of the Company present and entitled to vote on such matter. Section 7. All elections of directors shall be by ballot. The chairman of the meeting may cause a vote by ballot to be taken upon any other matter, and such vote by ballot shall be taken upon the request of the holders of ten percent (10%) or more of the voting power of the shares of the outstanding capital stock of the Company present and entitled to vote on such matter. Section 8. The meetings of the stockholders shall be presided over by the Chief Executive Officer, or if he is absent or unable to preside, by the Chairman and if neither the Chief Executive Officer nor the Chairman is present or able to preside, then by a Vice Chairman; if more than one Vice Chairman is present and able to preside the Vice Chairman who shall have held such office for the longest period of time shall preside; if neither the Chief Executive Officer nor the Chairman nor a Vice Chairman is present and able to preside, -2- 3 then the President shall preside; if none of the above is present and able to preside, then a person shall be elected at the meeting to preside over same. The Secretary of the Company, if present, shall act as secretary of such meetings or, if he is not present, an Assistant Secretary shall so act; if neither the Secretary nor an Assistant Secretary is present, then a secretary shall be appointed by the person presiding over the meeting. The order of business shall be as follows: (a) Calling of meeting to order (b) Election of chairman and the appointment of a secretary, if necessary (c) Presentation of proof of the due calling of the meeting (d) Presentation and examination of proxies (e) Settlement of the minutes of the previous meeting (f) Reports of officers and committees (g) The election of directors, if an annual meeting, or a meeting called for that purpose (h) Unfinished business (i) New business (j) Adjournment. Section 9. At every meeting of the stockholders, all proxies shall be received and taken in charge of and all ballots shall be received and canvassed by the secretary of the meeting who shall decide all questions touching the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless inspectors shall have been appointed, in which event such inspectors shall perform such duties and decide such questions with respect to the matter for which they have been appointed. -3- 4 ARTICLE II Directors Section 1. The business and affairs of the Company shall be managed by its Board of Directors in accordance with the provisions of the Articles of Incorporation. The number of Directors shall be as provided in the Articles of Incorporation. Section 2. Meetings of the Board of Directors may be called by the Chairman or by the Chief Executive Officer or by a majority of the directors by giving notice to each director. Section 3. Meetings of the Board of Directors shall be presided over by the Chairman, or if the Chairman so requests or is absent or unable to preside, by the Chief Executive Officer; if neither the Chairman nor the Chief Executive Officer is present and able to preside, then by a Vice Chairman; if more than one Vice Chairman is present and able to preside, the Vice Chairman who shall have held such office for the longest period of time shall preside; if neither the Chairman nor the Chief Executive Officer nor a Vice Chairman is present and able to preside, then the President shall preside; if none of the above is present and able to preside, then one of the Directors shall be elected at the meeting to preside over same. Section 4. Whether or not a quorum is present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time as they may determine. Notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Any business may be transacted at the adjourned meeting which might have been transacted at the original meeting. Section 5. Any committee of the Board of Directors shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the -4- 5 Company to the extent provided in the resolution by which such committee is designated, except that no such committee shall have authority to alter or amend the By-Laws, or to fill vacancies in either the Board of Directors or its own membership. In the absence or disqualification of any member of such a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each such committee shall meet at stated times or on notice to all by any of its own number. It shall fix its own rules of procedure. A majority shall constitute a quorum and the affirmative vote of a majority of those present at a meeting at which a quorum is present shall be the act of such committee. Each such committee shall keep minutes of its proceedings. Section 6. Directors shall receive as compensation for their services an amount in addition to actual expenses incident to the attending of meetings to be fixed by resolution of the Board of Directors. Nothing in this section shall be construed to preclude a Director from serving the Company in any other capacity and receiving compensation therefor. Section 7. No person who has attained the age of seventy (70) years shall be initially elected a Director of the Company, but any person, who has been so elected prior to attaining such age, and who attains such age while serving as a Director, shall continue to serve as a Director until the third succeeding annual meeting of the stockholders following the annual meeting of stockholders at which he was last elected a Director of the Company, as of which annual meeting of stockholders such person shall retire from the Board of Directors and shall not again be elected to or serve on the Board of Directors, unless otherwise specifically authorized by a majority vote of the Board of Directors. However, in no -5- 6 event shall a Director serve past his attaining age 76, except in the case to allow completion of a Director's current term in office which expires during the year which he attains age 76. Section 8. No person who has attained the age of seventy (70) years shall be initially elected a Director of the Company, but any person, who has been so elected prior to attaining such age, and who attains such age while serving as a Director, shall continue to serve as a Director until the third succeeding annual meeting of the stockholders following the annual meeting of stockholders at which he was last elected a Director of the Company, as of which annual meeting of stockholders such person shall retire from the Board of Directors and shall not again be elected to or serve on the Board of Directors, unless otherwise specifically authorized by a majority vote of the Board of directors. However, in no event shall a Director serve past his attaining age 76, and any such Director who attains age 76 during a term to which he was elected shall immediately resign and retire from the Board of Directors. No person shall be nominated for election or serve as a Director who has served as a Director of the Company, together with its parent and subsidiary companies, for a cumulative period of twenty (20) years and any such person whose service as a Director totals twenty (20) years during a term to which he is elected shall resign and retire from the Board of Directors as of the next annual meeting of stockholders. ARTICLE III Officers Section 1. The officers of this Company shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders or from time to time and shall hold office until their successors are elected and qualify, or until their earlier -6- 7 death, resignation or removal. Such officers shall consist of a Chairman of the Board of Directors, a Chief Executive Officer, one or more Vice Chairmen of the Board of Directors, a President, one or more Vice Presidents, a Secretary, a Treasurer and one or more Controllers. In these By-Laws, the Chairman of the Board of Directors is sometimes referred to as "Chairman", and the Vice Chairman or Vice Chairmen of the Board of Directors are sometimes referred to as "Vice Chairman" or "Vice Chairmen", respectively. The Board of Directors may in addition elect at such meeting or from time to time one or more Assistant Secretaries and one or more Assistant Treasurers and one or more Assistant Controllers. Any number of offices may be held by the same person. Section 2. The officers shall have such powers and duties as may be provided in these By-Laws and as may be conferred upon or assigned to them by the Board of Directors from time to time. Section 3. The Chairman shall preside over meetings of the Board of Directors, as stated elsewhere in these By- Laws. Section 4. The Chief Executive Officer shall preside over meetings of the shareholders, as stated elsewhere in these By-Laws; subject to the direction of the Board of Directors, he shall have and exercise direct charge of and general supervision over all business and affairs of the Company and shall perform all duties incident to the office of the Chief Executive Officer of a corporation, and such other duties as may be assigned to him by the Board of Directors. Section 5. Each Vice Chairman of the Board of Directors shall have and exercise such powers and perform such duties as may be conferred upon or assigned to him by the Board of Directors or by the Chief Executive Officer. -7- 8 Section 6. The President shall be the Chief Operating Officer of the Company and shall have and exercise such powers and perform such duties as may be conferred upon or assigned to him by the Board of Directors or by the Chief Executive Officer. Section 7. Each Vice President shall have and exercise such powers and perform such duties as may be conferred upon or assigned to him by the Board of Directors or by the Chief Executive Officer. Section 8. Each Controller shall have and exercise such powers and perform such duties as may be conferred upon or assigned to him by the Board of Directors or by the Chief Executive Officer. Section 9. The Secretary shall give proper notice of meetings of stockholders and directors, shall be custodian of the book in which the minutes of such meetings are kept, and shall perform such other duties as shall be assigned to him by the Board of Directors or by the Chief Executive Officer. Section 10. The Treasurer shall keep or cause to be kept accounts of all monies of the company received or disbursed, shall deposit or cause to be deposited all monies and other valuables in the name of and to the credit of the Company in such banks and depositories as the Board of Directors shall designate, and shall perform such other duties as shall be assigned to him by the Board of Directors or by the Chief Executive Officer. All checks or other instruments for the payment of money shall be signed in such a manner as the Board of Directors may from time to time determine. Section 11. Any officers of the Company may be removed, with or without cause, by resolution adopted by the Board of Directors at a meeting called for that purpose. -8- 9 ARTICLE IV Seal The corporate seal of this Company shall be a circular seal with the name of the Company around the border and the word "SEAL" in the center. ARTICLE V Any of these By-Laws may be amended, altered or repealed and additional By-Laws may be adopted by the Board of Directors by the affirmative vote of a majority of the whole Board cast at a meeting duly held, except that the vote of two-thirds of the outstanding shares of the Company entitled to vote shall be required to amend, alter or repeal Section 1 or Section 9 of Article II or this Article V (as it applies to said Section 1 and 9 of Article II) of these By-Laws. ARTICLE VI Indemnification Section 1. Each person (and the heirs, executors and administrators of such person) who is or was a director or officer of the Company shall in accordance with Section 2 of this Article VI be indemnified by the Company against any and all liability and reasonable expense that may be paid or incurred by him in connection with or resulting from any actual or -9- 10 threatened claim, action, suit or proceeding (whether brought by or in the right of the Company or otherwise), civil, criminal, administrative or investigative, or in connection with an appeal relating thereto, in which he may become involved, as a party or otherwise, by reason of his being or having been a director or officer of the Company or, if he shall be serving or shall have served in such capacity at the request of the Company, a director, officer, employee or agent of another corporation or any partnership, joint venture, trust or other entity whether or not he continues to be such at the time such liability or expense shall have been paid or incurred, provided such person acted, in good faith, in a manner he reasonably believed to be in or not opposed to the best interest of the Company and in addition, in criminal actions or proceedings, had no reasonable cause to believe that his conduct was unlawful. As used in this ARTICLE VI, the terms, "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by, such director or officer. The termination of any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, or investigative, by judgment, settlement (whether with or without court approval), conviction or upon a plea of guilty or nolo contendere, or its equivalent, shall not create a presumption that such director or officer did not meet the standards of conduct set forth in this Section 1. Section 2. Every such director and officer shall be entitled to indemnification under Section 1 of this ARTICLE VI with respect to any claim, action, suit or proceeding of the character described in such Section 1 in which he may become in any way involved as set forth in such Section 1, if (i) he has been wholly successful on the merits or otherwise in respect thereof, or (ii) the Board of Directors acting by a majority vote of a quorum consisting -10- 11 of directors who are not parties to (or who have been wholly successful with respect to) such claim, action, suit or proceeding, finds that such director or officer has met the standards of conduct set forth in such Section 1 with respect thereto, or (iii) a court determines that he has met such standards with respect thereto, or (iv) independent legal counsel (who may be the regular counsel of the Company) deliver to the Company their written advice that, in their opinion, he has met such standards with respect thereto. Section 3. Expenses incurred with respect to any claim, action, suit or proceeding of the character described in Section 1 of this ARTICLE VI may be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it is ultimately determined that he is entitled to indemnification under this ARTICLE VI. Section 4. The rights of indemnification under this ARTICLE VI shall be in addition to any rights to which any such director or officer or any other person may otherwise be entitled by contract or as a matter of law. -11- EX-99 3 SUPPLEMENTARY FINANCIAL INFORMATION 1 Exhibit 99 McDERMOTT INTERNATIONAL, INC. ADDITIONAL EXHIBITS SUPPLEMENTARY FINANCIAL INFORMATION PREPARED IN ACCORDANCE WITH AND SOLELY FOR THE PURPOSE OF COMPLYING WITH CERTAIN PANAMANIAN SECURITIES REGULATIONS
F.Y.E. 3/31/96 ------- (Unaudited) (In thousands) ARTICLE 29 ---------- RULE #9 - INVESTMENTS IN SUBSIDIARIES AND OTHER - ----------------------------------------------- INVESTEES AT EQUITY - ---------------------- Head Office (Parent Company) $ 1,244,868 Subsidiaries and Affiliates - Eliminations/Other (1,115,210) ------------- McDERMOTT INTERNATIONAL, INC. $ 129,658 ============= RULE #25C - PARENT COMPANY ACCOUNTS AND NOTES - --------------------------------------------- PAYABLE TO SUBSIDIARIES - ---------------------------- Head Office (Parent Company) $ 1,056,013 Eliminations/Other (1,056,013) ------------- McDERMOTT INTERNATIONAL, INC. $ - ============= ARTICLE 30 ---------- (c) - OPERATING EXPENSES BY SEGMENT - ----------------------------------- Power Generation Systems and Equipment $ 1,687,987 Marine Construction Services 1,551,871 Eliminations (19,778) ------------ McDERMOTT INTERNATIONAL, INC. $ 3,220,080 ============ RULE #40 - OPERATING REVENUES - ----------------------------- Head Office (Parent Company) $ 840 Subsidiaries and Affiliates 3,279,157 Eliminations/Other (891) ------------ McDERMOTT INTERNATIONAL, INC. $ 3,279,106 ============ RULE #41 - OPERATING EXPENSES - ----------------------------- Head Office (Parent Company) $ 6,018 Subsidiaries and Affiliates 3,248,108 Eliminations/Other (891) ------------ McDERMOTT INTERNATIONAL, INC. $ 3,253,235 ============
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F.Y.E. 3/31/96 ------- (Unaudited) (In thousands) ARTICLE 30 - Continued ---------- RULE #43 - DIVIDENDS RECEIVED - ----------------------------- Head Office (Parent Company) from Subsidiaries and Affiliates $ 21,250 Subsidiaries and Affiliates from Other Corporations 42,475 Eliminations/Other (21,250) ----------- McDERMOTT INTERNATIONAL, INC. $ 42,475 =========== RULE #44 - INTEREST INCOME - -------------------------- Head Office (Parent Company): from Subsidiaries and Affiliates $ 21,834 from Other Corporations 79 Subsidiaries and Affiliates from Other Corporations 37,159 Eliminations (21,834) ----------- McDERMOTT INTERNATIONAL, INC. $ 37,238 =========== RULE #46 - OTHER MISCELLANEOUS REVENUES - --------------------------------------- Gain on Asset Disposals - Net $ 9,115 Foreign Currency Transaction Losses - Net (3,840) Bank Fees and Discounts on Sale of Receivables (8,518) Other Items - Net 7,742 ----------- McDERMOTT INTERNATIONAL, INC. $ 4,499 ===========
RULE #51 - INVESTMENTS IN UNCONSOLIDATED AFFILIATES AT EQUITY - ------------------------------------------------------------- (Unaudited) (In thousands) Balance at 3/31/95 $ 163,029 Additional Investments 19,182 Returns of Capital (46,497) Equity Income 48,438 Dividends Received (42,475) Other Changes (12,019) ------------- Balance at 3/31/96 $ 129,658 =============
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