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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 INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-4095 74-1032246
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(Commission File Number) (I.R.S. Employer Identification No.)
1450 Poydras Street
New Orleans, Louisiana 70112-2401
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(Address of Principal Executive Offices) (Zip Code)
(504) 587-5400
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(Registrant's Telephone Number, Including Area Code)
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ITEM 2.
In connection with the merger of Offshore Pipelines, Inc. ("OPI") into J.
Ray McDermott, S.A. ("JRM") on January 31, 1995, McDermott Incorporated (the
"Registrant") sold substantially all of its marine construction services
business assets to its parent company, McDermott International, Inc. ("MII"),
which MII together with its marine construction services business assets,
contributed to JRM in return for (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.
In consideration for the property, plant and equipment included within the
assets sold by the Registrant to MII, the Registrant received marketable
securities having an aggregate value of $230,315,000 based upon a fair value
appraisal of such assets by an independent appraiser. The consideration received
by the Registrant from MII is subject to working capital and other
adjustments.
ITEM 7.
At this time it is impracticable to file the required pro forma financial
information. The required financial information will be filed as soon as
possible, but not later than sixty (60) days from the date hereof.
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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 INCORPORATED
DATE: February 15, 1995 /s/ L.R. Purtell
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Name: L.R. Purtell
Title: Senior Vice President and
General Counsel and
Corporate Secretary
