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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 INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
REPUBLIC OF PANAMA
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(State or Other Jurisdiction of Incorporation)
1-8430 72-0593134
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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 International, Inc.
(the "Registrant") contributed substantially all of its marine construction
services business to JRM pursuant to which the Registrant received (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. JRM issued a press release describing the
consummation of this transaction on January 31, 1995, a copy of which is
attached as Exhibit 99.1.
As a result of this transaction, the Registrant will participate in the
combined marine construction services businesses of the Registrant and OPI
through its majority ownership of JRM.
ITEM 7.
(a) and (b) Financial Statements and Pro Forma Information. At this time it
is impracticable to file the required financial statements and pro forma
financial information. The required financial statements and pro forma
information will be filed as soon as possible, but not later than sixty (60)
days from the date hereof.
(c) Exhibits. The following exhibit is filed as part of this Report:
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Exhibit No. Description
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99.1 JRM's Press Release dated
January 31, 1995
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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 INTERNATIONAL, INC.
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
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EXHIBIT INDEX
The following exhibit is attached hereto and incorporated herein by
reference.
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Exhibit Sequentially
Number Description Numbered Page
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99.1 JRM's press release describing 5
the consummation of transaction
on January 31, 1995.
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FOR IMMEDIATE RELEASE
NEW ORLEANS, LA -- January 31, 1995
95-01
J. RAY McDERMOTT, S.A. BEGINS OPERATIONS,
TRADING ON NEW YORK STOCK EXCHANGE
Robert E. Howson, chairman of the board and chief executive officer,
J. Ray McDermott, S.A., announced that the merger to form J. Ray McDermott,
S.A., a Panamanian company, was concluded successfully after approval by the
shareholders of Offshore Pipelines, Inc. (NYSE: OFP) yesterday in Houston. J.
Ray McDermott (NYSE:JRM) consists of substantially all of the marine
construction services businesses formerly conducted by McDermott International,
Inc. (NYSE:MDR) and by OPI. It will begin operations and trading on the New York
Stock Exchange today. The new company's common stock will be traded under the
symbol JRM. Its Series B preferred stock will be traded under the symbol JRM.PR.
Under the terms of the merger agreement, McDermott International, Inc.
holds 61 percent of JRM's fully diluted common stock, excluding JRM's Series A
Cumulative Convertible Preferred Stock, while former holders of OPI's common
stock and options hold 39 percent of JRM's common stock. McDermott International
has also received securities issued by J. Ray McDermott with a combined face
value of $391 million, including $160 million in 4 1/2% Series A Cumulative
Convertible Preferred Stock and $231 million in 9% subordinated notes.
In addition to Howson, who is also chairman of the board and chief
executive officer, McDermott International, Frank C. Wade, formerly chairman of
the board and chief executive officer, OPI, has been named vice chairman of the
new company. James J. Wildasin, formerly president and chief operating officer
of McDermott International's marine construction unit, has assumed the same
title in the new company.
Other key executives of the new company include Richard R. Foreman,
formerly president and chief financial officer, OPI, who has been named
executive vice president and chief financial officer, and Don W. Wilson,
formerly president, OPI International, Inc., who has been named executive vice
president, operations. Lawrence R. Purtell, who will continue as senior vice
president, general counsel and corporate secretary, McDermott International,
will serve in the same capacity with J. Ray McDermott. Wildasin, Foreman, and
Wilson will be located at J. Ray McDermott's headquarters in London. Purtell
will remain in New Orleans.
Further details of the company's organization will be announced later.
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"We are very pleased to have completed this merger," said Howson. "We are
confident that we have created a very strong marine construction company that
can compete successfully in any market, providing the highest level of service
to its customers while benefitting from the cost reductions and the range of
capabilities created by the merger."
Howson continued: "The merger also creates an opportunity for the
shareholders of McDermott International to participate in the success of J. Ray
McDermott, while continuing to participate in our traditional businesses as well
as in new ventures."
J. Ray McDermott, S.A., is the world's leading marine construction company.
Its services include fabrication, transportation, and installation of new and
refurbished offshore platforms, installation of offshore pipelines, and design
and installation of subsea production facilities for the offshore oil and gas
industry.
McDermott International, Inc. 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. Through its majority ownership of J. Ray
McDermott, S.A., McDermott International also participates in offshore
construction.
For additional information contact:
Don Washington
McDermott International, Inc.
P. O. Box 61961
New Orleans, LA 70161-1961
(504) 587-4080
