<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
McDERMOTT INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
580037109
(CUSIP Number)
Christopher E. Manno, Esq.
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
(212) 821-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 29, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|.*
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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*A filing fee is not being paid with this statement pursuant to SEC Release No.
33-7331 whereby the filing fee has been eliminated for Schedule 13D.
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SCHEDULE 13D
CUSIP No. 580037109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 5,228,100
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,228,100
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,228,100
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares |X|
13 Percent of Class Represented By Amount in Row (11)
9.52%
14 Type of Reporting Person
OO, IA
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SCHEDULE 13D
CUSIP No. 580037109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 5,228,100
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
5,228,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,228,100
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares |X|
13 Percent of Class Represented By Amount in Row (11)
9.52%
14 Type of Reporting Person
IA
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SCHEDULE 13D
CUSIP No. 580037109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 628,400
Shares
Beneficially 8 Shared Voting Power
Owned By 5,228,100
Each
Reporting 9 Sole Dispositive Power
Person 628,400
With
10 Shared Dispositive Power
5,228,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,856,500
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
10.66%
14 Type of Reporting Person
IA
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SCHEDULE 13D
CUSIP No. 580037109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Duquesne Capital Management, L.L.C.
2 Check the Appropriate Box If a Member of a Group
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
7 Sole Voting Power
Number of 628,400
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 628,400
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
628,400
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares |X|
13 Percent of Class Represented By Amount in Row (11)
1.14%
14 Type of Reporting Person
OO, IA
<PAGE>6
Item 1. Security and Issuer
This Amendment No. 2 to Schedule 13D relates to shares of
Common Stock, $1.00 par value per share (the "Common Stock"), of McDermott
International, Inc., a Panamanian corporation (the "Issuer"). This Amendment No.
2 supplementally amends the initial statement (the "Initial Statement") on
Schedule 13D of the Reporting Persons dated March 13, 1997, as amended
(collectively, the "Statement"). The principal executive offices of the Issuer
are located at 1450 Poydras Street, New Orleans, Louisiana 70112-6050. This
Amendment No. 2 is being filed by the Reporting Persons solely to report the
recent acquisition of certain shares of the Common Stock held for the accounts
of Quantum Partners and the Duquesne LLC Clients as a result of which the
percentage of the total number of shares of Common Stock outstanding of which
the Reporting Persons may be deemed to be the beneficial owners has increased by
more than one percent. Capitalized terms used herein and not otherwise defined
herein shall have the meanings given to them in the Statement.
Item 2. Identity and Background.
The third paragraph of Item 2 is amended and supplemented as
follows:
The business of SFM LLC is managed through a Management
Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller
and Mr. Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to
direct the investment decisions of SFM LLC and as such may be deemed to have
investment discretion over the securities held for the accounts of the SFM
Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the
ability to direct the investment decisions of SFM LLC and as such may be deemed
to have investment discretion over the securities held for the accounts of the
SFM Clients. Set forth in Annex A hereto and incorporated by reference in
response to this Item 2 and elsewhere in this Schedule 13D, as applicable, is a
list of the Managing Directors of SFM LLC.
Item 3. Source and Amount of Funds or Other Consideration.
Quantum Partners expended approximately $19,552,666.10 of its
working capital to purchase the Common Stock which is reported in Item 5(c) as
having been purchased for its account since April 8, 1997, the date of the last
filing by the Reporting Persons on Schedule 13D.
Duquesne LLC expended approximately $4,928,879.15 of the
investment funds of the Duquesne LLC Clients to purchase the Common Stock which
is reported in Item 5(c) as having been purchased for their accounts since April
8, 1997, the date of the last filing by the Reporting Persons on Schedule 13D.
The securities held for the accounts of Quantum Partners
and/or the Duquesne LLC Clients may be held through margin accounts maintained
with brokers, which extend margin credit as and when required to open or carry
positions in their margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firms' credit policies. The positions
which may be held in the margin accounts, including shares of Common Stock, are
pledged as collateral security for the repayment of debit balances in the
respective accounts.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of SFM LLC and Mr. Soros may be deemed the
beneficial owner of the 5,228,100 shares of Common Stock (approximately 9.52% of
the total number of shares of Common Stock outstanding) held for the account of
Quantum Partners.
(ii) Mr. Druckenmiller may be deemed the beneficial owner
of 5,856,500 shares of Common Stock (approximately 10.66% of the total number of
shares of Common Stock outstanding). This number consists of
<PAGE>7
(A) 5,228,100 shares of Common Stock held for the account of
Quantum Partners and (B) 628,400 shares of Common Stock held for the accounts of
the Duquesne LLC Clients.
(iii) Duquesne LLC may be deemed the beneficial owner of
the 628,400 shares of Common Stock held for the accounts of the Duquesne LLC
Clients (approximately 1.14% of the total number of shares of Common Stock
outstanding).
(b) (i) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC, and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, SFM LLC may be deemed to have sole power and Mr.
Soros and Mr. Druckenmiller may be deemed to have shared power to direct the
voting and disposition of the 5,228,100 shares of Common Stock held for the
account of Quantum Partners.
(ii) As a result of the contracts between Duquesne LLC and
the Duquesne LLC Clients, and as a result of the position held by Mr.
Druckenmiller with Duquesne LLC, each of Duquesne LLC and Mr. Druckenmiller may
be deemed to have the sole power to direct the voting and disposition of the
628,400 shares of Common Stock held for the accounts of Duquesne LLC Clients.
(c) Except for the transactions listed in Annex C hereto,
there have been no transactions effected with respect to the shares of Common
Stock since April 8, 1997, the date of the last filing by the Reporting Persons
on Schedule 13D, by any of the Reporting Persons, Quantum Partners or the
Duquesne LLC Clients. All of the transactions listed in Annex C were executed in
routine brokerage transactions on the New York Stock Exchange.
(d) (i) The shareholders of Quantum Partners, including
Quantum Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, securities, including shares of Common Stock, held
for the account of Quantum Partners in accordance with their ownership interests
in Quantum Partners.
(ii) The Duquesne LLC Clients have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities (including shares of Common Stock) held for their accounts in
accordance with their advisory contracts with Duquesne LLC.
(e) Not applicable.
Each of SFM LLC and Mr. Soros expressly disclaims beneficial
ownership of any shares of Common Stock not held directly for the accounts of
the SFM Clients. Duquesne LLC expressly disclaims beneficial ownership of any
shares of Common Stock not held directly for the accounts of the Duquesne LLC
Clients.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by
Mr. Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as
Exhibit A to the Initial Statement and incorporated herein by reference).
B. Power of Attorney dated as of January 1, 1997 granted by
Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed
as Exhibit B to the Initial Statement and incorporated herein by reference).
C. Joint Filing Agreement dated March 13, 1997 by and among
SFM LLC, Mr. Soros, Mr. Druckenmiller and Duquesne LLC (filed as Exhibit C to
the Initial Statement and incorporated herein by reference).
<PAGE>8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: May 6, 1997 SOROS FUND MANAGEMENT LLC
By: /s/ Michael C. Neus
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /s/ Michael C. Neus
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /s/ Michael C. Neus
Michael C. Neus
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /s/ Gerald Kerner
Gerald Kerner
Managing Director
<PAGE>9
ANNEX A
The following is a list of all of the persons (other than
Stanley Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) none of the above persons holds any Shares; and
(b) none of the above persons has any contracts, arrangements,
understandings or relationships with respect to any securities of the
Issuer.
<PAGE>10
ANNEX C
Recent Transactions in the Common Stock of McDermott International, Inc.
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share
------------------ ------------------- --------------------- ---------------- ---------------
<S> <C> <C> <C> <C>
QUANTUM PARTNERS LDC(1) 04/08/97 Purchase 45,000 20.332
04/08/97 Purchase 38,900 20.328
04/10/97 Purchase 33,000 21.469
04/11/97 Purchase 21,100 21.274
04/11/97 Purchase 400 21.020
04/14/97 Purchase 26,600 20.600
04/15/97 Purchase 18,000 20.560
04/16/97 Purchase 13,500 21.020
04/17/97 Purchase 53,100 20.959
04/18/97 Purchase 8,800 21.084
04/21/97 Purchase 19,100 20.987
04/22/97 Purchase 4,600 21.020
04/22/97 Purchase 9,700 21.086
04/29/97 Purchase 127,500 18.652
04/29/97 Purchase 82,700 18.435
04/29/97 Purchase 23,600 18.632
04/29/97 Purchase 127,500 18.652
04/30/97 Purchase 21,300 18.518
04/30/97 Purchase 42,500 18.560
04/30/97 Purchase 110,500 18.544
05/01/97 Purchase 85,000 18.271
05/02/97 Purchase 59,500 18.292
05/02/97 Purchase 7,200 18.145
05/05/97 Purchase 40,800 18.478
</TABLE>
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(1) Transactions effected at the direction of SFM LLC.
<PAGE>11
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share
------------------ ------------------- --------------------- ---------------- ---------------
<S> <C> <C> <C> <C>
DUQUESNE LLC CLIENTS(2) 04/08/97 Purchase 4,100 20.328
04/08/97 Purchase 5,000 20.333
04/10/97 Purchase 3,600 21.469
04/11/97 Purchase 100 21.020
04/11/97 Purchase 2,300 21.274
04/14/97 Purchase 2,900 20.601
04/15/97 Purchase 2,000 20.560
04/16/97 Purchase 1,500 21.020
04/17/97 Purchase 5,900 20.960
04/18/97 Purchase 900 21.084
04/21/97 Purchase 2,100 20.988
04/22/97 Purchase 500 21.020
04/22/97 Purchase 76,300 21.087
04/23/97 Purchase 14,000 21.430
04/29/97 Purchase 14,500 18.435
04/29/97 Purchase 22,500 18.652
04/29/97 Purchase 22,500 18.652
04/29/97 Purchase 4,200 18.632
04/30/97 Purchase 19,500 18.544
04/30/97 Purchase 3,700 18.518
04/30/97 Purchase 7,500 18.560
05/01/97 Purchase 15,000 18.272
05/02/97 Purchase 1,300 18.145
05/02/97 Purchase 10,500 18.292
05/05/97 Purchase 7,200 18.478
</TABLE>
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(2) Transactions effected at the direction of Duquesne LLC.
