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Previous: ALCIDE CORP, 10-Q, 1997-04-08 |
Next: CARLYLE REAL ESTATE LTD PARTNERSHIP XIII, 10-K405/A, 1997-04-08 |
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 1, 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.
- ----------------------------
*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.
Page 1 of 14 Pages
<PAGE>
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 4,208,200
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,208,200
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,208,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
|X|
13 Percent of Class Represented By Amount in Row (11)
7.66%
14 Type of Reporting Person
OO, IA
<PAGE>
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 4,208,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,208,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,208,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
|X|
13 Percent of Class Represented By Amount in Row (11)
7.66%
14 Type of Reporting Person
IA
<PAGE>
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 378,800
Shares
Beneficially 8 Shared Voting Power
Owned By 4,208,200
Each
Reporting 9 Sole Dispositive Power
Person 378,800
With
10 Shared Dispositive Power
4,208,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,587,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
13 Percent of Class Represented By Amount in Row (11)
8.35%
14 Type of Reporting Person
IA
<PAGE>
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 378,800
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 378,800
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
378,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
|X|
13 Percent of Class Represented By Amount in Row (11)
0.69%
14 Type of Reporting Person
OO, IA
<PAGE>
Item 1. Security and Issuer
This Amendment No. 1 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.
1 supplementally amends the initial statement on Schedule 13D of the Reporting
Persons dated March 13, 1997 (the "Initial Statement"). The principal executive
offices of the Issuer are located at 1450 Poydras Street, New Orleans, Louisiana
70112-6050. This Amendment No. 1 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 shares of Common Stock 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 Initial Statement.
Item 3. Source and Amount of Funds or Other Consideration.
Quantum Partners expended approximately $16,523,894 of
its working capital to purchase the Common Stock which is reported in Item
5(c) as having been purchased for its account since March 13, 1997, the
filing of the Initial Statement.
Duquesne LLC expended approximately $1,855,195 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 March
13, 1997, the filing of the Initial Statement.
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 4,208,200 shares of Common Stock (approximately 7.66% 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 4,587,000 shares of Common Stock (approximately 8.35%
of the total number of shares of Common Stock outstanding). This number
consists of (A) 4,208,200 shares of Common Stock held for the account of
Quantum Partners and (B) 378,800 shares of Common Stock held for the accounts
of the Duquesne LLC Clients.
(iii) Duquesne LLC may be deemed the beneficial
owner of the 378,800 shares of Common Stock held for the accounts of the
Duquesne LLC Clients (approximately 0.69% 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 4,208,200 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.
<PAGE>
Druckenmiller may be deemed to have the sole power to direct the voting and
disposition of the 378,800 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 March 13, 1997, the date of the filing of the Initial
Statement, 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>
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: April 7, 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>
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>
QUANTUM PARTNERS LDC(1) 03/13/97 Purchase 5,000 22.167
03/13/97 Purchase 8,000 21.810
03/13/97 Purchase 27,000 21.810
03/13/97 Purchase 18,800 21.810
03/13/97 Purchase 43,200 21.560
03/19/97 Purchase 52,200 21.991
03/19/97 Purchase 9,000 22.020
03/20/97 Purchase 57,800 21.806
03/21/97 Purchase 22,100 22.060
03/24/97 Purchase 23,900 22.060
03/25/97 Purchase 66,100 22.034
03/26/97 Purchase 45,000 21.935
03/26/97 Purchase 23,500 22.014
03/26/97 Purchase 22,500 22.045
03/27/97 Purchase 18,000 21.935
03/27/97 Purchase 9,000 21.935
03/27/97 Purchase 4,500 21.645
03/31/97 Purchase 18,000 21.372
03/31/97 Purchase 18,200 21.264
04/01/97 Purchase 25,900 21.008
04/01/97 Purchase 1,700 20.935
04/01/97 Purchase 10,400 21.060
04/02/97 Purchase 5,900 20.800
04/02/97 Purchase 27,000 21.035
04/02/97 Purchase 83,200 20.810
04/03/97 Purchase 5,100 20.310
</TABLE>
(1) Transactions effected at the direction of SFM LLC.
<PAGE>
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share
<S> <C> <C> <C>
QUANTUM PARTNERS LDC(1) 04/03/97 Purchase 11,700 20.438
04/04/97 Purchase 14,300 20.114
04/04/94 Purchase 31,500 20.175
04/07/97 Purchase 45,000 20.332
04/07/97 Purchase 18,000 20.403
</TABLE>
(1) Transactions effected at the direction of SFM LLC.
<PAGE>
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share
<S> <C> <C> <C>
DUQUESNE LLC CLIENTS(2) 03/13/97 Purchase 1,600 21.500
03/13/97 Purchase 700 21.750
03/13/97 Purchase 1,000 21.750
03/13/97 Purchase 700 21.750
03/13/97 Purchase 200 22.148
03/13/97 Purchase 400 21.500
03/13/97 Purchase 200 21.750
03/13/97 Purchase 200 21.750
03/13/97 Purchase 100 21.750
03/13/97 Purchase 2,800 21.500
03/13/97 Purchase 1,200 21.750
03/13/97 Purchase 1,800 21.750
03/13/97 Purchase 1,200 21.750
03/13/97 Purchase 300 22.148
03/19/97 Purchase 300 22.000
03/19/97 Purchase 1,900 21.931
03/19/97 Purchase 100 22.000
03/19/97 Purchase 400 21.931
03/19/97 Purchase 600 22.000
03/19/97 Purchase 3,500 22.931
03/20/97 Purchase 2,100 21.746
03/20/97 Purchase 500 21.746
03/20/97 Purchase 3,800 21.746
03/21/97 Purchase 800 22.000
03/21/97 Purchase 200 22.000
03/21/97 Purchase 1,400 22.000
03/24/97 Purchase 900 22.000
</TABLE>
(2) Transactions effected at the direction of Duquesne LLC.
<PAGE>
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share
<S> <C> <C> <C>
DUQUESNE LLC CLIENTS(2) 03/24/97 Purchase 200 22.000
03/24/97 Purchase 1,500 22.000
03/25/97 Purchase 2,400 21.974
03/25/97 Purchase 600 21.974
03/25/97 Purchase 4,400 21.974
03/26/97 Purchase 800 21.985
03/26/97 Purchase 900 21.995
03/26/97 Purchase 1,600 21.875
03/26/97 Purchase 200 21.985
03/26/97 Purchase 200 21.995
03/26/97 Purchase 400 21.875
03/26/97 Purchase 1,500 21.985
03/26/97 Purchase 1,500 21.995
03/26/97 Purchase 3,000 21.875
03/27/97 Purchase 300 21.875
03/27/97 Purchase 700 21.875
03/27/97 Purchase 200 21.625
03/27/97 Purchase 100 21.875
03/27/97 Purchase 100 21.875
03/27/97 Purchase 600 21.875
03/27/97 Purchase 1,200 21.875
03/27/97 Purchase 300 21.625
03/31/97 Purchase 700 21.244
03/31/97 Purchase 700 21.312
03/31/97 Purchase 100 21.244
03/31/97 Purchase 100 21.312
03/31/97 Purchase 1,200 21.244
03/31/97 Purchase 1,200 21.312
</TABLE>
(2) Transactions effected at the direction of Duquesne LLC.
<PAGE>
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share
<S> <C> <C> <C>
DUQUESNE LLC CLIENTS(2) 04/01/97 Purchase 400 21.000
04/01/97 Purchase 900 20.989
04/01/97 Purchase 100 20.875
04/01/97 Purchase 100 21.000
04/01/97 Purchase 200 21.989
04/01/97 Purchase 600 21.000
04/01/97 Purchase 1,700 21.989
04/01/97 Purchase 100 20.875
04/02/97 Purchase 3,100 20.750
04/02/97 Purchase 200 20.780
04/02/97 Purchase 1,000 20.975
04/02/97 Purchase 700 20.750
04/02/97 Purchase 100 20.780
04/02/97 Purchase 200 20.975
04/02/97 Purchase 5,500 20.750
04/02/97 Purchase 400 20.780
04/02/97 Purchase 1,800 20.975
04/03/97 Purchase 400 20.418
04/03/97 Purchase 200 20.250
04/03/97 Purchase 100 20.418
04/03/97 Purchase 800 20.418
04/03/97 Purchase 300 20.250
04/04/97 Purchase 1,100 20.116
04/04/97 Purchase 500 20.094
04/04/97 Purchase 300 20.116
04/04/97 Purchase 100 20.094
04/04/97 Purchase 2,100 20.116
04/04/97 Purchase 1,000 20.094
</TABLE>
(2) Transactions effected at the direction of Duquesne LLC.
<PAGE>
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price Per Share
<S> <C> <C> <C>
DUQUESNE LLC CLIENTS(2) 04/07/97 Purchase 700 20.343
04/07/97 Purchase 1,600 20.312
04/07/97 Purchase 300 20.343
04/07/97 Purchase 100 20.312
04/07/97 Purchase 1,200 20.343
04/07/97 Purchase 3,000 20.312
</TABLE>
(2) Transactions effected at the direction of Duquesne LLC.
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