<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
March 3, 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>2
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 3,436,700
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,436,700
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,436,700
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
6.26%
14 Type of Reporting Person
OO, IA
<PAGE>3
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 3,436,700
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,436,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,436,700
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares |X|
13 Percent of Class Represented By Amount in Row (11)
6.26%
14 Type of Reporting Person
IA
<PAGE>4
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 292,200
Shares
Beneficially 8 Shared Voting Power
Owned By 3,436,700
Each
Reporting 9 Sole Dispositive Power
Person 292,200
With
10 Shared Dispositive Power
3,436,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,728,900
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.79%
14 Type of Reporting Person
IA
<PAGE>5
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 292,200
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 292,200
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
292,200
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
0.53%
14 Type of Reporting Person
OO, IA
<PAGE>6
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to shares of
Common Stock, $1.00 par value per share (the "Common Stock"), of McDermott
International, Inc., a Panamanian corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 1450 Poydras Street, New Orleans,
Louisiana 70112-6050. This Statement is being filed by the Reporting Persons (as
defined herein) to report recent transactions in the Common Stock as a result of
which the Reporting Persons may be deemed to be the beneficial owners of in
excess of 5% of the outstanding Common Stock.
Item 2. Identity and Background.
This statement is being filed on behalf of Soros Fund Management LLC
("SFM LLC"), a Delaware limited liability company, Duquesne Capital Management,
L.L.C. ("Duquesne LLC"), a Pennsylvania limited liability company, Mr. George
Soros ("Mr. Soros") and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller," and
together with SFM LLC, Duquesne LLC, and Mr. Soros, the "Reporting Persons").
This Statement relates to shares of Common Stock held for the accounts of
Quantum Partners and the Duquesne LLC Clients (as defined herein).
SFM LLC has its principal office at 888 Seventh Avenue, 33rd Floor,
New York, New York 10106. Its principal business is to serve, pursuant to
contract, as the principal investment manager to several foreign investment
companies (the "SFM Clients"), including Quantum Fund N.V., a Netherlands
Antilles company ("Quantum Fund"), and its principal operating subsidiary,
Quantum Partners LDC, a Cayman Islands exempted limited duration company
("Quantum Partners"). Each of Quantum Fund and Quantum Partners has its
principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
SFM LLC's contracts with SFM Clients generally provide that SFM LLC is
responsible for designing and implementing the SFM Clients' overall investment
strategies; for conducting direct portfolio management strategies to the extent
that SFM LLC determines that it is appropriate to utilize its own portfolio
management capabilities; for selecting, evaluating and monitoring other
investment advisors who manage separate portfolios on behalf of SFM Clients; and
for allocating and reallocating the SFM Clients' assets among the outside
managers and itself.
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 Statement as applicable is a list of the Managing
Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen, is his
direction of the activities of SFM LLC, which is carried out in his capacity as
Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office. Mr. Druckenmiller also owns a 75% interest in, and is the sole Managing
Member of, Duquesne LLC, an investment advisory firm which is engaged in a
variety of direct and indirect investments. Duquesne LLC has its principal
offices at 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591.
Its principal business is to serve, pursuant to contract, as a discretionary
investment advisor to a limited number of institutional clients (the "Duquesne
LLC Clients"). Set forth in Annex B hereto and incorporated by reference in
response to this Item 2 and elsewhere in this Statement as applicable is a list
of the Managing Directors of Duquesne LLC.
<PAGE>7
Pursuant to regulations promulgated under Section 13(d) of the
Securities Act of 1933, as amended (the "Act"), SFM LLC, Mr. Soros, in his
capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as Lead
Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of shares of
Common Stock held for the account of Quantum Partners as a result of the
contractual authority of SFM LLC to exercise voting and dispositive power with
respect to such Common Stock.
In addition, pursuant to regulations promulgated under Section 13(d)
of the Act, each of Duquesne LLC and Mr. Druckenmiller, by virtue of his
interest in, and position as sole Managing Member of, Duquesne LLC, may be
deemed a beneficial owner of shares of Common Stock held for the accounts of the
Duquesne LLC Clients as a result of the contractual authority of Duquesne LLC to
exercise voting and dispositive power with respect to such Common Stock.
During the past five years, none of the Reporting Persons, Quantum
Partners nor, to the best of the Reporting Persons' knowledge, any other person
identified in response to this Item 2, has been (a) convicted in a criminal
proceeding, or (b) a party to any civil proceeding as a result of which he has
been subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Quantum Partners expended approximately $74,614,461 of its working
capital to purchase the Common Stock which is reported in Item 5(c) as having
been purchased for its account during the past 60 days.
Duquesne LLC expended approximately $6,439,687 of the working capital
of the Duquesne LLC Clients to purchase the Common Stock which is reported in
Item 5(c) as having been purchased for their accounts during the past 60 days.
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 its margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firm's 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 4. Purpose of Transaction.
All of the shares of Common Stock reported herein as having been
acquired for or disposed of from the accounts of Quantum Partners and the
Duquesne LLC Clients were acquired or disposed of for investment purposes. None
of Quantum Partners, the Reporting Persons nor, to the best of their knowledge,
any of the other persons identified in response to Item 2, has any plans or
proposals that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
SFM LLC, Mr. Soros and Mr. Druckenmiller reserve the right to acquire,
or cause to be acquired, additional securities of the Issuer, to dispose, or
cause to be disposed of, such securities at any time or to formulate other
purposes, plans or proposals regarding the Issuer or any of its securities, to
the extent deemed advisable in light of general investment and trading policies
of SFM Clients, market conditions or other factors.
Similarly, Mr. Druckenmiller and Duquesne LLC reserve the right to
acquire, or cause to be acquired, additional securities of the Issuer, to
dispose, or cause to be disposed of, such securities at any time or to formulate
other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of general investment and
trading policies of Duquesne LLC Clients, market conditions or other factors.
<PAGE>8
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 3,436,700 shares of Common Stock (approximately 6.26% 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 3,728,900
shares of Common Stock (approximately 6.79% of the total number of shares of
Common Stock outstanding). This number consists of (A) 3,436,700 shares of
Common Stock held for the account of Quantum Partners and (B) 292,200 shares of
Common Stock held for the accounts of the Duquesne LLC Clients.
(iii) Duquesne LLC may be deemed the beneficial owner of the 292,200
shares of Common Stock for the accounts of the Duquesne LLC Clients
(approximately 0.53% 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 3,436,700 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 292,200 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
January 12, 1997 (60 days prior to the date hereof) 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) 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.
<PAGE>9
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time to the extent permitted by applicable laws, each of
the Reporting Persons, Quantum Partners, other SFM Clients and/or Duquesne LLC
Clients may lend Common Stock to brokers, banks or other financial institutions.
These loans typically obligate the borrower to return the securities, or an
equal amount of securities of the same class, to the lender and typically
provide that the borrower is entitled to exercise voting rights and to retain
dividends during the term of the loan. From time to time to the extent permitted
by applicable laws, each of the Reporting Persons, Quantum Partners, other SFM
Clients and/or Duquesne LLC Clients may borrow shares of Common Stock for the
purpose of effecting, and may effect, short sale transactions, and may purchase
Common Stock for the purpose of closing out short positions in Common Stock.
Except as disclosed above the Reporting Persons do not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
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.
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.
C. Joint Filing Agreement dated March 13, 1997 by and among SFM LLC,
Mr. Soros, Mr. Druckenmiller and Duquesne LLC.
<PAGE>10
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: March 13, 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>1
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
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 of Common
Stock; and
(b) none of the above persons has any contracts,
arrangements, understandings or relationships with
respect to any securities of the Issuer.
<PAGE>1
ANNEX B
The following is a list of all of the persons who serve as Managing
Directors of Duquesne LLC (other than Stanley Druckenmiller):
Michael A. Shay ("Mr. Shay")
Gerald Kerner ("Mr. Kerner")
Mr. Shay is a United States citizen whose principal occupation is
serving as Managing Director of Duquesne LLC. Mr. Shay's business address is
Duquesne Capital Management, L.L.C., 2579 Washington Road, Suite 322,
Pittsburgh, Pennsylvania 15241.
Mr. Kerner is a United States citizen whose principal occupation is
serving as Managing Director of Duquesne LLC. Mr. Kerner's principal business
address is Duquesne Capital Management L.L.C., 888 Seventh Avenue, 32nd Floor,
New York, New York 10106.
To the best of the Reporting Persons' knowledge:
(a) neither of the above persons holds any Common
Stock; and
(b) neither of the above persons has any contracts,
arrangements, understandings or relationships
with respect to any securities of the Issuer.
<PAGE>1
ANNEX C
Recent Transactions in the Common Stock of McDermott International, Inc.
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares Per Share
- ------------------ ----------- ----------- --------- ---------
QUANTUM PARTNERS LDC<F1> 2/14/97 Purchase 160,000 20.746
2/14/97 Purchase 200,000 20.587
2/14/97 Purchase 132,000 20.587
2/14/97 Purchase 40,000 20.747
2/18/97 Purchase 138,000 21.046
2/19/97 Purchase 13,500 21.145
2/19/97 Purchase 81,000 21.107
2/20/97 Purchase 100,000 20.685
2/21/97 Purchase 2,700 21.082
2/21/97 Purchase 135,000 21.101
2/21/97 Purchase 31,500 21.145
2/21/97 Purchase 167,000 21.161
2/24/97 Purchase 45,000 21.740
2/24/97 Purchase 139,500 21.861
2/25/97 Purchase 139,500 22.016
2/25/97 Purchase 36,000 21.957
2/25/97 Purchase 67,500 22.102
2/26/97 Purchase 51,300 21.912
2/26/97 Purchase 144,700 21.935
2/26/97 Purchase 87,300 21.871
2/27/97 Purchase 45,000 22.216
2/27/97 Purchase 112,500 22.398
2/28/97 Purchase 90,000 22.310
2/28/97 Purchase 157,500 22.381
2/28/97 Purchase 108,500 22.395
2/28/97 Purchase 24,800 22.383
<F1>
Transactions effected at the direction of SFM LLC.
<PAGE>2
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares Per Share
- ------------------ ----------- ----------- --------- ---------
QUANTUM PARTNERS LDC<F1> 3/03/97 Purchase 116,200 22.161
3/03/97 Purchase 45,000 22.120
3/03/97 Purchase 45,000 22.060
3/04/97 Purchase 300 22.020
3/04/97 Purchase 94,500 22.102
3/04/97 Purchase 72,000 22.060
3/05/97 Purchase 72,000 22.185
3/05/97 Purchase 58,500 22.147
3/05/97 Purchase 90,000 22.119
3/06/97 Purchase 9,000 22.457
3/06/97 Purchase 90,000 22.506
3/07/97 Purchase 8,000 22.520
3/07/97 Purchase 27,000 22.560
3/10/97 Purchase 35,900 22.426
3/10/97 Purchase 40,000 22.435
3/10/97 Purchase 7,300 22.435
3/10/97 Purchase 23,100 22.678
3/11/97 Purchase 27,000 22.435
3/11/97 Purchase 30,600 22.435
3/12/97 Purchase 47,900 22.060
3/12/97 Purchase 15,900 21.941
3/12/97 Purchase 31,700 21.935
DUQUESNE LLC CLIENTS<F2> 02/21/97 Purchase 4,900 21.042
02/21/97 Purchase 6,100 21.101
02/21/97 Purchase 1,100 21.125
02/21/97 Purchase 100 21.062
02/21/97 Purchase 1,100 21.042
02/21/97 Purchase 1,400 21.101
02/21/97 Purchase 300 21.125
02/21/97 Purchase 9,000 21.042
02/21/97 Purchase 11,000 21.101
<F1>
Transactions effected at the direction of SFM LLC.
<F2>
Transactions effected at the direction of Duquesne LLC.
<PAGE>3
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares Per Share
- ------------------ ----------- ----------- --------- ---------
DUQUESNE LLC CLIENTS<F2> 02/21/97 Purchase 2,100 21.125
02/21/97 Purchase 200 21.062
02/24/97 Purchase 5,100 21.841
02/24/97 Purchase 1,600 21.680
02/24/97 Purchase 1,100 21.841
02/24/97 Purchase 400 21.680
02/24/97 Purchase 9,300 21.841
02/24/97 Purchase 3,000 21.680
02/25/97 Purchase 2,500 22.042
02/25/97 Purchase 1,300 21.937
02/25/97 Purchase 5,100 21.956
02/25/97 Purchase 600 22.042
<F2>
Transactions effected at the direction of Duquesne LLC.
<PAGE>4
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares Per Share
- ------------------ ----------- ----------- --------- ---------
DUQUESNE LLC CLIENTS<F2> 02/25/97 Purchase 300 21.937
02/25/97 Purchase 1,100 21.956
02/25/97 Purchase 4,400 22.042
02/25/97 Purchase 2,400 21.937
02/25/97 Purchase 9,300 21.956
02/26/97 Purchase 1,900 21.892
02/26/97 Purchase 5,300 21.875
02/26/97 Purchase 3,200 21.812
02/26/97 Purchase 400 21.892
02/26/97 Purchase 1,200 21.875
02/26/97 Purchase 700 21.812
02/26/97 Purchase 3,400 21.892
02/26/97 Purchase 9,500 21.875
02/26/97 Purchase 5,800 21.812
02/27/97 Purchase 4,100 22.338
02/27/97 Purchase 1,600 22.196
02/27/97 Purchase 900 22.338
02/27/97 Purchase 400 22.196
02/27/97 Purchase 7,500 22.338
02/27/97 Purchase 3,000 22.196
02/28/97 Purchase 900 22.363
02/28/97 Purchase 3,900 22.375
02/28/97 Purchase 5,800 22.321
02/28/97 Purchase 3,300 22.250
02/28/97 Purchase 200 22.363
02/28/97 Purchase 900 22.375
02/28/97 Purchase 1,300 22.321
02/28/97 Purchase 700 22.250
02/28/97 Purchase 1,700 22.363
<F2>
Transactions effected at the direction of Duquesne LLC.
<PAGE>5
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares Per Share
- ------------------ ----------- ----------- --------- ---------
DUQUESNE LLC CLIENTS<F2> 02/28/97 Purchase 7,200 22.375
02/28/97 Purchase 10,400 22.321
02/28/97 Purchase 6,000 22.250
03/03/97 Purchase 4,300 22.101
03/03/97 Purchase 1,600 22.100
03/03/97 Purchase 1,600 22.000
03/03/97 Purchase 1,000 22.101
03/03/97 Purchase 400 22.100
03/03/97 Purchase 400 22.000
03/03/97 Purchase 7,700 22.101
03/03/97 Purchase 3,000 22.100
03/03/97 Purchase 3,000 22.000
03/04/97 Purchase 2,600 22.000
03/04/97 Purchase 3,400 22.042
03/04/97 Purchase 600 22.000
03/04/97 Purchase 800 22.042
03/04/97 Purchase 4,800 22.000
03/04/97 Purchase 6,300 22.042
03/05/97 Purchase 3,300 22.059
03/05/97 Purchase 2,600 22.125
03/05/97 Purchase 2,100 22.087
03/05/97 Purchase 700 22.059
03/05/97 Purchase 600 22.125
03/05/97 Purchase 500 22.087
03/05/97 Purchase 6,000 22.059
03/05/97 Purchase 4,800 22.125
03/05/97 Purchase 3,900 22.087
03/06/97 Purchase 3,300 22.446
03/06/97 Purchase 300 22.437
<F2>
Transactions effected at the direction of Duquesne LLC.
<PAGE>6
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares Per Share
- ------------------ ----------- ----------- --------- ---------
DUQUESNE LLC CLIENTS<F2> 03/06/97 Purchase 700 22.446
03/06/97 Purchase 100 22.437
03/06/97 Purchase 6,000 22.446
03/06/97 Purchase 600 22.437
3/07/97 Purchase 1,800 22.500
3/07/97 Purchase 1,200 22.500
3/07/97 Purchase 200 22.500
3/07/97 Purchase 100 22.500
3/07/97 Purchase 1,000 22.500
3/07/97 Purchase 700 22.500
3/10/97 Purchase 500 22.375
3/10/97 Purchase 2,300 22.406
3/10/97 Purchase 6,000 22.375
3/10/97 Purchase 100 22.375
3/10/97 Purchase 300 22.406
3/10/97 Purchase 700 22.375
3/10/97 Purchase 200 22.375
3/10/97 Purchase 1,300 22.406
3/10/97 Purchase 3,300 22.375
3/11/97 Purchase 1,500 22.618
3/11/97 Purchase 2,000 22.375
3/11/97 Purchase 1,800 22.375
3/11/97 Purchase 200 22.618
3/11/97 Purchase 300 22.375
3/11/97 Purchase 300 22.375
3/11/97 Purchase 900 22.618
<F2>
Transactions effected at the direction of Duquesne LLC.
<PAGE>7
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares Per Share
- ------------------ ----------- ----------- --------- ---------
DUQUESNE LLC CLIENTS<F2> 3/11/97 Purchase 1,100 22.375
3/11/97 Purchase 1,000 22.375
3/12/97 Purchase 1,100 21.875
3/12/97 Purchase 600 21.922
3/12/97 Purchase 1,700 22.000
3/12/97 Purchase 300 21.875
3/12/97 Purchase 100 21.922
3/12/97 Purchase 400 22.000
3/12/97 Purchase 2,100 21.875
3/12/97 Purchase 1,000 21.922
3/12/97 Purchase 3,200 22.000
<F2>
Transactions effected at the direction of Duquesne LLC.
<PAGE>
EXHIBIT INDEX
A. Power of Attorney dated as of January 1, 1997 granted by Mr. George
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr.
Michael C. Neus
C. Joint Filing Agreement dated March 13, 1997 by and among Soros
Fund Management LLC, Mr. George Soros, Mr. Stanley F.
Druckenmiller and Duquesne Capital Management, L.L.C.
<PAGE>
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney in fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
GEORGE SOROS
<PAGE>
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney in fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
STANLEY F. DRUCKENMILLER
<PAGE>
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Common Stock of McDermott International, Inc. dated
March 13, 1997 is, and any amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Dated as of: March 13, 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
