<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
J. Ray McDermott, S.A.
---------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
---------------------------------------------------------------------
(Title of Class of Securities)
P 64658 10 0
---------------------------------------------------------------------
(CUSIP Number)
S.W. Murphy, Senior Vice President, General Counsel and Corporate Secretary,
1450 Poydras Street, New Orleans, LA 70112 (504) 587-5300
---------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 10, 1999
---------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
<PAGE>
- ----------------------- -----------------
CUSIP No. P 64658 10 0 13D Page 2 of 8 Pages
- ----------------------- -----------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
McDermott International, Inc.
I.R.S. Employer Identification No. 72-0593134
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Panama
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
24,668,297/1/
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 24,668,297
--------------------------------------------------------
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,668,297
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.17%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
/1/ In connection with the contribution to the Issuer by McDermott
International, Inc. (the "Company") of its marine construction services
business, the Issuer issued 3,200,000 shares of its Series A $2.25 Cumulative
Convertible Preferred Stock (the "Series A Preferred Stock") to the Company.
The Series A Preferred Stock is not registered under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Each share of Series A Preferred Stock
has one vote per share, voting with the holders of the Issuer's common stock as
a single class, on all matters that are voted on by holders of shares of common
stock.
Page 3 of 8 Pages
<PAGE>
Introduction
This Amendment No. 1 to Schedule 13D relating to the common stock of J. Ray
McDermott, S.A is being filed by the Company pursuant to Rule 13d-2 of the
Exchange Act to amend the Schedule 13D originally filed by the Company on
February 9, 1995
ITEM 1. Security and Issuer.
Title of Security:
Common Stock, par value $.01
Name and Address of Issuer's Principal Executive Offices:
J. Ray McDermott, S.A.
1450 Poydras Street
P.O. Box 61829
New Orleans, LA 70161-1829
Item 2. Identity and Background.
ITEM 2(A). Name of Person Filing:
McDermott International, Inc. (the "Company")
Place of Organization:
Republic of Panama
ITEM 2(B). Address of Principal Business Office
1450 Poydras Street
P.O. Box 61961
New Orleans, LA 70161-1961
ITEM 2(C). Principal Business:
Energy Services Industry
ITEM 2(D). Criminal Convictions:
None
Item 2(e). Civil Proceedings:
None
Page 4 of 8 Pages
<PAGE>
ITEM 3. Source and Amount of Funds or Other Consideration.
In connection with the business combination between Offshore
Pipelines, Inc. and the marine construction services business of the
Company resulting in the formation of the Issuer, the Company
contributed substantially all of its marine construction services
business to the Issuer in exchange for 24,668,297 shares of common
stock, 3,200,000 shares of Series A $2.25 Cumulative Convertible
Preferred Stock (see footnote 1 to Schedule 13D), and other
consideration.
The Company intends to use its capital stock and/or other
consideration to acquire additional shares of the Issuer (see Item 4).
Item 4. Purpose of Transaction.
The securities were acquired in connection with the merger resulting
in the formation of the Issuer. It is the intention of the Company to
hold the securities as an investment. It is also the intention of
McDermott International to acquire all of the publicly held shares of
the Issuer.
The Board of Directors of McDermott International has made a proposal
to the Independent Committee of the Board of Directors of the Issuer,
under which the Company would acquire all of the publicly held shares
of the Issuer. The proposal calls for a merger in which each publicly
held share of the Issuer would be converted into 1.15 shares of the
Company. There can be no assurance that the proposal will be approved
by the Independent Committee of the Board of Directors of the Issuer
or if the proposal is approved, that the Company and the Issuer will
enter into a definitive merger agreement or that any of the conditions
to the consummation of the transaction contemplated by such merger
agreement will be satisfied in a timely manner or at all. If the
Company is unable to reach an agreement with the Board of Directors of
the Issuer or any conditions to the consummation of the transaction
contemplated by such agreement are not satisfied, the Company will
consider alternatives to acquire some or all of the existing publicly
held shares of the Issuer.
Page 5 of 8 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
The Company holds 24,668,297 shares of the Issuer's common stock,
approximately 63% of the Issuer's outstanding common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to the Merger Agreement, as hereinafter defined, the Company
agreed to vote its shares of the Issuer's capital stock in favor of
the election of certain Directors at the first annual meeting after
the date of the Merger Agreement. Such arrangement is no longer in
effect.
Item 7. Material to be Filed as Exhibits.
1. Agreement and Plan of Merger dated as of June 2, 1994 (as amended, the
"Merger Agreement"), by and among Offshore Pipelines, Inc., the
Issuer, the Company, and J. Ray McDermott Holdings, Inc. (formerly MCB
I, Inc.).*
2. Press Release dated March 10, 1999 of McDermott International, Inc.
*Previously filed.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 12, 1999 McDERMOTT INTERNATIONAL, INC.
/s/ DANIEL R. GAUBERT
-----------------------------------
By: Daniel R. Gaubert
Senior Vice President and Chief
Financial Officer
Page 6 of 8 Pages
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
1. Agreement and Plan of Merger dated as of June 2, 1994 (as amended),
by and among J. Ray McDermott, S.A., McDermott International, Inc.,
MCB I, Inc. and Offshore Pipelines, Inc.*
2. Press Release dated March 10, 1999 of McDermott International, Inc.
* Previously filed.
Page 7 of 8 Pages
<PAGE>
EXHIBIT NO. 2
FOR IMMEDIATE RELEASE
NEW ORLEANS -- March 10, 1999 99-04
MCDERMOTT INTERNATIONAL, INC. BOARD OF DIRECTORS
ANNOUNCES MERGER PROPOSAL FOR
J. RAY MCDERMOTT MINORITY INTEREST
The Board of Directors of McDermott International, Inc. today made a proposal to
the Independent Committee of the Board of Directors of its majority-owned
subsidiary, J. Ray McDermott, S.A. (NYSE: JRM), under which McDermott
International would acquire all of the publicly held shares of JRM. The proposal
calls for a merger in which each publicly held share of J. Ray McDermott would
be converted into 1.15 shares of McDermott International, Inc. common stock.
In a letter to the J. Ray McDermott Independent Committee, John W. Johnstone,
Jr., Chairman of the Finance Committee of the McDermott International Board,
said the offer "represents a significant premium to yesterday's closing price.
We believe that our proposal presents an excellent opportunity for your public
shareholders and are confident that you will conclude that it is fair and to the
best interest of your public shareholders."
Johnstone's letter continued: "We are prepared promptly to enter into a binding
agreement which would contain standard terms and conditions for transactions of
this nature. We know you will carefully consider our proposal and we look
forward to working closely with you to conclude a transaction."
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, and to the offshore oil and natural gas industry.
For additional information, please contact:
Don Washington
McDermott International, Inc.
P. O. Box 61961
New Orleans, LA 70160
(504) 587-4080
###
Page 8 of 8 Pages
