File No. 005-48641
As filed with the Securities and Exchange Commission on July 30, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Rule 13E-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Final Amendment)
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J. RAY MCDERMOTT, S.A.
(Name of Issuer)
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MCDERMOTT INTERNATIONAL, INC.
MCDERMOTT ACQUISITION COMPANY, INC.
J. RAY MCDERMOTT, S.A.
(Name of Person(s) Filing Statement)
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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
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P 64658 10 0
(CUSIP Number of Class of Securities)
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S. Wayne Murphy Robert H. Rawle
McDermott International, Inc. J. Ray McDermott, S.A.
1450 Poydras Street 1450 Poydras Street
New Orleans, LA 70161 New Orleans, LA 70161
Telephone: (504) 587-5400 Telephone: (504) 587-5400
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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With Copies to:
Christopher Mayer R. Joel Swanson
Davis Polk & Wardwell Baker & Botts, L.L.P.
450 Lexington Avenue One Shell Plaza
New York, New York 10017 Houston, Texas 77002-4995
Telephone: (212) 450-4000 Telephone: (713) 229-1234
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This Final Amendment (this "Amendment") amends and supplements the Rule
13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") originally
filed with the Securities and Exchange Commission (the "Commission") on May 13,
1999 by (i) McDermott International, Inc., a Panama corporation ("Parent"), (ii)
McDermott Acquisition Company, Inc.*, a Panama corporation ("Purchaser") and a
wholly-owned subsidiary of Parent, and (iii) J. Ray McDermott, S.A., a Panama
corporation (the "Company"), as amended by Amendment No. 1, dated June 8, 1999
and Amendment No. 2, dated June 11, 1999, relating to the offer by Purchaser to
purchase all outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of the Company (other than shares beneficially owned by Parent), at a
price of $35.62 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated May 13, 1999 and the
related Letter of Transmittal.
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule 13E-3.
The items of the Schedule 13E-3 set forth below are hereby amended and
supplemented as follows:
Item 10. Interest in Securities of the Issuer
Item 10(a) is hereby amended and supplemented to incorporate by reference
the information set forth in the Press Release issued by Parent on July 30,
1999, attached hereto as Exhibit (d)(11).
Item 17. Material to be Filed as Exhibits.
Item 17 is hereby amended and supplemented to add the following exhibit:
(d)(11) Text of Press Release issued by Parent on July 30, 1999.
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* On July 30, 1999, McDermott Acquisition Company, Inc. merged with and
into J. Ray McDermott, S.A. and, as a result of such merger, ceased to exist
as a separate entity.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.
Date: July 30, 1999
MCDERMOTT INTERNATIONAL, INC.
By: /s/ S. W. Murphy
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Name: S. W. Murphy
Title: Senior Vice President, General Counsel
and Corporate Secretary
MCDERMOTT ACQUISITION COMPANY, INC.
By: /s/ D. R. Gaubert
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Name: D. R. Gaubert
Title: Treasurer
J. RAY MCDERMOTT, S.A.
By: /s/ D. R. Gaubert
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Name: D. R. Gaubert
Title: Senior Vice President and
Chief Financial Officer
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Exhibit (d)(11)
McDERMOTT INTERNATIONAL COMPLETES ACQUISITION
OF J. RAY McDERMOTT
FOR IMMEDIATE RELEASE: July 30, 1999 99-15
NEW ORLEANS, LA, July 30 -- McDermott International, Inc. (NYSE:MDR) announced
today that it has completed its acquisition of J. Ray McDermott, S.A. (formerly
NYSE:JRM). The acquisition was completed through the merger of International's
wholly owned subsidiary, McDermott Acquisition Company, Inc., with and into J.
Ray McDermott. The merger follows International's acquisition in a tender offer
of approximately 99% of the outstanding J. Ray McDermott common shares that it
did not already own for $35.62 per share in cash. The merger was approved by J.
Ray McDermott's shareholders at a special meeting held today.
Under the terms of the merger, all remaining J. Ray McDermott shareholders
will receive, without interest, $35.62 in cash upon surrender of the
certificates for their shares to First Chicago Trust Company of New York, as
Paying Agent. A Notice of Merger and Letter of Transmittal for surrendering
shares will be mailed promptly to all remaining holders of record of J. Ray
McDermott common stock. In connection with the merger, J. Ray McDermott will
terminate the registration of its shares with the Securities and Exchange
Commission. J. Ray McDermott's shares were previously delisted from the New York
Stock Exchange following the completion of the tender offer by McDermott
International.
As a result of the merger, J. Ray McDermott, S.A. is now a wholly owned
subsidiary of McDermott International. J. Ray McDermott's businesses will
continue to operate under the name J. Ray McDermott.
McDermott International 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.
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P.2/McDermott
CONTACTS:
Investor Relations Media Relations
Don Washington Pierre DeGruy
504-587-4080 504-587-6451
For more information about McDermott, visit our web site: www.mcdermott.com
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