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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 30, 1999
MCDERMOTT INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Republic of Panama 1-8430 72-0593134
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1450 Poydras Street
New Orleans, Louisiana 70112-6050
(Address of Principal Executive (Zip Code)
Offices)
Registrant's Telephone Number, Including Area Code: (504) 587-5400
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 30, 1999, McDermott International, Inc. ("McDermott International")
completed the merger of its wholly-owned subsidiary, McDermott Acquisition
Company, Inc. ("McDermott Acquisition Company") with and into J. Ray McDermott,
S.A. ("J. Ray McDermott"). The merger follows McDermott International's
acquisition of approximately 99% of the outstanding J. Ray McDermott common
shares that it did not already own for $35.62 per share in cash, without
interest, pursuant to a tender offer. Under the terms of the merger, all
remaining J. Ray McDermott stockholders will receive $35.62 in cash upon
surrender of the certificates for their shares of common stock, par value $.01
per share (the "Shares"), of J. Ray McDermott to First Chicago Trust Company of
New York, as Paying Agent appointed for that purpose. A Notice of Merger and
Letter of Transmittal for surrendering shares will be mailed to all remaining
holders of record of J. Ray McDermott common stock promptly.
The value of the transaction is approximately $520 million. McDermott
International, through McDermott Acquisition Company, purchased all of the
publicly-held shares of common stock of J. Ray McDermott from cash on hand and
from borrowings under a $525 million senior secured term loan agreement dated
June 7, 1999 (the "Loan Agreement"), among McDermott International, the lenders
named therein, and Citibank, N.A., as administrative agent. All borrowings under
the Loan Agreement will mature no later than September 30, 1999. The amount of
consideration for the Shares was determined after arm's-length negotiations
between special committees of independent directors of McDermott International
and J. Ray McDermott, and with the assistance of third party financial advisers.
J. Ray McDermott supplies worldwide services for the offshore oil and gas
exploration and production and hydrocarbon processing industries, and to other
marine construction companies. J. Ray McDermott's principal activities include
the design, engineering, fabrication and installation of offshore drilling and
production platforms and other specialized structures, modular facilities,
marine pipelines and subsea production systems.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 7, 1999, between
McDermott International, Inc. and J. Ray McDermott, S.A.
(incorporated by reference to Annex A of Exhibit (a)(1) to
Schedule 14D-1 filed by McDermott International, Inc. and
McDermott Acquisition Company, Inc. with the Commission on May
13, 1999).
4.1 Senior Secured Term Loan Agreement, dated as of June 7, 1999,
among McDermott International, Inc., the lenders named therein,
and Citibank, N.A., as administrative agent (incorporated by
reference to Exhibit 4.1 to Form 8-K filed by McDermott
International, Inc. and McDermott Acquisition Company, Inc. with
the Commission on June 21, 1999).
4.2 Pledge Agreement, dated as of June 7, 1999, among McDermott
International, Inc., the subsidiaries of McDermott International,
Inc. named therein, and Citibank, N.A., as collateral agent
(incorporated by reference to Exhibit 4.2 to Form 8-K filed by
McDermott International, Inc. and McDermott Acquisition Company,
Inc. with the Commission on June 21, 1999).
99.1 Press Release issued by McDermott International, Inc., dated July
30, 1999 (incorporated by reference to Exhibit (d)(11) to Final
Amendment on Schedule 13E-3 filed by McDermott International,
Inc., McDermott Acquisition Company, Inc. and J. Ray McDermott,
S.A. with the Commission on July 30, 1999).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MCDERMOTT INTERNATIONAL, INC.
By: /s/ S. W. Murphy
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Name: S. W. Murphy
Title: Senior Vice President and
General Counsel and
Corporate Secretary
July 30, 1999
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Exhibit Index
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as of May 7, 1999,
between McDermott International, Inc. and J. Ray
McDermott, S.A. (incorporated by reference to Annex A of
Exhibit (a)(1) to Schedule 14D-1 filed by McDermott
International, Inc. and McDermott Acquisition Company,
Inc. with the Commission on May 13, 1999).
4.1 Senior Secured Term Loan Agreement, dated as of June 7,
1999, among McDermott International, Inc., the lenders
named therein, and Citibank, N.A., as administrative agent
(incorporated by reference to Exhibit 4.1 to Form 8-K
filed by McDermott International, Inc. and McDermott
Acquisition Company, Inc. with the Commission on June 21,
1999).
4.2 Pledge Agreement, dated as of June 7, 1999, among
McDermott International, Inc., the subsidiaries of
McDermott International, Inc. named therein, and Citibank,
N.A., as collateral agent (incorporated by reference to
Exhibit 4.2 to Form 8-K filed by McDermott International,
Inc. and McDermott Acquisition Company, Inc. with the
Commission on June 21, 1999).
99.1 Press Release issued by McDermott International, Inc.,
dated July 30, 1999 (incorporated by reference to Exhibit
(d)(11) to Final Amendment on Schedule 13E-3 filed by
McDermott International, Inc., McDermott Acquisition
Company, Inc. and J. Ray McDermott, S.A. with the
Commission on July 30, 1999).
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