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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. 2)
J. Ray McDermott, S.A.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
P 64658 10 0
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(CUSIP Number)
McDermott International, Inc.
Attn: S. W. Murphy, Senior Vice President, General Counsel
and Corporate Secretary
1450 Poydras Street, New Orleans, LA 70112 (504) 587-5300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 20, 1999
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(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 7 Pages)
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SCHEDULE 13D
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CUSIP NO. P 64658 10 0 PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
McDermott International, Inc.
I.R.S. Employer Identification No. 72-0593134
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Republic of Panama
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SOLE VOTING POWER
7
NUMBER OF 24,668,297/1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 24,668,297
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
24,668,297
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
63.16%
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TYPE OF REPORTING PERSON*
14
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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/1/ In connection with the contribution by McDermott International, Inc.
("McDermott International") of its marine construction services business to
the Issuer in 1995, the Issuer issued to McDermott International 24,668,297
shares of the Issuer's common stock and 3,200,000 shares of its Series A
$2.25 Cumulative Convertible Preferred Stock. The Series A preferred stock
is not registered under the Securities Exchange Act of 1934, as amended.
Each share of Series A preferred stock has one vote per share, voting as a
single class with the holders of the Issuer's common stock, on all matters
that are voted on by holders of shares of common stock. Each share of Series
A preferred stock is, in certain circumstances, convertible into 1.794
shares of the Issuer's common stock.
Page 3 of 7 Pages
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Introduction
This Amendment No. 2 to Schedule 13D is being filed by McDermott
International pursuant to Rule 13d-2 of the Exchange Act to amend the Schedule
13D originally filed by McDermott International on February 9, 1995, relating
to the common stock of J. Ray McDermott, S.A., as previously amended by
Amendment No. 1, filed on March 12, 1999.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and restated as follows:
In connection with the business combination between Offshore Pipelines,
Inc. and the marine construction services business of McDermott
International resulting in the formation of the Issuer, McDermott
International 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.
If McDermott International seeks to acquire additional shares of common
stock of the Issuer, it may use cash (generated internally or from external
sources), its capital stock or other consideration.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended and restated as follows:
McDermott International holds approximately 63% of the Issuer's outstanding
common stock and approximately 66% of the total voting power of the
Issuer's outstanding capital stock. McDermott International effectively
controls the Issuer.
From March 10, 1999 to April 19, 1999, the Board of Directors of McDermott
International engaged in discussions with the Independent Committee of the
Board of Directors of the Issuer concerning the possible acquisition by
McDermott International of the publicly held shares of the Issuer. On
April 20, 1999, the Board of Directors of McDermott International announced
that it had terminated those discussions.
Page 4 of 7 Pages
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McDermott International intends to review from time to time the
Issuer's business affairs and financial position. Based on such evaluation
and review, as well as general economic and industry conditions existing at
the time, McDermott International may consider from time to time various
alternative courses of action. Such actions may include the acquisition of
additional shares of the Issuer's common stock through open market
purchases, privately negotiated transactions, tender offer, exchange offer,
merger or otherwise.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to include the following:
1. Press Release dated April 20, 1999 of McDermott International, Inc.
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.
April 22, 1999 McDERMOTT INTERNATIONAL, INC.
/s/ DANIEL R. GAUBERT
---------------------------------------
By: Daniel R. Gaubert
Senior Vice President and Chief
Financial Officer
Page 5 of 7 Pages
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INDEX TO EXHIBITS
Exhibit No. Description
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1. Press Release dated April 20, 1999 of McDermott International,
Inc.
Page 6 of 7 Pages
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FOR IMMEDIATE RELEASE
NEW ORLEANS -- April 20, 1999 99-06
MCDERMOTT INTERNATIONAL TERMINATES PROPOSAL TO
ACQUIRE MINORITY INTEREST IN
J. RAY MCDERMOTT
The Finance Committee of the Board of Directors of McDermott International,
Inc. (NYSE: MDR) announced today that it has terminated discussions with the
Independent Committee of the Board of Directors of its majority-owned
subsidiary, J. Ray McDermott S.A. (NYSE: JRM), concerning the possible
acquisition by McDermott International of the publicly held shares of J. Ray
McDermott.
The Committee said the discussions were terminated because the parties were
unable to reach an acceptable financial agreement. The companies will continue
to operate under the current corporate and operational management structure.
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 70161-1961
(504) 587-4080
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