<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): December 6, 2000
McDERMOTT INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
Republic of Panama 72-0593134
(State of Other Jurisdiction 1-8430 (IRS Employer
of Incorporation) (Commission File No.) Identification No.)
1450 Poydras Street
New Orleans, Louisiana 70112-6050
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's Telephone Number, Including Area Code: (504) 587-5400
Not Applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5: OTHER EVENTS AND REGULATION FD DISCLOSURE
On December 6, 2000, we amended our Amended and Restated Rights
Agreement dated April 15, 1999 to extend its term from January 2, 2001
to May 3, 2001. All other terms of our Amended and Restated Rights
Agreement remain unchanged.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 4.1 - Amended and Restated Rights Agreement dated April
15, 1999 (incorporated by reference to Exhibit 4.1
of McDermott International, Inc.'s Annual Report on
Form 10-K for the fiscal year ended March 31, 1999).
Exhibit 4.2 - Amendment dated December 6, 2000 to Amended and
Restated Rights Agreement dated April 15, 1999.
Page 2 of 3
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MCDERMOTT INTERNATIONAL, INC.
By: /s/ John T. Nesser, III
--------------------------------
Name: John T. Nesser, III
Title: Senior Vice President and
General Counsel and
Corporate Secretary
Date: December 6, 2000
Page 3 of 3
