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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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J. RAY MCDERMOTT, S.A.
(Exact name of registrant as specified in its charter)
REPUBLIC OF PANAMA 72-1278896
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1450 POYDRAS STREET
NEW ORLEANS, LOUISIANA 70112-6050
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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9-3/8% SENIOR SUBORDINATED NEW YORK STOCK EXCHANGE
NOTES DUE JULY 15, 2006
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ X ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act: NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The securities to be registered hereby are the 9-3/8% Senior
Subordinated Notes due July 15, 2006 (the "Notes") of J. Ray McDermott, S.A., a
Panamanian corporation (the "Company"). For a description of the Notes to be
registered hereby, see the information set forth under the caption "Description
of the Notes" in (i) the prospectus (the "Prospectus"), subject to completion,
dated March 26, 1996, included in Part I of the Registration Statement (Reg. No.
333-01971) on Form S-3 (the "Registration Statement") of the Company, originally
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), on March 26, 1996,
and (ii) the final form of the Prospectus to be filed with the Commission under
Rule 424(b) of the Securities Act, which descriptions are incorporated herein by
reference. Any statement contained in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes hereof to
the extent that another document incorporated herein by reference modifies or
supersedes such previous statement.
ITEM 2. EXHIBITS
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The following exhibit is filed as part of this Registration Statement
on Form 8-A:
*1 Form of Indenture between the Company and Citibank, N.A., as
Trustee (incorporated herein by reference to Exhibit 4.4 to the
Registration Statement).
* Incorporated by reference as indicated pursuant to Rule 12b-32.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
J. RAY McDERMOTT, S.A.
By: /s/ Richard R. Foreman
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Richard R. Foreman
Executive Vice President and Chief Financial
Officer
Date: July 22, 1996
