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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): July 24, 1998
J. RAY McDERMOTT, S.A.
(Exact Name of Registrant as Specified in Its Charter)
Republic of Panama 1-13570 72-1278896
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
1450 Poydras Street
New Orleans, Louisiana 70112-6050
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (504) 587-5300
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Upon the recommendation of the Registrant's Audit Committee, on July 24,
1998, the Registrant's Board of Directors decided not to renew the engagement
of Ernst & Young LLP ("Ernst & Young") as the Registrant's principal accountant
and selected PricewaterhouseCoopers LLP ("Pricewaterhouse") as Ernst & Young's
replacement.
During the Registrant's two most recently completed fiscal years and
current interim period, there have been no disagreements with Ernst & Young on
any matters of accounting principles or practice, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Ernst & Young, would have caused it to make a reference to the
subject matter of the disagreement in connection with its report. Ernst &
Young's reports on the Company's financial statements for the past two years did
not contain an adverse opinion or a disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
The Registrant requested Ernst & Young to furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of that letter dated July 29, 1998 is filed as Exhibit
16.1 to this Form 8-K.
During the two most recent fiscal years and during the interim period prior
to engaging Pricewaterhouse, neither the Registrant nor anyone on its behalf
consulted with Pricewaterhouse regarding the application of accounting
principles to a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Registrant's financial
statements, and neither a written report nor oral advice was provided to the
Registrant by Pricewaterhouse that was an important factor considered by the
Registrant in reaching a decision as to any accounting, auditing or financial
reporting issue.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit Number
16.1 Letter from Ernst & Young LLP dated July 29, 1998.
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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.
J. RAY McDERMOTT, S.A.
/s/ S. W. MURPHY
By: ___________________________________
Name: S. W. Murphy
Title: Senior Vice President and
General Counsel and
Corporate Secretary
Date: July 30, 1998
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EXHIBIT 16.1 TO FORM 8-K
July 29, 1998
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 29, 1998 of J. Ray McDermott, S. A.
and are in agreement with the statements contained in the second paragraph on
page 2 therein. We have no basis to agree or disagree with other statements of
the registrant contained therein.
ERNST & YOUNG LLP
