File No. 005-48641
As filed with the Securities and Exchange Commission on June 11, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Rule 13E-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 2)
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J. RAY MCDERMOTT, S.A.
(Name of Issuer)
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MCDERMOTT INTERNATIONAL, INC.
MCDERMOTT ACQUISITION COMPANY, INC.
J. RAY MCDERMOTT, S.A.
(Name of Person(s) Filing Statement)
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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
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P 64658 10 0
(CUSIP Number of Class of Securities)
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S. Wayne Murphy Robert H. Rawle
McDermott International, Inc. J. Ray McDermott, S.A.
1450 Poydras Street 1450 Poydras Street
New Orleans, LA 70161 New Orleans, LA 70161
Telephone: (504) 587-5400 Telephone: (504) 587-5400
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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With Copies to:
Christopher Mayer R. Joel Swanson
Davis Polk & Wardwell Baker & Botts, L.L.P.
450 Lexington Avenue One Shell Plaza
New York, New York 10017 Houston, Texas 77002-4995
Telephone: (212) 450-4000 Telephone: (713) 229-1234
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This Amendment No. 2 ("Amendment No. 2") amends and supplements the Rule
13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") originally
filed with the Securities and Exchange Commission (the "Commission") on May 13,
1999 by (i) McDermott International, Inc., a Panama corporation ("Parent"),
(ii) McDermott Acquisition Company, Inc., a Panama corporation ("Purchaser")
and a wholly-owned subsidiary of Parent, and (iii) J. Ray McDermott, S.A., a
Panama corporation (the "Company"), as amended by Amendment No. 1 to the
Schedule 13E-3 filed with the Commission on June 8, 1999, relating to the offer
by Purchaser to purchase all outstanding shares of common stock, par value
$0.01 per share (the "Shares"), of the Company (other than shares beneficially
owned by Parent), at a price of $35.62 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated May 13, 1999 and the related Letter of Transmittal.
All capitalized terms used in this Amendment No. 2 without definition have
the meanings attributed to them in the Schedule 13E-3.
The item of the Schedule 13E-3 set forth below is hereby amended as
follows:
Item 10. Interest in Securities of the Issuer
Item 10(a) is hereby amended and supplemented to incorporate by reference
the information set forth in the Final Amendment, filed by Purchaser and Parent
on June 11, 1999, to the Schedule 14D-1 originally filed by Parent and
Purchaser on May 13, 1999 (the "14D-1 Final Amendment").
Item 17. Material to be Filed as Exhibits.
Item 17 is hereby amended and supplemented to add the following exhibit:
(d)(10) Text of Press Release Issued by Parent on June 11, 1999
(incorporated herein by reference to the 14D-1 Final Amendment).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.
Date: June 11, 1999
MCDERMOTT INTERNATIONAL, INC.
By: /s/ S. W. Murphy
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Name: S. W. Murphy
Title: Senior Vice President, General Counsel
and Corporate Secretary
MCDERMOTT ACQUISITION COMPANY, INC.
By: /s/ Daniel R. Gaubert
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Name: Daniel R. Gaubert
Title: Treasurer
J. RAY MCDERMOTT, S.A.
By: /s/ R. H. Rawle
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Name: R. H. Rawle
Title: President and Chief Operating Officer
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