File No. 005-48641
As filed with the Securities and Exchange Commission on June 11, 1999
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Final Amendment)
J. RAY MCDERMOTT, S.A.
(Name of Subject Company)
MCDERMOTT INTERNATIONAL, INC.
MCDERMOTT ACQUISITION COMPANY, INC.
a wholly-owned subsidiary of
MCDERMOTT INTERNATIONAL, INC.
(Bidder)
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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)
S. Wayne Murphy
McDermott International, Inc.
1450 Poydras Street
New Orleans, LA 70161
Telephone: (504) 587-5400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
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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<PAGE>
This Final Amendment ("Final Amendment") amends and supplements the
Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally
filed on May 13, 1999 by McDermott International, Inc., a Panama corporation
("Parent"), and McDermott Acquisition Company, Inc., a Panama corporation
("Purchaser") and a wholly-owned subsidiary of Parent, as amended by Amendment
No. 1 to the Schedule 14D-1 filed with the Commission on May 14, 1999 and
Amendment No. 2 to the Schedule 14D-1 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 J. Ray McDermott,
S.A. (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 in the related Letter of Transmittal.
All capitalized terms used in this Final Amendment without definition have
the meanings attributed to them in the Schedule 14D-1.
The item of the Schedule 14D-1 set forth below is hereby amended and
supplemented as follows:
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented to incorporate by reference the
information set forth in the Press Release issued by Parent on June 11, 1999,
attached hereto as Exhibit (a)(11).
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding the following
exhibit:
(a)(11) Text of Press Release Issued by Parent on June 11, 1999.
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SIGNATURE
After reasonable 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.
June 11, 1999 MCDERMOTT ACQUISITION COMPANY, INC.
By: /s/ Daniel R. Gaubert
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Name: Daniel R. Gaubert
Title: Treasurer
MCDERMOTT INTERNATIONAL, INC.
By: /s/ S. Wayne Murphy
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Name: S. Wayne Murphy
Title: Senior Vice President, General Counsel and
Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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(a)(11) Text of Press Release Issued by Parent on June 11, 1999.
Exhibit (a)(11)
FOR IMMEDIATE RELEASE
NEW ORLEANS -- June 11, 1999 99-13
McDERMOTT INTERNATIONAL COMPLETES TENDER OFFER TO
ACQUIRE OUTSTANDING SHARES OF J. RAY McDERMOTT
McDermott International, Inc. (NYSE: MDR) announced today that 14,128,578
shares of J. Ray McDermott, S.A. (NYSE:JRM) common stock were tendered in
McDermott International's offer to acquire all outstanding shares of J. Ray
McDermott that it does not already own for $35.62 per share, net to the seller
in cash. An additional 226,016 shares have been tendered pursuant to notice of
guaranteed delivery. The offer, which was made through McDermott
International's wholly-owned subsidiary, McDermott Acquisition Company, Inc.,
expired at 12:00 midnight, New York City time, on Thursday, June 10, 1999.
McDermott has accepted for payment and will promptly pay for all shares of J.
Ray McDermott validly tendered pursuant to the offer.
The shares tendered, including those guaranteed for delivery, represent
approximately 99% of the shares of J. Ray McDermott not already owned by
McDermott International. Together with the 24,668,297 shares held by McDermott
International, the tendered shares represent approximately 99.5% of the shares
of J. Ray McDermott's common stock outstanding at the expiration of the tender
offer. Fewer than 200,000 of the outstanding shares of the company were not
tendered.
The tender offer was made under the previously announced merger agreement
between McDermott International and J. Ray McDermott. Any shares not purchased
in the tender offer (other than shares owned by McDermott International) will
be acquired for the same price in cash in a second-step merger. McDermott
International anticipates that the merger between McDermott Acquisition
Company, Inc. and J. Ray McDermott will occur shortly after a special meeting
of J. Ray McDermott shareholders. The time and place of the meeting will be
determined at a later date.
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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