-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jo+xZjfvzX2IZmZ/JppIpD7owJmy7eHpKgXQFAzt+nPvORJ0tZppuAS+Qj37MhMq mNjIHbvuslmbzK9Rv5h+Zw== 0000899140-97-000267.txt : 19970314 0000899140-97-000267.hdr.sgml : 19970314 ACCESSION NUMBER: 0000899140-97-000267 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970313 SROS: NYSE GROUP MEMBERS: DUQUESNE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 720593134 STATE OF INCORPORATION: R1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34776 FILM NUMBER: 97555995 BUSINESS ADDRESS: STREET 1: 1450 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045875400 MAIL ADDRESS: STREET 1: 1450 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70161 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 McDERMOTT INTERNATIONAL, INC. (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 580037109 (CUSIP Number) Christopher E. Manno, Esq. Willkie Farr & Gallagher 153 East 53rd Street New York, New York 10022 (212) 821-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 3, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ].* Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - ---------------------------- *A filing fee is not being paid with this statement pursuant to SEC Release No. 33-7331 whereby the filing fee has been eliminated for Schedule 13D. 2 SCHEDULE 13D CUSIP No. 580037109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Soros Fund Management LLC 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 3,436,700 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 3,436,700 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,436,700 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [X] 13 Percent of Class Represented By Amount in Row (11) 6.26% 14 Type of Reporting Person OO, IA 3 SCHEDULE 13D CUSIP No. 580037109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 3,436,700 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 3,436,700 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,436,700 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |X| 13 Percent of Class Represented By Amount in Row (11) 6.26% 14 Type of Reporting Person IA 4 SCHEDULE 13D CUSIP No. 580037109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stanley F. Druckenmiller (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 292,200 Shares Beneficially 8 Shared Voting Power Owned By 3,436,700 Each Reporting 9 Sole Dispositive Power Person 292,200 With 10 Shared Dispositive Power 3,436,700 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,728,900 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 6.79% 14 Type of Reporting Person IA 5 SCHEDULE 13D CUSIP No. 580037109 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Duquesne Capital Management, L.L.C. 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania 7 Sole Voting Power Number of 292,200 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 292,200 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 292,200 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares [X] 13 Percent of Class Represented By Amount in Row (11) 0.53% 14 Type of Reporting Person OO, IA 6 Item 1. Security and Issuer This statement on Schedule 13D (the "Statement") relates to shares of Common Stock, $1.00 par value per share (the "Common Stock"), of McDermott International, Inc., a Panamanian corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1450 Poydras Street, New Orleans, Louisiana 70112-6050. This Statement is being filed by the Reporting Persons (as defined herein) to report recent transactions in the Common Stock as a result of which the Reporting Persons may be deemed to be the beneficial owners of in excess of 5% of the outstanding Common Stock. Item 2. Identity and Background. This statement is being filed on behalf of Soros Fund Management LLC ("SFM LLC"), a Delaware limited liability company, Duquesne Capital Management, L.L.C. ("Duquesne LLC"), a Pennsylvania limited liability company, Mr. George Soros ("Mr. Soros") and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller," and together with SFM LLC, Duquesne LLC, and Mr. Soros, the "Reporting Persons"). This Statement relates to shares of Common Stock held for the accounts of Quantum Partners and the Duquesne LLC Clients (as defined herein). SFM LLC has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its principal business is to serve, pursuant to contract, as the principal investment manager to several foreign investment companies (the "SFM Clients"), including Quantum Fund N.V., a Netherlands Antilles company ("Quantum Fund"), and its principal operating subsidiary, Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"). Each of Quantum Fund and Quantum Partners has its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. SFM LLC's contracts with SFM Clients generally provide that SFM LLC is responsible for designing and implementing the SFM Clients' overall investment strategies; for conducting direct portfolio management strategies to the extent that SFM LLC determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisors who manage separate portfolios on behalf of SFM Clients; and for allocating and reallocating the SFM Clients' assets among the outside managers and itself. The business of SFM LLC is managed through a Management Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr. Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Set forth in Annex A hereto and incorporated by reference in response to this Item 2 and elsewhere in this Statement as applicable is a list of the Managing Directors of SFM LLC. The principal occupation of Mr. Soros, a United States citizen, is his direction of the activities of SFM LLC, which is carried out in his capacity as Chairman of SFM LLC at SFM LLC's principal office. The principal occupation of Mr. Druckenmiller, a United States citizen, is his position as Lead Portfolio Manager and a Member of the Management Committee of SFM LLC, which is carried out at SFM LLC's principal office. Mr. Druckenmiller also owns a 75% interest in, and is the sole Managing Member of, Duquesne LLC, an investment advisory firm which is engaged in a variety of direct and indirect investments. Duquesne LLC has its principal offices at 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591. Its principal business is to serve, pursuant to contract, as a discretionary investment advisor to a limited number of institutional clients (the "Duquesne LLC Clients"). Set forth in Annex B hereto and incorporated by reference in response to this Item 2 and elsewhere in this Statement as applicable is a list of the Managing Directors of Duquesne LLC. 7 Pursuant to regulations promulgated under Section 13(d) of the Securities Act of 1933, as amended (the "Act"), SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of shares of Common Stock held for the account of Quantum Partners as a result of the contractual authority of SFM LLC to exercise voting and dispositive power with respect to such Common Stock. In addition, pursuant to regulations promulgated under Section 13(d) of the Act, each of Duquesne LLC and Mr. Druckenmiller, by virtue of his interest in, and position as sole Managing Member of, Duquesne LLC, may be deemed a beneficial owner of shares of Common Stock held for the accounts of the Duquesne LLC Clients as a result of the contractual authority of Duquesne LLC to exercise voting and dispositive power with respect to such Common Stock. During the past five years, none of the Reporting Persons, Quantum Partners nor, to the best of the Reporting Persons' knowledge, any other person identified in response to this Item 2, has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which he has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Quantum Partners expended approximately $74,614,461 of its working capital to purchase the Common Stock which is reported in Item 5(c) as having been purchased for its account during the past 60 days. Duquesne LLC expended approximately $6,439,687 of the working capital of the Duquesne LLC Clients to purchase the Common Stock which is reported in Item 5(c) as having been purchased for their accounts during the past 60 days. The securities held for the accounts of Quantum Partners and/or the Duquesne LLC Clients may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in its margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firm's credit policies. The positions which may be held in the margin accounts, including shares of Common Stock, are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction. All of the shares of Common Stock reported herein as having been acquired for or disposed of from the accounts of Quantum Partners and the Duquesne LLC Clients were acquired or disposed of for investment purposes. None of Quantum Partners, the Reporting Persons nor, to the best of their knowledge, any of the other persons identified in response to Item 2, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. SFM LLC, Mr. Soros and Mr. Druckenmiller reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of SFM Clients, market conditions or other factors. Similarly, Mr. Druckenmiller and Duquesne LLC reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of Duquesne LLC Clients, market conditions or other factors. 8 Item 5. Interest in Securities of the Issuer. (a) (i) Each of SFM LLC and Mr. Soros may be deemed the beneficial owner of the 3,436,700 shares of Common Stock (approximately 6.26% of the total number of shares of Common Stock outstanding) held for the account of Quantum Partners. (ii) Mr. Druckenmiller may be deemed the beneficial owner of 3,728,900 shares of Common Stock (approximately 6.79% of the total number of shares of Common Stock outstanding). This number consists of (A) 3,436,700 shares of Common Stock held for the account of Quantum Partners and (B) 292,200 shares of Common Stock held for the accounts of the Duquesne LLC Clients. (iii) Duquesne LLC may be deemed the beneficial owner of the 292,200 shares of Common Stock for the accounts of the Duquesne LLC Clients (approximately 0.53% of the total number of shares of Common Stock outstanding). (b) (i) Pursuant to the terms of the contract between Quantum Fund and SFM LLC, and as a result of the positions held by Mr. Soros and Mr. Druckenmiller with SFM LLC, SFM LLC may be deemed to have sole power and Mr. Soros and Mr. Druckenmiller may be deemed to have shared power to direct the voting and disposition of the 3,436,700 shares of Common Stock held for the account of Quantum Partners. (ii) As a result of the contracts between Duquesne LLC and the Duquesne LLC Clients, and as a result of the position held by Mr. Druckenmiller with Duquesne LLC, each of Duquesne LLC and Mr. Druckenmiller may be deemed to have the sole power to direct the voting and disposition of the 292,200 shares of Common Stock held for the accounts of Duquesne LLC Clients. (c) Except for the transactions listed in Annex C hereto, there have been no transactions effected with respect to the shares of Common Stock since January 12, 1997 (60 days prior to the date hereof) by any of the Reporting Persons, Quantum Partners or the Duquesne LLC Clients. All of the transactions listed in Annex C were executed in routine brokerage transactions on the New York Stock Exchange. (d) (i) The shareholders of Quantum Partners, including Quantum Fund, have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including shares of Common Stock, held for the account of Quantum Partners in accordance with their ownership interests in Quantum Partners. (ii) The Duquesne LLC Clients have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities (including shares of Common Stock) in accordance with their advisory contracts with Duquesne LLC. (e) Not applicable. Each of SFM LLC and Mr. Soros expressly disclaims beneficial ownership of any shares of Common Stock not held directly for the accounts of the SFM Clients. Duquesne LLC expressly disclaims beneficial ownership of any shares of Common Stock not held directly for the accounts of the Duquesne LLC Clients. 9 Item 6. Contracts, Arrangements, Understandings in Relationship with Respect to Securities of the Issuer. From time to time to the extent permitted by applicable laws, each of the Reporting Persons, Quantum Partners, other SFM Clients and/or Duquesne LLC Clients may lend Common Stock to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time to the extent permitted by applicable laws, each of the Reporting Persons, Quantum Partners, other SFM Clients and/or Duquesne LLC Clients may borrow shares of Common Stock for the purpose of effecting, and may effect, short sale transactions, and may purchase Common Stock for the purpose of closing out short positions in Common Stock. Except as disclosed above the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. A. Power of Attorney dated as of January 1, 1997 granted by Mr. Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus. B. Power of Attorney dated as of January 1, 1997 granted by Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus. C. Joint Filing Agreement dated March 13, 1997 by and among SFM LLC, Mr. Soros, Mr. Druckenmiller and Duquesne LLC. 10 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: March 13, 1997 SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus Michael C. Neus Assistant General Counsel GEORGE SOROS By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Gerald Kerner Gerald Kerner Managing Director 1 ANNEX A The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC: Scott K. H. Bessent Walter Burlock Brian J. Corvese Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM LLC, and each has a business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York, New York 10106. To the best of the Reporting Persons' knowledge: (a) none of the above persons holds any shares of Common Stock; and (b) none of the above persons has any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. 1 ANNEX B The following is a list of all of the persons who serve as Managing Directors of Duquesne LLC (other than Stanley Druckenmiller): Michael A. Shay ("Mr. Shay") Gerald Kerner ("Mr. Kerner") Mr. Shay is a United States citizen whose principal occupation is serving as Managing Director of Duquesne LLC. Mr. Shay's business address is Duquesne Capital Management, L.L.C., 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241. Mr. Kerner is a United States citizen whose principal occupation is serving as Managing Director of Duquesne LLC. Mr. Kerner's principal business address is Duquesne Capital Management L.L.C., 888 Seventh Avenue, 32nd Floor, New York, New York 10106. To the best of the Reporting Persons' knowledge: (a) neither of the above persons holds any Common Stock; and (b) neither of the above persons has any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. 1 ANNEX C Recent Transactions in the Common Stock of McDermott International, Inc. Date of Nature of Number Price For the Account of Transaction Transaction of Shares Per Share - ------------------ ----------- ----------- --------- --------- QUANTUM PARTNERS LDC 2/14/97 Purchase 160,000 20.746 2/14/97 Purchase 200,000 20.587 2/14/97 Purchase 132,000 20.587 2/14/97 Purchase 40,000 20.747 2/18/97 Purchase 138,000 21.046 2/19/97 Purchase 13,500 21.145 2/19/97 Purchase 81,000 21.107 2/20/97 Purchase 100,000 20.685 2/21/97 Purchase 2,700 21.082 2/21/97 Purchase 135,000 21.101 2/21/97 Purchase 31,500 21.145 2/21/97 Purchase 167,000 21.161 2/24/97 Purchase 45,000 21.740 2/24/97 Purchase 139,500 21.861 2/25/97 Purchase 139,500 22.016 2/25/97 Purchase 36,000 21.957 2/25/97 Purchase 67,500 22.102 2/26/97 Purchase 51,300 21.912 2/26/97 Purchase 144,700 21.935 2/26/97 Purchase 87,300 21.871 2/27/97 Purchase 45,000 22.216 2/27/97 Purchase 112,500 22.398 2/28/97 Purchase 90,000 22.310 2/28/97 Purchase 157,500 22.381 2/28/97 Purchase 108,500 22.395 2/28/97 Purchase 24,800 22.383 Transactions effected at the direction of SFM LLC. 2 Date of Nature of Number Price For the Account of Transaction Transaction of Shares Per Share - ------------------ ----------- ----------- --------- --------- QUANTUM PARTNERS LDC 3/03/97 Purchase 116,200 22.161 3/03/97 Purchase 45,000 22.120 3/03/97 Purchase 45,000 22.060 3/04/97 Purchase 300 22.020 3/04/97 Purchase 94,500 22.102 3/04/97 Purchase 72,000 22.060 3/05/97 Purchase 72,000 22.185 3/05/97 Purchase 58,500 22.147 3/05/97 Purchase 90,000 22.119 3/06/97 Purchase 9,000 22.457 3/06/97 Purchase 90,000 22.506 3/07/97 Purchase 8,000 22.520 3/07/97 Purchase 27,000 22.560 3/10/97 Purchase 35,900 22.426 3/10/97 Purchase 40,000 22.435 3/10/97 Purchase 7,300 22.435 3/10/97 Purchase 23,100 22.678 3/11/97 Purchase 27,000 22.435 3/11/97 Purchase 30,600 22.435 3/12/97 Purchase 47,900 22.060 3/12/97 Purchase 15,900 21.941 3/12/97 Purchase 31,700 21.935 DUQUESNE LLC CLIENTS 02/21/97 Purchase 4,900 21.042 02/21/97 Purchase 6,100 21.101 02/21/97 Purchase 1,100 21.125 02/21/97 Purchase 100 21.062 02/21/97 Purchase 1,100 21.042 02/21/97 Purchase 1,400 21.101 02/21/97 Purchase 300 21.125 02/21/97 Purchase 9,000 21.042 02/21/97 Purchase 11,000 21.101 Transactions effected at the direction of SFM LLC. Transactions effected at the direction of Duquesne LLC. 3 Date of Nature of Number Price For the Account of Transaction Transaction of Shares Per Share - ------------------ ----------- ----------- --------- --------- DUQUESNE LLC CLIENTS 02/21/97 Purchase 2,100 21.125 02/21/97 Purchase 200 21.062 02/24/97 Purchase 5,100 21.841 02/24/97 Purchase 1,600 21.680 02/24/97 Purchase 1,100 21.841 02/24/97 Purchase 400 21.680 02/24/97 Purchase 9,300 21.841 02/24/97 Purchase 3,000 21.680 02/25/97 Purchase 2,500 22.042 02/25/97 Purchase 1,300 21.937 02/25/97 Purchase 5,100 21.956 02/25/97 Purchase 600 22.042 Transactions effected at the direction of Duquesne LLC. 4 Date of Nature of Number Price For the Account of Transaction Transaction of Shares Per Share - ------------------ ----------- ----------- --------- --------- DUQUESNE LLC CLIENTS 02/25/97 Purchase 300 21.937 02/25/97 Purchase 1,100 21.956 02/25/97 Purchase 4,400 22.042 02/25/97 Purchase 2,400 21.937 02/25/97 Purchase 9,300 21.956 02/26/97 Purchase 1,900 21.892 02/26/97 Purchase 5,300 21.875 02/26/97 Purchase 3,200 21.812 02/26/97 Purchase 400 21.892 02/26/97 Purchase 1,200 21.875 02/26/97 Purchase 700 21.812 02/26/97 Purchase 3,400 21.892 02/26/97 Purchase 9,500 21.875 02/26/97 Purchase 5,800 21.812 02/27/97 Purchase 4,100 22.338 02/27/97 Purchase 1,600 22.196 02/27/97 Purchase 900 22.338 02/27/97 Purchase 400 22.196 02/27/97 Purchase 7,500 22.338 02/27/97 Purchase 3,000 22.196 02/28/97 Purchase 900 22.363 02/28/97 Purchase 3,900 22.375 02/28/97 Purchase 5,800 22.321 02/28/97 Purchase 3,300 22.250 02/28/97 Purchase 200 22.363 02/28/97 Purchase 900 22.375 02/28/97 Purchase 1,300 22.321 02/28/97 Purchase 700 22.250 02/28/97 Purchase 1,700 22.363 Transactions effected at the direction of Duquesne LLC. 5 Date of Nature of Number Price For the Account of Transaction Transaction of Shares Per Share - ------------------ ----------- ----------- --------- --------- DUQUESNE LLC CLIENTS 02/28/97 Purchase 7,200 22.375 02/28/97 Purchase 10,400 22.321 02/28/97 Purchase 6,000 22.250 03/03/97 Purchase 4,300 22.101 03/03/97 Purchase 1,600 22.100 03/03/97 Purchase 1,600 22.000 03/03/97 Purchase 1,000 22.101 03/03/97 Purchase 400 22.100 03/03/97 Purchase 400 22.000 03/03/97 Purchase 7,700 22.101 03/03/97 Purchase 3,000 22.100 03/03/97 Purchase 3,000 22.000 03/04/97 Purchase 2,600 22.000 03/04/97 Purchase 3,400 22.042 03/04/97 Purchase 600 22.000 03/04/97 Purchase 800 22.042 03/04/97 Purchase 4,800 22.000 03/04/97 Purchase 6,300 22.042 03/05/97 Purchase 3,300 22.059 03/05/97 Purchase 2,600 22.125 03/05/97 Purchase 2,100 22.087 03/05/97 Purchase 700 22.059 03/05/97 Purchase 600 22.125 03/05/97 Purchase 500 22.087 03/05/97 Purchase 6,000 22.059 03/05/97 Purchase 4,800 22.125 03/05/97 Purchase 3,900 22.087 03/06/97 Purchase 3,300 22.446 03/06/97 Purchase 300 22.437 Transactions effected at the direction of Duquesne LLC. 6 Date of Nature of Number Price For the Account of Transaction Transaction of Shares Per Share - ------------------ ----------- ----------- --------- --------- DUQUESNE LLC CLIENTS 03/06/97 Purchase 700 22.446 03/06/97 Purchase 100 22.437 03/06/97 Purchase 6,000 22.446 03/06/97 Purchase 600 22.437 3/07/97 Purchase 1,800 22.500 3/07/97 Purchase 1,200 22.500 3/07/97 Purchase 200 22.500 3/07/97 Purchase 100 22.500 3/07/97 Purchase 1,000 22.500 3/07/97 Purchase 700 22.500 3/10/97 Purchase 500 22.375 3/10/97 Purchase 2,300 22.406 3/10/97 Purchase 6,000 22.375 3/10/97 Purchase 100 22.375 3/10/97 Purchase 300 22.406 3/10/97 Purchase 700 22.375 3/10/97 Purchase 200 22.375 3/10/97 Purchase 1,300 22.406 3/10/97 Purchase 3,300 22.375 3/11/97 Purchase 1,500 22.618 3/11/97 Purchase 2,000 22.375 3/11/97 Purchase 1,800 22.375 3/11/97 Purchase 200 22.618 3/11/97 Purchase 300 22.375 3/11/97 Purchase 300 22.375 3/11/97 Purchase 900 22.618 Transactions effected at the direction of Duquesne LLC. 7 Date of Nature of Number Price For the Account of Transaction Transaction of Shares Per Share - ------------------ ----------- ----------- --------- --------- DUQUESNE LLC CLIENTS 3/11/97 Purchase 1,100 22.375 3/11/97 Purchase 1,000 22.375 3/12/97 Purchase 1,100 21.875 3/12/97 Purchase 600 21.922 3/12/97 Purchase 1,700 22.000 3/12/97 Purchase 300 21.875 3/12/97 Purchase 100 21.922 3/12/97 Purchase 400 22.000 3/12/97 Purchase 2,100 21.875 3/12/97 Purchase 1,000 21.922 3/12/97 Purchase 3,200 22.000 Transactions effected at the direction of Duquesne LLC. EXHIBIT INDEX A. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus C. Joint Filing Agreement dated March 13, 1997 by and among Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller and Duquesne Capital Management, L.L.C. EX-99.A 2 POWER OF ATTORNEY BY G. SOROS EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney in fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of January, 1997. /s/ George Soros GEORGE SOROS EX-99.B 3 POWER OF ATTORNEY BY S. DRUCKENMILLER EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney in fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio Manager of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of January, 1997. /s/ Stanley F. Druckenmiller STANLEY F. DRUCKENMILLER EX-99.C 4 JOINT FILING AGREEMENT EXHIBIT C JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of McDermott International, Inc. dated March 13, 1997 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Dated as of: March 13, 1997 SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus Michael C. Neus Assistant General Counsel GEORGE SOROS By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus Michael C. Neus Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Gerald Kerner Gerald Kerner Managing Director -----END PRIVACY-ENHANCED MESSAGE-----