-----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, PczhzefwWO4zv5oWSGruPZPXFP0o5JlPkr6hJhZmhUdF5FUsNphg9qhllYgmTRev 2Jz/J/r7lOcNUwc2y+3xjw== 0000902664-04-000296.txt : 20040210 0000902664-04-000296.hdr.sgml : 20040210 20040210162802 ACCESSION NUMBER: 0000902664-04-000296 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: JANA PARTNERS LLC STREET 2: 536 PACIFIC AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 2125935955 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 720593134 STATE OF INCORPORATION: R1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34776 FILM NUMBER: 04582348 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 SC 13G/A 1 srz04-0130.txt FORM SC 13G/A - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- SCHEDULE 13G/A INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* MCDERMOTT INTERNATIONAL, INC. (Name of Issuer) Common Stock, Par 1.00 (Title of Class of Securities) 580037109 (CUSIP Number) December 31, 2003 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - ------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (page 1 of 4 pages) - ----------------------------------------------------------------------------- CUSIP No. 580037109 13G/A Page 2 of 4 Pages - ----------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). JANA PARTNERS LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 3,153,600 OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH: -0- 7 SOLE DISPOSITIVE POWER 3,153,600 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,153,600 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.78 % 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------------------- CUSIP No. 580037109 13G/A Page 3 of 4 Pages - ----------------------------------------------------------------------------- Item 1 (a). Name of Issuer: McDermott International, Inc. Item 1 (b). Address of Issuer's Principal Executive Offices: 1450 Poydras Street New Orleans, LA 70112-6050 Item 2 (a). Name of Person Filing: JANA Partners LLC Item 2 (b). Address of Principal Business Office or, if None, Residence: 536 Pacific Avenue, San Francisco, California 94133. Item 2 (c). Citizenship: This Statement is filed by JANA Partners LLC, a Delaware limited liability company. JANA Partners LLC is a private money management firm which holds the Common Stock of the Issuer in various accounts under its management and control. The principals of JANA Partners LLC, Barry Rosenstein and Gary Claar, are U.S. citizens. Item 2 (d). Title of Class of Securities: Common Stock Item 2 (e). CUSIP No: 580037109 Item 3. If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. Item 4. Ownership (a) Amount beneficially owned: 3,153,600 (b) Percent of Class: 4.78 % (c) Number of shares as to which JANA Partners LLC has: (i) Sole power to vote or to direct the vote: 3,153,600 (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 3,153,600 (iv) Shared power to dispose or to direct the disposition of: -0- Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X] Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. - ----------------------------------------------------------------------------- CUSIP No. 580037109 13G/A Page 4 of 4 Pages - ----------------------------------------------------------------------------- Item 10. Certification. By signing below, each of the reporting persons hereby certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. February 9, 2004 JANA Partners LLC /s/Barry Rosenstein Barry Rosenstein Managing Director /s/Gary Claar Gary Claar Managing Director -----END PRIVACY-ENHANCED MESSAGE-----