UNITED STATES 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): December 31, 2004
McDERMOTT INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
REPUBLIC OF PANAMA 001-08430 72-0593134
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1450 Poydras Street, New Orleans, Louisiana 70112-6050
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (504) 587-5400
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2004, McDermott International, Inc. ("McDermott") terminated the
McDermott International, Inc. Supplemental Executive Retirement Plan, Amended
and Restated Effective December 1, 1999, (the "1999 SERP") and adopted the
McDermott International, Inc. Supplemental Executive Retirement Plan, Effective
January 1, 2005 (the "2005 SERP"). Termination of the Plan does not affect the
rights of retired or disabled Participants (or their spouses) who are receiving
benefits under the 1999 SERP as of December 31, 2004. Current retired and
disabled participants of the 1999 SERP may, under terms established by
McDermott, elect to receive a discounted lump sum distribution in lieu of any
other entitlements they may have under the 1999 SERP.
The 1999 SERP provided company officers selected by the Compensation Committee
of the Board of Directors of McDermott (the "Compensation Committee") an
opportunity to receive defined benefits based generally upon the date of
participation, retirement date and years of service. Any benefits provided under
the 1999 SERP were to be paid for the life of the participant and then one-half
to the participant's spouse for life, subject to certain conditions.
The 2005 SERP provides officers of McDermott and its subsidiaries and affiliates
(the "Company") selected by the Compensation Committee an opportunity to
participant in a defined contribution plan with benefits based upon the
participant's notional account balance at the time of retirement or termination.
The Compensation Committee will credit a participant's notional account with
such amounts determined annually in the sole discretion of the Compensation
Committee. McDermott, in its sole discretion, may terminate or amend the 2005
SERP, at any time, in any respect whatsoever; provided, however, that no such
action may reduce amounts credited to vested notional accounts of participants,
and such accounts will continue to be owed to the participants or beneficiaries
and will continue to be a liability of McDermott.
No special or separate fund shall be established nor shall any other segregation
of assets be made to assure that distributions will be made under the 2005 SERP.
Therefore, any distributions payable under the 2005 SERP shall be made from the
general assets of the Company and any participant or beneficiary shall be an
unsecured general creditor of the Company.
Item 1.02 Termination of a Material Definitive Agreement.
The disclosure required by this item is included in Item 1.01 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following are filed as exhibits to this report:
10.1 McDermott International, Inc. Supplemental Executive Retirement
Plan (Amended and Restated Effective December 1, 1999).
10.2 McDermott International, Inc. Supplemental Executive Retirement
Plan (Effective January 1, 2005)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
McDERMOTT INTERNATIONAL, INC.
By: /s/ Keith G. Robinson
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Keith G. Robinson
Corporate Controller
January 6, 2005
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