SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2)*
MCDERMOTT INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, Par 1.00
(Title of Class of Securities)
580037109
(CUSIP Number)
December 31, 2004
(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)
(Page 1 of 5 Pages)
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*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 purposes 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).
CUSIP No. 580037109 13G/A Page 2 of 5 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF (5) SOLE VOTING POWER
1,868,900
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
1,868,900
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,868,900
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.79%
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(12) TYPE OF REPORTING PERSON **
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 580037109 13G/A Page 3 of 5 Pages
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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:
201 Post Street, Suite 1000, San Francisco, CA 94108
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 Number: 580037109
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a: Not applicable
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with Rule 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
CUSIP No. 580037109 13G/A Page 4 of 5 Pages
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(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [x]
Item 4. Ownership.
(a) Amount beneficially owned: 1,868,900
(b) Percent of class: 2.79%
(c) Number of shares as to which JANA Partners LLC has:
(i) Sole power to vote or direct the vote: 1,868,900
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 1,868,900
(iv) Shared power to dispose or direct the disposition: 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 5 of 5 Pages
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Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my 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 my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: January 31, 2005
JANA PARTNERS LLC
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/s/ Barry Rosenstein
Barry Rosenstein
Managing Director
/s/ Gary Claar
Gary Claar
Managing Director