<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ROWAN COMPANIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MARK HAY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2
ROWAN COMPANIES, INC.
5450 TRANSCO TOWER
2800 POST OAK BOULEVARD
HOUSTON, TEXAS 77056-6196
(713) 621-7800
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, APRIL 22, 1994
To the Stockholders:
The Annual Meeting of the Stockholders of Rowan Companies, Inc., a Delaware
corporation (the "Company") will be held in the Transco Auditorium located on
Level 2 of the Transco Tower, 2800 Post Oak Boulevard, Houston, Texas, on
Friday, April 22, 1994 at 9:00 A.M., Houston time, for the following purposes:
1. To elect three Class III Directors to serve until the third
succeeding annual meeting and until their respective successors are duly
elected and qualified.
2. To transact such other business as may properly come before such
meeting or any adjournment thereof.
February 23, 1994, has been fixed as the date of record for determining
stockholders entitled to receive notice of and to vote at the Annual Meeting of
Stockholders. A list of all stockholders entitled to vote is on file at the
principal executive offices of the Company, 5450 Transco Tower, 2800 Post Oak
Boulevard, Houston, Texas, 77056-6196.
BY ORDER OF THE BOARD OF DIRECTORS
MARK H. HAY
Secretary
March 14, 1994
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, DATE, SIGN AND MAIL BACK THE
ACCOMPANYING PROXY IN THE ENCLOSED RETURN ENVELOPE AT YOUR EARLIEST CONVENIENCE.
<PAGE> 3
ROWAN COMPANIES, INC.
5450 TRANSCO TOWER
2800 POST OAK BOULEVARD
HOUSTON, TEXAS 77056-6196
---------------------------------------
PROXY STATEMENT
---------------------------------------
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Rowan Companies, Inc. for use at the Annual Meeting of Stockholders to be
held on April 22, 1994, in the Transco Auditorium located on Level 2 of the
Transco Tower, 2800 Post Oak Boulevard, Houston, Texas, or any adjournment
thereof. The cost of solicitation will be paid by the Company. In addition to
solicitation by mail, solicitation of proxies may by made personally or by
telephone or telegraph by the Company's regular employees, and arrangements may
be made with brokerage houses or other custodians, nominees and fiduciaries to
send proxies and proxy material to their principals.
The enclosed proxy, even though executed and returned, may be revoked at
any time prior to the voting of the proxy by either (i) attending the meeting
and voting in person or (ii) giving written notice of such revocation to Mr.
Mark H. Hay, Secretary of the Company, at Rowan Companies, Inc., 5450 Transco
Tower, 2800 Post Oak Boulevard, Houston, Texas 77056-6196. The enclosed proxy
may also be revoked by a subsequently dated proxy received by the Company prior
to the voting of the previously dated proxy.
The Proxy Statement and the related form of proxy are being first mailed or
delivered to stockholders of the Company on or about March 14, 1994.
1
<PAGE> 4
VOTING SECURITIES OUTSTANDING
At the close of business on February 23, 1994, the record date for
determining those stockholders entitled to notice of and to vote at the Annual
Meeting of Stockholders, there were outstanding 83,897,987 shares of $.125 par
value Common Stock of the Company ("Common Stock"), each share of which is
entitled to one vote on the matters to be presented at the meeting.
SECURITY OWNERSHIP OF MANAGEMENT
AND PRINCIPAL STOCKHOLDERS
MANAGEMENT
The table below sets forth the number of shares of Common Stock of the
Company owned as of February 23, 1994 by nominees for director (including Mr.
Palmer who is Chief Executive Officer), continuing directors, the four other
most highly compensated officers of the Company and all directors and executive
officers as a group:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME BENEFICIALLY OWNED(1)(2)
-------------------------------------------------------- ------------------------
<S> <C>
Directors:
Ralph E. Bailey 5,000
Henry O. Boswell 25,000(3)
H. E. Lentz 20,200(4)
C. R. Palmer 493,845
Wilfred P. Schmoe 5,000
Charles P. Siess, Jr. 6,000
Peter Simonis 4,700
C. W. Yeargain 295,199
Executive Officers (not Directors):
R. G. Croyle 56,978
D. F. McNease 16,005
E. E. Thiele 40,750
Paul L. Kelly 47,283
All Directors and Executive Officers as a Group (22 in
number) 1,176,941
</TABLE>
- ---------------
(1) Except as noted otherwise, the persons and the group listed have sole voting
and sole dispositive power with respect to the shares shown herein.
(2) All directors and executive officers as a group beneficially owned 1.40% of
the outstanding shares of Common Stock; no continuing director, nominee or
executive officer owned more than .59% of the Common Stock. Included herein
are shares of Common Stock that may be acquired prior to April 24, 1994
through the conversion of Series I Floating Rate Convertible Subordinated
Debentures (the "Series I Debentures"), Series II Floating Rate Convertible
Subordinated Debenture (the "Series II Debenture") and the exercise of
Nonqualified Stock Options (the "Options") as follows: C. R.
Palmer -- Series II Debenture and Options -- 400,000 shares and 87,500
shares, respectively; R. G. Croyle -- Series I Debentures and
Options -- 43,478 shares and 12,500 shares, respectively; D. F.
McNease -- Options -- 15,000 shares; E. E. Thiele -- Options -- 12,500
shares; Paul L. Kelly -- Series I Debentures and Options -- 34,783 shares
and 12,500 shares, respectively, and all directors and executive officers as
a group -- Series I Debentures, the Series II Debenture and
Options -- 78,261 shares, 400,000 shares and 200,750 shares, respectively.
(Footnotes continued on following page)
2
<PAGE> 5
(3) Includes 1,000 shares owned by Mr Boswell's wife. Mr Boswell disclaims
beneficial ownership of such shares.
(4) Mr. Lentz's shares are owned jointly with his wife. The total includes 200
shares held in the names of Mr. Lentz's two minor children with respect to
which Mr. Lentz's wife serves as custodian. Mr. Lentz disclaims beneficial
ownership of such shares.
PRINCIPAL STOCKHOLDERS
The table below sets forth, as of February 23, 1994, certain information as
to those persons who, to the knowledge of the Company, beneficially owned more
than five percent of the Company's outstanding Common Stock:
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF CLASS OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED OF CLASS
- ------------------- --------------------------------- ------------------ --------
<S> <C> <C> <C>
Common Stock FMR Corp. 10,139,513(2) 12.13%(2)
82 Devonshire Street
Boston, MA 02109
Common Stock The Equitable Companies 9,129,400(3) 10.8%(3)
Incorporated
787 Seventh Avenue
New York, NY 10019;
AXA
23, Avenue Matignon
75008 Paris, France;
The Mutuelles AXA Group
detailed in (3) below
Common Stock Metropolitan Life Insurance 7,618,138(4) 9.09%(4)
Company
One Madison Avenue
New York, NY 10010
Common Stock Sanford C. Bernstein & Co., Inc. 6,360,806(5) 7.6%(5)
One State Street Plaza
New York, NY 10004
</TABLE>
- ---------------
(1) To the knowledge of the Company, no other person owns more than 5% of the
outstanding shares of Common Stock.
(2) Based on information contained in the named stockholder's Schedule 13G dated
February 11, 1994, filed pursuant to the Securities Exchange Act of 1934,
which Schedule 13G also stated that the named stockholder had sole voting
power with respect to 106,731 shares and sole dispositive power with respect
to 10,139,513 shares. Furthermore, based on information also contained in
that Schedule 13G, FMR Corp.'s wholly owned subsidiary, Fidelity Management
& Research Company, 82 Devonshire Street, Boston, MA 02109, beneficially
owned 10,026,082 of the shares shown above, or 11.99%, of the common stock
outstanding. Through their control of Fidelity Management & Research
Company, FMR Corp. and Edward C. Johnson 3d., Chairman of FMR Corp. and 34%
owner of its outstanding voting common stock, each had sole dispositive
power with respect to those 10,026,082 shares. Fidelity Management &
Research Company, which is an investment advisor to several investment
companies, had neither sole nor shared voting power with respect to the
shares shown above. The ownership of one FMR affiliated investment company,
Fidelity Magellan Fund, 82 Devonshire Street, Boston, MA 02109 amounted to
8,007,100 shares, or 9.58% of the common stock outstanding. Another
subsidiary and a related party of FMR Corp. beneficially owned 113,431 of
the shares shown above and had sole voting power with respect to 106,731
shares and sole dispositive power with respect to 113,431 shares. Such
subsidiary serves as an investment manager of several institutional
accounts.
(Footnotes continued on following page)
3
<PAGE> 6
(3) Based on information contained in the named stockholders' Amendment No. 1
dated February 9, 1994 to its schedule 13G dated the same date, filed
pursuant to the Securities Exchange Act of 1934. Such amended Schedule 13G
also stated that The Equitable Companies Incorporated and the AXA companies
described below as a group had sole voting power and shared voting power
with respect to 8,977,800 shares and 96,000 shares, respectively, and sole
dispositive power with respect to 9,129,400 shares. Furthermore, based on
information also contained in that amended Schedule 13G, 3,394,700 shares
and 5,734,700 shares of the shares shown above were beneficially owned by
Equitable Companies Incorporated's subsidiaries, The Equitable Life
Assurance Society of the United States ("Equitable U.S.") and Alliance
Capital Management L.P. ("Alliance Capital"), respectively, and that
Equitable U.S. had sole voting power, shared voting power and sole
dispositive power with respect to 3,298,700 shares, 96,000 shares and
3,394,700 shares, respectively, while Alliance Capital had sole voting power
and sole dispositive power with respect to 5,679,100 shares and 5,734,700
shares, respectively. AXA and the five mutual insurance companies comprising
The Mutuelles Group, namely Alpha Assurances I.A.R.D. Mutuelle and Alpha
Assurances Vie Mutuelle, both located at 101-100 Terrasse Boieldieu, 92042
Paris La Defense France and AXA Assurances I.A.R.D. Mutuelle and AXA
Assurances Vie Mutuelle, both located at La Grande Arche, Pardi Nord, 92044
Paris La Defense France and Uni Europe Assurance Mutuelle, 24 Ru Drouot,
75009 Paris France disclaim any beneficial interest in and disclaim any
deemed voting power or dispositive power with respect to any of the shares
shown above.
(4) Based on information contained in the named stockholder's Schedule 13G dated
February 9, 1994, filed pursuant to the Securities Exchange Act of 1934,
which Schedule 13G also stated that the named stockholder had sole voting
power with respect to 7,057,938 shares and sole dispositive power with
respect to 7,618,138 shares. Furthermore, based on information contained in
the Schedule 13G dated February 10, 1994 of a Metropolitan Life Insurance
Company subsidiary, State Street Research & Management Company, One
Financial Center, 38th Floor, Boston, MA 02111, 7,601,638 of the shares
shown above were beneficially owned by State Street Research & Management.
Additionally, such Schedule 13G stated that State Street Research &
Management had sole voting power with respect to 7,041,438 shares and sole
dispositive power with respect to 7,601,638 shares. State Street Research &
Management, an investment advisor for various clients, disclaims any
beneficial interest in such shares.
(5) Based on information contained in the named stockholder's Schedule 13G dated
February 14, 1994, filed pursuant to the Securities Exchange Act of 1934,
which Schedule 13G also stated that the named stockholder had sole voting
power with respect to 3,548,732 shares and sole dispositive power with
respect to 6,360,806 shares. Sanford C. Bernstein & Co., Inc. is an
investment advisor for various clients.
All of the Company's directors, executive officers and greater than ten
percent stockholders are required by Section 16(a) of the Securities Exchange
Act of 1934 to file with the Securities and Exchange Commission and the New York
Stock Exchange initial reports of ownership and reports of changes in ownership
of the Company's Common Stock and to furnish the Company with copies of such
reports. Based on a review of those reports and written representations that no
other reports were required, the Company believes that all applicable Section
16(a) filing requirements were complied with except that two executive officers,
John L. Buvens, Vice President and Patrick Glyn Wheeler, Assistant Treasurer
each had one report covering one transaction that they inadvertently failed to
report on a timely basis.
QUORUM AND OTHER MATTERS
The presence at the Annual Meeting of Stockholders, in person or by proxy,
of the holders of at least a majority of the outstanding shares of Common Stock
at the close of business on February 23, 1994 is necessary to constitute a
quorum. In accordance with Delaware law and pursuant to the provisions of the
Company's Bylaws, holders of shares shall be treated as being present at the
Annual Meeting of Stockholders if the holders of such shares are present in
person or are represented by valid proxies, whether the proxy cards granting
such proxies are marked as casting a vote or abstaining or are left blank. The
Company amended its Bylaws in December 1992 to revise, in accordance with
Delaware law, certain provisions regarding matters
4
<PAGE> 7
voted on by stockholders, including the addition of language to specifically
address the treatment of abstentions and non-votes.
If a quorum is present at the Annual Meeting, the election of each nominee
for Class III Director will be approved if the votes cast in favor of the
election of such nominee exceed the votes cast opposing the election of such
nominee. Unless otherwise directed thereon, a validly executed proxy will be
treated as a vote cast in favor of the election of the Class III Director
nominees listed below. In determining the number of votes cast, shares
abstaining from voting on such election and shares held in street name that are
indicated as not being voted on by brokers due to lack of discretionary
authority will not be treated as votes cast.
Action on any other matter to come before the Annual Meeting of
Stockholders will be approved if a quorum is present and the votes cast in favor
of the matter exceed the votes cast opposing such matter. In determining the
number of votes cast, shares abstaining from voting on such matters and shares
held in street name that are indicated as not being voted on by brokers due to
lack of discretionary authority will not be treated as votes cast.
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes.
Classes I and III consist of three directors each and Class II consists of two
directors. Each Director holds office for a term ending on the date of the third
annual meeting following the annual meeting at which such director was elected.
Class III directors are to be elected at the 1994 Annual Meeting of
Stockholders.
The persons named in the enclosed proxy have been selected as a proxy
committee by the directors of the Company and valid proxies will be voted in the
manner directed thereon. If no direction is made, the proxies will be voted for
the election of the Class III Director nominees listed below. Although the Board
of Directors of the Company does not contemplate that any of the nominees will
be unable to serve, if such a situation arises prior to the meeting, the proxy
committee will vote for a replacement nominee in accordance with its best
judgement.
The table below sets forth certain information regarding the nominees for
director and continuing directors as of February 23, 1994.
NOMINEES AND CONTINUING DIRECTORS
--------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION YEAR FIRST
FOR THE PAST BECAME
NAME(1)(2) FIVE YEARS AGE DIRECTOR
- ---------------------------------- ---------------------------------------- --- ----------
<S> <C> <C> <C>
NOMINEES: CLASS III (TERM EXPIRES IN 1997)
Henry O. Boswell Retired; formerly President (1983-1987) 64 1988
(a)(b)(c)(e) of Amoco Production Company (oil and gas
production).
C. R. Palmer Chairman of the Board, President and 59 1969
(c) Chief Executive Officer of the
Company.(3)
Peter Simonis Chairman of the Board, British American 67 1985
Offshore Limited (Company-owned U.K.
drilling contractor) since March 1987;
Chairman of the Board, (1979-1987),
Haden Group plc (London-based
international engineering contractors).
</TABLE>
(Table continued on following page)
5
<PAGE> 8
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION YEAR FIRST
FOR THE PAST BECAME
NAME(1)(2) FIVE YEARS AGE DIRECTOR
- ---------------------------------- ---------------------------------------- --- ----------
<S> <C> <C> <C>
CONTINUING DIRECTORS: CLASS I (TERM EXPIRES IN 1995)
H. E. Lentz Managing Director, Lehman Brothers Inc. 49 1990
(d) (investment bankers) since March 1993;
Investment Banker, Wasserstein Perella &
Co., Inc. (March 1988 through February
1993).
Wilfred P. Schmoe Retired; formerly Executive Vice 66 1992
(a)(b)(d)(e) President, Director and member of the
Executive Committee (May 1984 to
November 1988) of E.I. DuPont de Nemours
& Co. (diversified chemical/energy
conglomerate).
Charles P. Siess, Jr. Retired; formerly Chairman of the Board 67 1991
(a)(b)(c)(d)(e) and Chief Executive Officer, Cabot Oil &
Gas Corporation (January 1990 to
December 1992); Vice Chairman of the
Board, Marathon Manufacturing Company
(August 1986 until retiring in February
1987).
CONTINUING DIRECTORS: CLASS II (TERM EXPIRES IN 1996)
Ralph E. Bailey Chairman of the Board and Chief 69 1993
(b)(d)(e) Executive Officer of American Bailey
Corporation (manufacturing and energy
investments) and Chairman of the Board
and, until February 1992, Chief
Executive Officer of United Meridian
Corporation (oil and gas exploration and
production).
C. W. Yeargain Consultant; Executive Vice President of 68 1975
(c)(d) the Company until retiring in March
1991.(3)
</TABLE>
- ---------------
(1) Directorships other than those listed in the table are as follows: Ralph E.
Bailey, is a director of General Signal Corporation and The Williams
Companies, Inc.; Henry O. Boswell is a director of Service Master Management
Corporation, the general partner of Service Master Limited Partnership, and
Cabot Oil & Gas Corporation; H.E. Lentz is a director of Imperial Holly
Corporation; and Charles P. Siess, Jr. is a director of Cabot Corporation
and Cabot Oil & Gas Corporation.
(2) Committee memberships are indicated by (a) for Audit Committee, (b) for
Compensation Committee, (c) for Executive Committee, (d) for Nominating
Committee and (e) for 1986 Debenture Plan Committee. Each director who is
not a salaried officer of the Company or a subsidiary receives $20,000
annually for serving as a director, $500 for attending a regular or special
Board meeting and $250 or $500 for attending a meeting of each Committee on
which he serves, depending on the length of the meeting. In addition,
directors are reimbursed for reasonable travel expenses. See "Committees of
the Board of Directors" below for information on functions performed by the
Committees. The Board of Directors held five meetings during 1993. With the
exception of Mr. Bailey, all directors attended at least 75% of the 1993
meetings of the Board of Directors and Committees on which they served.
(3) Information regarding Mr. Palmer's compensation is disclosed in the Summary
Compensation Table under Executive Compensation below. In addition to his
Board membership, Mr. Yeargain continues to serve the Company in a
consulting capacity. See "Certain Transactions" below.
6
<PAGE> 9
COMMITTEES OF THE
BOARD OF DIRECTORS
The functions performed by the committees of the Board of Directors are as
follows:
The Audit Committee has as its principal functions to recommend to the
Board of Directors each year the firm of independent auditors to be selected by
the Company, to review the reports to be rendered and the fees to be charged by
the independent auditors and to review with the independent auditors the
principal accounting policies of the Company and other pertinent matters either
at the initiative of the committee or at the request of the independent
auditors. The Audit Committee held one meeting in 1993.
The Compensation Committee recommends to the Board of Directors from time
to time the compensation to be paid to the executive and other officers of the
Company and any plan for additional compensation that it deems appropriate. The
Compensation Committee held three meetings in 1993.
The Nominating Committee generally designates, on behalf of the Board of
Directors, candidates for the directors of the class to be elected at the next
meeting of stockholders. The Nominating Committee will consider for election to
the Board qualified nominees recommended by stockholders. To make such a
recommendation, stockholders should submit to the Company's Secretary a
biographical sketch of the prospective candidate, which should include age,
principal occupation and business experience and other directorships, including
positions previously held or now held. The Nominating Committee held two
meetings in 1993.
The Executive Committee has, except for certain qualifications noted in the
Company's Bylaws, the authority to exercise all of the powers of the Board in
the management of the business and affairs of the Company. The Executive
Committee held one meeting in 1993.
The 1986 Debenture Plan Committee administers the Company's 1986
Convertible Debenture Incentive Plan. The 1986 Debenture Plan Committee has
broad authority to interpret, amend, suspend or terminate such Plan and to make
all determinations necessary or advisable for the administration of the Plan.
The 1986 Debenture Plan Committee held no meetings in 1993.
7
<PAGE> 10
EXECUTIVE COMPENSATION
The following tabulation sets forth for the fiscal years ended December 31,
1993, 1992 and 1991 annual compensation of the Chief Executive Officer and the
other four most highly compensated executive officers of the Company (the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -----------------
---------------------- SHARES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)
- ---------------------------------------------- ---- --------- -------- -----------------
<S> <C> <C> <C> <C>
C. R. Palmer 1993 $ 700,000 $900,000 -0-
Chairman of the Board, President and Chief 1992 700,000 -0- -0-
Executive Officer 1991 700,000 -0- -0-
R. G. Croyle 1993 170,000 100,000 25,000
Executive Vice President 1992 156,000 -0- 25,000
1991 143,333 -0- -0-
D. F. McNease 1993 153,333 100,000 25,000
Senior Vice President 1992 133,333 -0- 25,000
1991 110,000 -0- -0-
E. E. Thiele 1993 145,000 75,000 25,000
Vice President, Finance, Administration 1992 130,000 -0- 25,000
and Treasurer 1991 110,000 -0- -0-
Paul L. Kelly 1993 146,666 50,000 25,000
Vice President, Special Projects 1992 138,333 -0- 25,000
1991 131,667 -0- -0-
</TABLE>
No executive officer received any noncash compensation during fiscal years
1993, 1992 and 1991 having an aggregate incremental cost to the Company in
excess of the lesser of $50,000 or 10% of his or her total annual salary and
bonus as reported in this table.
OPTION GRANTS IN LAST FISCAL YEAR
The table below sets forth information pertinent to stock options granted
under the Company's 1988 Nonqualified Stock Option Plan (the "1988 Plan") to the
Named Executive Officers during 1993:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
-------------------------------------------------------------------- REALIZABLE VALUE
PERCENT MARKET AT ASSUMED ANNUAL
NUMBER OF OF TOTAL PRICE OF RATES OF STOCK
SHARES OPTIONS STOCK ON PRICE APPRECIATION
UNDERLYING GRANTED TO DATE OF EXERCISE OR FOR OPTION TERM
OPTIONS EMPLOYEES IN GRANT(1) BASE PRICE EXPIRATION ------------------------------
NAME GRANTED(#) FISCAL 1993 ($/SHARE) ($/SHARE) DATE(2) 0%(3) 5% 10%
- ----------------- ----------- ------------- --------- ------------ ----------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. R. Palmer..... -0- N/A N/A N/A N/A N/A N/A N/A
R. G. Croyle..... 25,000 3.5% $9.25 $ 1.00 4-23-03 $206,250 $335,960 $534,960
D. F. McNease.... 25,000 3.5% 9.25 1.00 4-23-03 206,250 335,960 534,960
E. E. Thiele..... 25,000 3.5% 9.25 1.00 4-23-03 206,250 335,960 534,960
Paul L. Kelly.... 25,000 3.5% 9.25 1.00 4-23-03 206,250 335,960 534,960
</TABLE>
- ---------------
(1) Last reported sales price of the Common Stock on the New York Stock Exchange
on April 23, 1993, the date of grant.
(2) Options become exercisable in 25% increments over a four-year period with
the options being 100% exercisable four years after the date of grant.
Exercisability may accelerate upon the occurrence of certain corporate
reorganizations, death or disability (as may be set forth in the option
agreement or the plan).
(3) Value represents the difference between the per share market price (see
footnote (1) above) and the per share exercise price on the date of grant
times the number of underlying shares.
8
<PAGE> 11
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
For each of the Named Executive Officers, the information set forth below
reflects for the fiscal year ended December 31, 1993, options under the
Company's 1980 Nonqualified Stock Option Plan (the "1980 Plan") and 1988 Plan
which were exercised and the value realized thereon as well as exercisable and
unexercisable options which were unexercised at year-end 1993 and the realizable
value thereon at such date:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE DECEMBER 31, 1993(#) DECEMBER 31, 1993($)(1)
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C. R. Palmer................. 187,500 $1,335,938 87,500 75,000 $ 700,000 $ 600,000
R. G. Croyle................. 15,000 120,625 -0- 50,000 -0- 400,000
D. F. McNease................ 12,500 92,188 8,750 50,000 77,000 400,000
E. E. Thiele................. 16,250 128,125 -0- 50,000 -0- 400,000
Paul L. Kelly................ 15,000 132,438 -0- 50,000 -0- 400,000
</TABLE>
- ---------------
(1) Represents the difference between $9.00, which was the last reported per
share sales price of the Company's Common Stock on the New York Stock
Exchange on December 31, 1993, and the per share exercise price of $1.00
times the number of underlying shares.
OPTION PLANS
As amended by the stockholders at the Annual Meeting of Stockholders in
April 1992, the 1988 Plan permits the grant to key employees of the Company and
its subsidiaries prior to January 21, 2003 of options to purchase 7,000,000
shares, of which options to purchase 2,625,554 shares (net of cancellations) of
the Company's Common Stock had been granted at an option exercise price per
share of $1.00 as of February 23, 1994. Outstanding options under the 1988 Plan
expire between April 1999 and April 2003. Options granted under the 1988 Plan
were nonqualified options and expire ten years after the date of grant.
The authority of the Board of Directors to grant additional options under
the 1980 Plan expired on January 25, 1990. The 1980 Plan provided for the grant
of options to key employees of the Company and its subsidiaries, and the
exercise prices and terms of options granted under the 1980 Plan were determined
by the Compensation Committee. As of February 23, 1994, options to purchase a
total of 971,500 shares (net of cancellations) of the Company's Common Stock had
been granted under the 1980 Plan at an option price per share of $1.00.
Outstanding options under the 1980 Plan are nonqualified options and, depending
upon the grant, expire either five years or ten years after the date of grant.
Options granted under the 1980 and 1988 Plans become exercisable in 25%
increments over a four-year period with the options being 25% exercisable one
year after the date of grant and 100% exercisable four years after the date of
grant.
CONVERTIBLE DEBENTURE INCENTIVE PLAN
The Rowan Companies, Inc. 1986 Convertible Debenture Incentive Plan (the
"Plan") was approved at the Company's 1986 Annual Meeting of Stockholders. The
Plan provides for the issuance to key employees of the Company and its
subsidiaries of up to $20,000,000 in aggregate principal amount of the Company's
floating rate convertible subordinated debentures (the "Debentures"). The
Debentures are convertible at the conversion price in effect at the time of
conversion into fully paid and nonassessable shares of preferred stock, which
are immediately convertible at the conversion ratio then in effect into fully
paid and nonassessable shares of Common Stock of the Company, at any time after
one year from the date of issuance of the Debentures.
The Plan is administered by the 1986 Debenture Plan Committee of the Board
of Directors (the "Debenture Committee"). The Debenture Committee has the
authority to select key employees of the
9
<PAGE> 12
Company or any subsidiary who may purchase Debentures. The Debenture Committee
also determines with respect to each series of Debentures, the interest rate,
conversion price and other terms and conditions of the Debentures, all
consistent with the provisions of the Plan.
All employees participating in the Plan have borrowed the Debenture
purchase price from an unaffiliated third party. Promissory notes evidencing any
outstanding borrowings bear interest at the same rate as the Debentures and are
secured by a pledge of the Debentures purchased. The Company has guaranteed such
outstanding employee indebtedness secured by a pledge of the Debentures
purchased.
The Company has issued Debentures in two Series, consisting of (a)
$5,125,000 aggregate principal amount of Series I Debentures issued in June
1986, ultimately convertible until June 1996, into 891,304 shares of Common
Stock at $5.75 per share and (b) $4,500,000 aggregate principal amount of the
Series II Debenture issued in September 1987, ultimately convertible until
September 1997 into 500,000 shares of Common Stock at $9.00 per share. The
ultimate conversion price for each issue is the closing price of the Company's
Common Stock on the day prior to the issuance of Debentures. The aggregate
principal amount of Debentures outstanding at February 23, 1994 was $4,050,000.
During 1993, plan participants converted an aggregate principal amount of
debentures of $1,000,000 shown as follows: C. W. Yeargain -- $500,000, R. E.
McWilliams -- $250,000 and R.A. Keller -- $250,000. Messrs. McWilliams and
Keller retired as vice presidents on January 1, 1994 and January 1, 1991,
respectively. No debentures were offered for sale to employees during 1993.
PENSION PLAN
The Company offers to certain eligible employees participation in the
Company's Pension Plan. All salaried and hourly employees (including executive
officers but excluding non-U.S. citizens) of the Company and its subsidiaries
who have completed one year of employment (as defined in the plan) are eligible
to participate in the Pension Plan. Pursuant to the terms of the Pension Plan,
the cost of which is borne by the Company, an eligible employee generally will
receive a pension at age 60 pursuant to a formula which is based upon the
employee's number of years of credited service and his average annual
compensation during the highest five consecutive years of his final ten years of
service. Compensation for this purpose is based on salary, excluding
discretionary bonuses. Because applicable provisions of the Internal Revenue
Code, as amended, currently limit the annual benefits payable to any individual
from the Pension Plan to $118,800, the Pension Plan provides that benefits of a
Plan retiree which are limited by the provisions of the Internal Revenue Code
shall be increased each year that adjustments to such provisions permit a
benefit increase. As of January 31, 1994, the Company had approximately 1,950
employees eligible to participate in the Pension Plan.
The Company also has a Pension Restoration Plan which provides for the
restoration of any retirement income that is lost under the Pension Plan because
of the previously mentioned Internal Revenue Code limitations. The Pension
Restoration Plan is unfunded and benefits thereunder are paid directly by the
Company. To date, the Board of Directors has selected two employees, Messrs. C.
R. Palmer and C. W. Yeargain (now retired), to be participants under the Pension
Restoration Plan.
The following table illustrates, for representative average earnings and
years of credited service, the annual retirement benefit payable to eligible
employees under the Pension Plan and the aggregate Pension Restoration Plan
computed on the basis of a life annuity with 60 payments guaranteed.
10
<PAGE> 13
PENSION PLAN TABLE(1)
<TABLE>
<CAPTION>
YEARS OF SERVICE(2)
--------------------------------------------------------------------------------------------
COMPENSATION(3) 10 15 20 25 30 35 40 45
- ------------ -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 8,750 $ 13,125 $ 17,500 $ 21,875 $ 26,250 $ 30,625 $ 35,000 $ 39,375
75,000 13,125 19,687 26,250 32,812 39,375 45,937 52,500 59,062
100,000 17,500 26,250 35,000 43,750 52,500 61,250 70,000 78,750
150,000 26,250 39,375 52,500 65,625 78,750 91,875 105,000 118,125
200,000 35,000 52,500 70,000 87,500 105,000 122,500 140,000 157,500
300,000 52,500 78,750 105,000 131,250 157,500 183,750 210,000 236,250
400,000 70,000 105,000 140,000 175,000 210,000 245,000 280,000 315,000
500,000 87,500 131,250 175,000 218,750 262,500 306,250 350,000 393,750
600,000 105,000 157,500 210,000 262,500 315,000 367,500 420,000 472,500
700,000 122,500 183,750 245,000 306,250 367,500 428,750 490,000 551,250
800,000 140,000 210,000 280,000 350,000 420,000 490,000 560,000 630,000
900,000 157,500 236,250 315,000 393,750 472,500 551,250 630,000 708,750
</TABLE>
- ---------------
(1) The benefits listed in the table are not subject to reduction for Social
Security benefits or other offset amounts.
(2) As of December 31, 1993, the Named Executive Officers were credited under
either or both the Pension Plan and the Pension Restoration Plan with years
of service as follows: C. R. Palmer -- 33; R. G. Croyle -- 20; D. F.
McNease -- 20; E. E. Thiele -- 24; Paul L. Kelly -- 11.
(3) The annual benefit amount payable to Mr. C. W. Yeargain, who retired as an
executive officer in March 1992 is $155,324. The estimated annual benefit
amount payable upon retirement to Mr. C. R. Palmer is $410,900. The other
Named Executive Officers will basically be entitled to receive the annual
benefits amounts based upon their 1993 salary amount set forth under
"Salary" in the table on page 8 and their credited years of service under
the Pension Plan (see Footnote (2) above). The current salaries for such
officers are as follows -- C. R. Palmer -- $700,000; R. G.
Croyle -- $200,000; D. F. McNease -- $175,000; E. E. Thiele -- $150,000; and
Paul L. Kelly -- $150,000.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
COMPENSATION POLICY FOR EXECUTIVE OFFICERS
Under the supervision of the Compensation Committee (the "Committee") of
the Board of Directors, the Company has developed and implemented compensation
policies and programs that seek to retain and motivate employees of the Company
whose performance contributes to the Company's goal of maximizing stockholder
value in an industry that has, until recently, suffered a prolonged downturn. In
addition, these compensation policies attempt to align the executive officers'
interests with those of the stockholders by providing incentive compensation
related to the value of the Company's Common Stock. Compensation decisions are
made by the Committee after reviewing recommendations prepared by the Company's
Chief Executive Officer, with the assistance of other Company personnel. The
Company has combined salaries with stock option grants and selected cash bonuses
to provide a compensation balance. The balance established by the Committee is
designed to reward past performance, retain key employees and encourage future
performance.
In approving and establishing compensation for an executive officer,
several factors are considered by the Committee. Performance criteria include
individual performance, overall Company performance versus that of its
competitors and performance of the price of the Company's Common Stock in
comparison to prior levels and to the relative stock prices of its competitors.
Since the contract drilling industry has been in a prolonged
11
<PAGE> 14
downturn until recently, overall corporate performance has included factors such
as maintaining equipment and personnel and protecting the strength of the
Company's balance sheet. When evaluating individual performance, particular
emphasis has been placed on the executive officers' success in enabling the
Company to increase its market share, their ability to develop innovative ways
to obtain better returns on the Company's assets and their maintenance of the
Company's ability to respond to upturns in the drilling industry. Emphasis is
placed upon an individual's integrity, loyalty and competence in his areas of
responsibility. When evaluating the foregoing performance criteria in setting
executive compensation, the Committee gives greatest weight to those factors it
believes have or will contribute the most towards maximizing stockholder value
and increasing the Company's financial viability. The factors that contribute
the most towards these goals vary depending on the state of the industry in
which the Company operates.
Based upon the Committee's determination, after reviewing the Chief
Executive Officer's recommendations, all of the executives named above, except
for Mr. Palmer (see "Chief Executive Officer Compensation" below), received a
salary increase in 1993. The Company's executive officers generally met or
exceeded the performance goals established for such officers in connection with
their 1993 compensation. As discussed above, factors considered by the Committee
in setting compensation included each individual's past contributions and
performance, as well as the Company's operating results and the performance of
the Company's stock in comparison to its competitors, management of its assets
and debts and implementing and maintaining effective cost controls.
Additionally, setting salaries which are both externally competitive relative to
the industry and internally equitable when considering performance and
responsibility levels were pursued objectives. Competitor comparisons for
purposes of determining executive officer compensation consisted of a comparison
to the competitors in the Company's peer group described below under
"Stockholder Return Performance Presentation" along with comparison to certain
additional public companies in the energy service industry. Although no specific
target has been established, the Committee generally seeks to set salaries at
the median to high end of the range in comparison to peer group companies.
In addition to regular salary payments to executive officers in 1993, the
Committee determined to make stock option grants to all of the Company's
executive officers (other than Mr. Palmer and Mr. McWilliams) at an exercise
price of $1.00 per share and also determined in December 1993 to grant cash
bonuses to certain of the Company's senior executive officers, which included
Mr. Palmer. The primary basis for these stock option grants and cash bonus
awards was the Company's sharply improved financial results for 1993 along with
the Committee's evaluation of the individual performance of each officer. The
criteria used in evaluating individual performance for purposes of these awards
were the same as the criteria discussed above that are considered when setting
regular compensation. The amount of options previously granted to and held by
executive officers were taken into account when determining the amount of new
option and cash bonus awards.
Although the Committee chose to revise the compensation of the Named
Executive Officers for the fiscal year just ended, it attempts to avoid treating
salaries and stock option grants as entitlements and recommends compensation
revisions only when it believes such changes are warranted.
CHIEF EXECUTIVE OFFICER COMPENSATION
The principal basis for setting Mr. Palmer's salary for 1993 was a
determination reached by the Committee in 1990. This decision was based on the
facts that (i) the Company had survived a severe industry downturn when many of
its competitors had failed, merged or ceased to exist, (ii) the Company had been
able to maintain a relatively strong balance sheet throughout this period of
unprecedented difficulty, enabling it to maintain its employees and equipment at
competitive levels and (iii) the Company had, in consequence, increased its
market share, leaving it well positioned to capitalize on any significant
increase in offshore drilling activity. No specific quantitative measure of the
Company's performance was used for this purpose. Emphasis was also placed on
evaluating the Company's performance versus the performance of the competitors
in the Company's peer group described below under "Stockholder Return
Performance Presentation" as well as certain additional public companies in the
energy service industry. The Committee believed, and believes, that the
Company's relatively strong position in the contract drilling industry has been
in large part attributable to Mr. Palmer's abilities and contributions.
12
<PAGE> 15
Accordingly, the Committee determined in 1990 to grant Mr. Palmer a salary
of $700,000 a year, and granted him restricted stock options relating to 300,000
shares of Common Stock, having a value on the date of grant of $3,825,000, and
vesting in equal annual installments in each of the next four years. Restricted
stock options were used in the compensation package because they (i) did not
require use of the Company's cash and working capital and (ii) tied a
significant portion of Mr. Palmer's compensation closely to the interests of the
Company's stockholders. Based on Mr. Palmer's continuing performance and
contributions, the Committee determined to maintain Mr. Palmer's regular 1993
salary at the level at which it had been since 1990.
As noted above, the Committee did not revise Mr. Palmer's regular salary
level for 1993. In December 1993, the Committee granted Mr. Palmer a cash bonus
of $900,000 in recognition of his outstanding contributions towards returning
the Company to profitability and protecting the Company's financial viability
throughout the prolonged downturn in the contract drilling industry, during
which several of the Company's competitors underwent bankruptcies or
restructurings that destroyed the value of their stockholders' investments. As
part of its determination, the Committee also took into account the fact that no
bonuses or stock options had been granted to Mr. Palmer since 1990. In addition,
the Committee considered the effects of a recent tax law change that removed the
existing $135,000 cap on the Medicare portion of the FICA tax so that the
Company and its employees will collectively pay a 2.9% Medicare tax on all
compensation paid to the Company's employees after 1993. In light of this
change, the Committee determined that payment of a bonus to Mr. Palmer in 1993
would allow a greater benefit to be received by Mr. Palmer at a smaller cost to
the Company than if the bonus were granted at a later time.
The Committee has also discussed and considered a recent amendment to the
tax code that will generally limit the Company's ability to deduct compensation
in excess of $1 million to a particular executive in any year after 1993. The
Committee intends to consider actions that may be taken in the future that could
affect the deductibility of the compensation paid to its executive officers
although, given the current level of the Company's net operating losses and
investment tax credit carryforwards, deductibility of compensation is not an
immediate concern.
This report has been provided by the following members of the Committee:
Charles P. Siess, Jr., Chairman
Ralph E. Bailey
Henry O. Boswell
Wilfred P. Schmoe
The foregoing report of the Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended, or under
the Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such acts.
13
<PAGE> 16
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparison of the yearly percentage change
in the cumulative total stockholder return on the Company's Common Stock, the
cumulative total return of the Standard & Poor's 500 Stock Index and the
cumulative total return of a Company-selected peer group for the period of five
calendar years commencing January 1, 1989 and ending December 31, 1993:
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
ROWAN COMMON STOCK, S&P 500 INDEX &
COMPANY-SELECTED PEER GROUP**
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) ROWAN S&P 500 PEER GROUP**
<S> <C> <C> <C>
1988 100 100 100
1989 196 132 179
1990 196 128 134
1991 101 166 100
1992 137 179 73
1993 156 197 114
</TABLE>
Fiscal Year Ended Decmber 31
Rowan S&P 500 Peer Group**
* Total return assumes reinvestment of dividends.
** Chiles Offshore Corp., Energy Service Company, Inc.,
Global Marine, INc. and Reading & Bates Corp.
CERTAIN TRANSACTIONS
In 1993, the Company paid $2,876,479 in underwriting commissions to an
affiliate of Lehman Brothers Inc., an investment banking firm, for services
rendered by that firm as manager of the Company's 10,000,000 share Common Stock
offering in June 1993 which raised $96,250,000. Mr. H. E. Lentz, a Class I
Director of the Company, is a Managing Director of Lehman Brothers Inc.
Mr. Peter Simonis, a Class III Director of the Company, received in 1993
L1,000 for services as Chairman of the Board of British American Offshore
Limited. In addition, an annual fee of L14,000 was paid in 1993 by British
American Offshore Limited to Kismire Limited, a management consulting company of
which Mr. Simonis is a director. British American is a wholly owned subsidiary
of the Company organized to perform contract drilling services in the U.K.
sector of the North Sea utilizing rigs owned by the Company or others.
In 1993, the Company paid $22,000 in consulting fees to C. W. Yeargain, a
Class II Director who was an Executive Vice President of the Company until his
retirement in March 1991.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche has been selected as principal auditors for
the Company for the year ending December 31, 1994. A representative of Deloitte
& Touche is expected to be present at the Annual Meeting of Stockholders on
April 22, 1994 and will be offered the opportunity to make a statement if he
desires to do so. He will also be available to respond to appropriate questions.
14
<PAGE> 17
STOCKHOLDERS PROPOSALS
Any stockholder who wishes to submit a proposal for presentation at the
1995 Annual Meeting of Stockholders must forward such proposal to the Secretary
of the Company, at the address indicated on the cover page of this proxy
statement, so that the Secretary receives it no later than November 15, 1994.
FORM 10-K
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING
SOLICITED, UPON WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS
AND THE FINANCIAL STATEMENT SCHEDULES THERETO. THE COMPANY WILL FURNISH TO ANY
SUCH PERSON ANY EXHIBIT DESCRIBED IN THE LIST ACCOMPANYING THE FORM 10-K, UPON
THE PAYMENT, IN ADVANCE, OF REASONABLE FEES RELATED TO THE COMPANY'S FURNISHING
SUCH EXHIBIT(S). REQUESTS FOR COPIES OF SUCH REPORT AND/OR EXHIBIT(S) SHOULD BE
DIRECTED TO MR. MARK H. HAY, SECRETARY OF THE COMPANY, AT THE COMPANY'S
PRINCIPAL ADDRESS AS SHOWN ON THE COVER PAGE HEREOF.
OTHER BUSINESS
Management of the Company does not know of any other matters which are to
be presented for action at the meeting. However, if any other matters properly
come before the meeting, it is intended that the enclosed proxy will be voted in
accordance with the discretion of the persons voting the proxy unless otherwise
designated thereon.
BY ORDER OF THE BOARD OF DIRECTORS
C. R. PALMER
Chairman
March 14, 1994
15
<PAGE> 18
[ROWAN COMPANIES, INC. LOGO]
16
<PAGE> 19
PROXY
ROWAN COMPANIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints C. R. Palmer and Mark H. Hay proxies,
each with power to act without the other and with full power of substitution,
and hereby authorizes each of them to represent and vote, as designated below,
all the shares of stock of Rowan Companies, Inc. ("Company") standing in the
name of the undersigned with all powers which the undersigned would possess if
present at the Annual Meeting of Stockholders of the Company to be held April
22, 1994 or any adjournment thereof.
1. ELECTION OF CLASS III DIRECTORS
/ / FOR all nominees listed / / AGAINST all nominees listed / / ABSTAIN
below (except as marked below
to the contrary below)
(INSTRUCTION: To vote against any individual nominee strike a line
through the name in the list below.)
Henry O. Boswell C. R. Palmer Peter Simonis
2. With discretionary authority on any other matter which may properly come
before the meeting.
(Continued, and to be dated and signed, on the other side)
<PAGE> 20
(Continued from other side)
IF A CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED AS INDICATED. IF NO CHOICE
IS SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND IN ACCORDANCE WITH
THE DISCRETIONOF THE PERSON VOTING THE PROXY WITH RESPECT TO ANY OTHER MATTER
NOT KNOWN AT THE TIME OF SOLICITATION OF THIS PROXY THAT MAY PROPERLY COME
BEFORE THE MEETING. ALL PRIOR PROXIES ARE HEREBY REVOKED.
_________________________
SIGNATURE
_________________________
SIGNATURE
Dated_______________,1994
Please complete, date, sign and return this proxy promptly in the enclosed
envelope. Sign exactly as name appears hereon. Executors, administrators,
trustees, etc. should so indicate when signing. If the signature is for a
corporation, please sign full corporate name by authorized officer. If shares
are registered in more than on ename, all holders must sign.
