SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-A/A
AMENDMENT TO
AMENDMENT NO. 3 TO FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
_____________________________
Rowan Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-0759420
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
5450 Transco Tower
2800 Post Oak Boulevard
Houston, Texas 77056-6196
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<C> <S>
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the
Act: None
<PAGE> 2
Item 1. Description of Registrant' Securities to be Registered
On February 25, 1992, the Board of Directors of the Company
declared a distribution of one Preferred Stock Purchase Right
("Right") for each outstanding share of Common Stock to
stockholders of record at the close of business on March 11,
1992, and for each share of Common Stock issued (including
shares distributed from treasury) by the Company thereafter and
prior to the Distribution Date (as defined below). Each Right
entitles the registered holder, subject to the terms of the
rights agreement relating to the Rights, to purchase from the
Company one-hundredth of a share (a "Unit") of Series A Junior
Preferred Stock, par value $1.00 per share (the "Junior
Preferred Stock"), at a purchase price of $30.00 per Unit,
subject to adjustment (the "Purchase Price"). The Purchase
Price is payable in cash or by certified or bank check or money
order payable to the order of the Company. The description and
terms of the Rights are set forth in a Rights Agreement, dated
as of February 25, 1992 (the "Rights Agreement"), between the
Company and Citibank, N.A., as Rights Agent (the "Rights
Agent"), which was amended by the First Amendment to Rights
Agreement, dated as of September 19, 1994 (the "First
Amendment"), and the Second Amendment to Rights Agreement, dated
as of September 26, 1994 (the "Second Amendment").
Initially, the Rights will attach to all certificates
representing shares of outstanding Common Stock, and no separate
Rights certificates will be distributed. The Rights will
separate from the Common Stock and the date of distribution of
the certificates evidencing the Rights (the "Distribution Date")
will occur upon the earlier of (i) 10 days following the earlier
of (x) the first date of a public announcement and (y) the first
date on which the Company has actual knowledge of a filing of a
report pursuant to Section 13(d) or 13(f) of the Securities
Exchange Act of 1934, as amended, (the date of such announcement
or knowledge of a filing being the "Stock Acquisition Date"),
reflecting that a person or group of affiliated or associated
persons (other than the Company, any subsidiary of the Company
or any employee benefit plan of the Company or such subsidiary)
(an "Acquiring Person") has acquired, obtained the right to
acquire, or otherwise obtained beneficial ownership of 15% or
more of the then outstanding shares of Common Stock, or (ii) 10
days following the commencement of, or first public announcement
of the intention to commence, a tender offer or exchange offer
that would result in a person or group beneficially owning 30%
or more of the then outstanding shares of Common Stock. Until
the Distribution Date, (i) the Rights will be evidenced by
Common Stock certificates and will be transferred with and only
with such Common Stock certificates, (ii) new Common Stock
certificates issued after March 11, 1992 (also including shares
distributed from treasury) will contain a notation incorporating
the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates representing outstanding Common
Stock will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
<PAGE> 3
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on February 25, 2002
unless earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights
certificates will be mailed to holders of record of Common Stock
as of the close of business on the Distribution Date and,
thereafter, the separate Rights Certificates alone will
represent the Rights.
In the event that (i) the Company is the surviving
corporation in a merger with an Acquiring Person and shares of
Common Stock shall remain outstanding, (ii) a person becomes the
beneficial owner of 15% or more of the then outstanding shares
of Common Stock, (iii) an AcquiringPerson engages in one or more
"self-dealing" transactions as set forth in the Rights
Agreement, or (iv) during such time as there is an Acquiring
Person, an event occurs which results in such Acquiring Person'
ownership interest being increased by more than 1% (e.g., by
means of a reverse stock split or recapitalization), then, in
each such case, each holder of a Right will thereafter have the
right to receive, upon exercise, Units of Junior Preferred Stock
(or, in certain circumstances, Common Stock, cash, property or
other securities of the Company) having a value equal to two
times the exercise price of the Right. The exercise price is
the Purchase Price multiplied by the number of Units of Junior
Preferred Stock issuable upon exercise of a Right prior to the
events described in this paragraph. Notwithstanding any of the
foregoing, following the occurrence of any of the events set
forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were,
beneficially owned by an Acquiring Person will be null and void.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction and the Company is not
the surviving corporation (other than a merger described in the
preceding paragraph), (ii) any Person consolidates or merges
with the Company and all or part of the Common Stock is
converted or exchanged for securities, cash or property of any
other person or (iii) 50% or more of the Company' assets or
earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as described
above) shall thereafter have the right to receive, upon
exercise, common stock of the Acquiring Person having a value
equal to two times the exercise price of the Right.
<PAGE> 4
The Purchase Price payable, and the number of Units of
Junior Preferred Stock issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i)
in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Junior Preferred Stock,
(ii) if holders of the Junior Preferred Stock are granted
certain rights or warrants to subscribe for Junior Preferred
Stock or convertible securities at less than the current market
price of the Junior Preferred Stock, or (iii) upon the
distribution to the holders of the Junior Preferred Stock of
evidences of indebtedness or assets (excluding regular quarterly
cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. The Company is not required to
issue fractional Units. In lieu thereof, an adjustment in cash
may be made based on the market price of the Junior Preferred
Stock prior to the date of exercise.
At any time until ten days following the Stock Acquisition
Date, a majority of the Continuing Directors (as defined in the
Rights Agreement) may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"),
payable, at the election of such majority of Continuing
Directors, in cash or shares of Common Stock. Immediately upon
the action of a majority of the Continuing Directors ordering
the redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the
Redemption Price.
The Rights may have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning the offer
on the Rights being redeemed or a substantial number of Rights
being acquired. However, the Rights should not interfere with a
merger or other business combination approved by the Company,
because, as described above, the Rights are redeemable under
certain circumstances.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
<PAGE> 5
Any of the provisions of the Rights Agreement may be
amended at any time prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be
amended in order to cure any ambiguity, defect or inconsistency,
to make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring
Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust
the time period governing redemption shall be made at such time
as the Rights are not redeemable.
The Units of Junior Preferred Stock that may be acquired
upon exercise of the Rights will be nonredeemable and
subordinate to any other shares of preferred stock that may be
issued by the Company.
Each Unit of Junior Preferred Stock will have a minimum
preferential quarterly dividend rate of $0.01 per Unit but will,
in any event, be entitled to a dividend equal to the per share
dividend declared on the Common Stock.
In the event of liquidation, the holder of a Unit of Junior
Preferred Stock will receive a preferred liquidation payment
equal to the greater of $.01 per Unit or the per share amount
paid in respect of a share of Common Stock.
Each Unit of Junior Preferred Stock will have one vote,
voting together with the Common Stock. The holders of Units of
Junior Preferred Stock voting as a separate class, shall be
entitled to elect two directors if dividends on the Junior
Preferred Stock are in arrears for six fiscal quarters.
In the event of any merger, consolidation or other
transaction in which shares of Company Common Stock are
exchanged, each Unit of Junior Preferred Stock will be entitled
to receive the per share amount paid in respect of each share of
Common Stock.
The rights of holders of the Junior Preferred Stock to
dividends, liquidation and voting, and in the event of mergers
and consolidations, are protected by customary antidilution
provisions.
Because of the nature of the Junior Preferred Stock's
dividend, liquidation and voting rights, the economic value of
one Unit of Junior Preferred Stock that may be acquired upon the
exercise of each Right should approximate the economic value of
one share of Common Stock.
The Rights Agreement (including the forms of the Right
Certificate, Summary of Rights and Certificate of Designation
for the Junior Preferred Stock attached are Exhibits A, B and C
thereto, respectively), the First Amendment and the Second
Amendment, setting forth the terms of the Rights and the Junior
Preferred Stock, are filed as exhibits hereto and are
incorporated herein by reference. The foregoing description of
the Rights does not purport to be complete and is qualified in
its entirety by reference to such exhibits.
<PAGE> 6
Item 2. Exhibits
1. Rights Agreement, dated as of February 25,
1992, between the Company and Citibank, N.A., as Rights Agent.
(Incorporated by reference to Exhibit 1 to the Company' Form 8-
A, dated March 2, 1992).
2. First Amendment, dated as of September 19,
1994, to Rights Agreement, dated as of February 25, 1992,
between the Company and Citibank, N.A., as Rights Agent.
3. Second Amendment, dated as of September 26,
1994, to Rights Agreement, dated as of February 25, 1992,
between the Company and Citibank, N.A., as Rights Agent.
<PAGE> 7
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
ROWAN COMPANIES, INC.
Dated: September 26, 1994 By:
---------------------
Name: E.E. Thiele
Title: Vice President,
Administration,
Finance and
Treasurer
<PAGE> 8
INDEX TO EXHIBITS
Exhibit No. Description Page
1 Rights Agreement, dated as of
February 25, 1992, between the
Company and Citibank, N.A., as
Rights Agent. (Incorporated by
reference to Exhibit 1 to the
Company' Form 8-A, dated March 2,
1992).
2 First Amendment, dated as of
September 19, 1994, to Rights
Agreement, dated as of February 25,
1992, between the Company and
Citibank, N.A., as Rights Agent
3 Second Amendment, dated as of
September 26, 1994, to Rights
Agreement, dated as of February 25,
1992, between the Company and
Citibank, N.A., as Rights Agent
Exhibit 2
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of
September 19, 1994 (the "Amendment"), between Rowan Companies,
Inc., a Delaware corporation (the "Company"), and Citibank,
N.A., a national banking association (the "Rights Agent").
WHEREAS, on September 9, 1994, The Equitable Companies
Incorporated filed a Schedule 13-G with the Securities &
Exchange Commission reflecting beneficial ownership of 17.5% of
the Company's common stock;
WHEREAS, the Company believes that Equitable's
intentions are not hostile and desires additional time to
resolve this matter; and
WHEREAS, the Rights Agreement may be amended by the
Company and the Rights Agent any time prior to the "Distribution
Date" as set forth in Section 26 of the Rights Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Section 1(cc) of the Rights Agreement (the
"Rights Agreement"), dated as of February 25, 1992 between the
Company and the Rights Agent shall be amended to read as
follows:
1(cc) "Stock Acquisition Date" shall
mean the first date of public
announcement (including, without
limitation, the filing of any report
pursuant to Section 13(d) of the
Exchange Act) by the Company or an
Acquiring Person that an Acquiring
Person has become such, provided that,
in the case of the public announcement
by The Equitable Companies Incorporated
on Schedule 13-G filed with the Securities
& Exchange Commission on September 9, 1994,
the Stock Acquisition Date shall be deemed
to be September 19, 1994.
Section 2. All other terms, provisions and conditions of
the Rights Agreement shall remain in full force and effect,
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed on September 19, 1994.
ROWAN COMPANIES, INC.
By: /s/ C. R. Palmer
---------------------------
Name: C. R. Palmer
Title: Chairman, President and
CEO
CITIBANK, N.A.
By: /s/ John J. Byrnes
---------------------------
Name: John J. Byrnes
Title: Vice President
Exhibit 3
SECOND AMENDMENT
TO
RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of
September 26, 1994 (the "Amendment"), between Rowan Companies,
Inc., a Delaware corporation (the "Company"), and Citibank,
N.A., a national banking association, as Rights Agent (the
"Rights Agent").
WHEREAS the Company and the Rights Agent have
previously entered into a Rights Agreement, dated as of February
25, 1992 (the "Rights Agreement");
WHEREAS, on September 9, 1994, The Equitable Companies
Incorporated ("Equitable") filed a Schedule 13-G with the
Securities and Exchange Commission (the "SEC") reflecting
beneficial ownership of 17.3% of the Company's common stock,
$.125 par value (the "Company Common Stock");
WHEREAS, pursuant to the First Amendment to Rights
Agreement, dated as of September 19, 1994, Section 1(cc) of the
Rights Agreement was amended to provide that in the case of the
public announcement by Equitable on Schedule 13G filed with the
SEC on September 9, 1994, the Stock Acquisition Date (as defined
in the Rights Agreement) shall be deemed to be September 19,
1994;
WHEREAS, Section 26 of the Rights Agreement provides
that prior to the Distribution Date (as defined therein) and
subject to certain exceptions, the Company and the Rights Agent
shall, if the Company so directs, supplement or amend any
provision of the Rights Agreement without the approval of any
holders of certificates representing shares of Company Common
Stock;
WHEREAS, the date of this Amendment is prior to the
Distribution Date; and
WHEREAS, the Board of Directors of the Company has
directed that the Company and the Rights Agent amend the Rights
Agreement pursuant to this Amendment.
NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the adequacy and receipt
of which are hereby acknowledged, the parties hereby agree as
follows:
Section 1. Section 1(cc) of the Rights Agreement shall be
amended and restated in its entirety to read as follows:
1(cc) "Stock Acquisition Date" shall
mean the earlier of (i) the first date
of public announcement by the Company
or an Acquiring Person that an Acquiring
Person has become such and (ii) the first
date on which the Company has actual
knowledge of a filing with the Securities
and Exchange Commission of a report
pursuant to Section 13(d) or 13(f) of
the Exchange Act (which shall include,
without limitation, reports on Schedule
13D, Schedule 13G and Form 13F) by an
Acquiring Person reflecting that an
Acquiring Person has become such.
<PAGE> 2
Section 2. Neither Equitable nor any of its Affiliates or
Associates (each as defined in the Rights Agreement) shall be
considered an "Acquiring Person" for purposes of the Rights
Agreement solely by virtue of it being the
Beneficial Owner of shares in excess of 15% but less than 20% of
the Company Common Stock then outstanding during the period
beginning on September 9, 1994 and ending on the earlier of (i)
the date of receipt by the Company of written verification from
Equitable that Equitable and its Affiliates and Associates
beneficially own less than 15% of the shares of Company Common
Stock then outstanding and (ii) January 31, 1995 (the earlier of
such dates being referred to herein as the "Waiver Termination
Date"); provided, that Equitable and its Affiliates and
Associates shall be considered an "Acquiring Person" in
accordance with Section 1(a) of the Rights Agreement if at any
time subsequent to the Waiver Termination Date any of such
persons shall be or become the Beneficial Owner of 15% or more
of the shares of the Company Common Stock then outstanding.
Section 3. Except as amended by this Amendment, the
Rights Agreement shall remain in full force and effect.
Section 4. This Amendment may be executed in any number
of counterparts, and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date and year first
above written.
ATTEST: ROWAN COMPANIES, INC.
By: /s/ Mark H. Hay By: /s/ E. E. Thiele
------------------ --------------------------
Name: Mark H. Hay Name: E. E. Thiele
Title: Secretary Title: Senior Vice President
ATTEST: CITIBANK, N.A.
By: By: /s/ John J. Byrnes
------------------ --------------------------
Name: ---------------- Name: John J. Byrnes
Title: --------------- Title: Vice President
