<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ROWAN COMPANIES, INC.
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(Name of Issuer)
Common Stock, $.125 Par Value
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(Title of Class of Securities)
779382100
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(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 20, 1996
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /x/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 disclosure
provided in a prior cover page.
The information required on 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).
Continued on following page(s)
Page 1 of 12 Pages
Exhibit Index: Page 11
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 779382100 PAGE 2 OF 12 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in his individual capacity, in his
capacity as the sole proprietor of Soros Fund Management
and in his capacity as a general partner of Lupa Family
Partners)
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Source of Funds*
PF, AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 4,460,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,460,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,475,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
5.18%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 12 Pages
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of common stock,
$.125 par value (the "Shares"), of Rowan Companies, Inc. (the "Issuer"). The
address of the principal executive offices of the Issuer is 5450 Transco Tower,
2800 Post Oak Boulevard, Houston, Texas 77056-6196. This statement on Schedule
13D is being filed by the Reporting Person (as defined below) to report a recent
acquisition of Shares as a result of which the Reporting Person may be deemed
the beneficial owner of in excess of 5% of the total number of Shares
outstanding.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of Mr. George Soros (the
"Reporting Person") (i) in his individual capacity, (ii) in his capacity as sole
proprietor of an investment advisory firm conducting business under the name
Soros Fund Management ("SFM") and (iii) in his capacity as a general partner of
Lupa Family Partners ("Lupa"). This statement on Schedule 13D relates to Shares
acquired for each of the accounts of the Reporting Person, Lupa, Quantum
Partners LDC, a Cayman Islands exempted limited duration company ("Quantum
Partners"), and Quasar International Partners C.V., a Netherlands Antilles
limited partnership ("Quasar Partners"), the latter two of which have granted
investment discretion to SFM pursuant to an investment advisory contract.
Lupa is a New York limited partnership which is primarily engaged in
securities investment. In his capacity as one of two general partners, the
Reporting Person exercises voting and dispositive power with respect to
securities held for the account of Lupa. The other general partner of Lupa is
Mr. Paul Soros, the Reporting Person's brother, who does not normally exercise
dispositive or voting power over the investments held by Lupa. Paul Soros is a
United States citizen who is the founder and former president of Soros
Associates, an international engineering firm. Paul Soros has his principal
office at 888 Seventh Avenue, New York, New York 10106.
SFM is a sole proprietorship of which the Reporting Person is the
sole proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor,
New York, New York 10106. Its sole business is to serve, pursuant to contract,
as the principal investment manager to several foreign investment companies,
including Quantum Partners and Quasar Partners. Quantum Partners has its
principal office at Kaya Flamboyan 9, Curacao, Netherlands Antilles. Quasar
Partners has its principal office at Kaya Flamboyan 9, Curacao, Netherlands
Antilles. SFM's contracts (the "SFM Contracts") with each of Quantum Partners
and Quasar Partners provide that SFM is responsible for designing and
implementing Quantum Partners' and Quasar Partners' overall investment strategy;
for conducting direct portfolio management strategies to the extent that SFM
determines that it is appropriate to utilize its own portfolio management
capabilities; for selecting, evaluating and monitoring other investment advisors
who manage separate portfolios on behalf of Quantum Partners and Quasar
Partners; and for allocating and reallocating Quantum Partners' and Quasar
Partners' assets among the outside managers and itself. In connection therewith,
Quasar Partners granted investment discretion to Furman Selz LLC, a Delaware
limited liablity company ("Furman Selz"), pursuant to an investment advisory
contract between Quasar Partners and Furman Selz (the "Furman Selz Contract").
The Shares currently held for the account of Quasar Partners were acquired at
the direction of Furman Selz, and none of the Reporting Person, SFM or Quasar
Partners currently exercises voting or investment discretion over the Shares
held for the account of Quasar Partners.
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Page 4 of 12 Pages
Furman Selz is an investment adviser whose principal business
address is 230 Park Avenue, 33rd Floor, New York, New York 10169.
The principal occupation of the Reporting Person, a United States
citizen, is his direction of the activities of SFM, which is carried out in his
capacity as the sole proprietor of SFM at SFM's principal office. Information
concerning the identity and background of the Managing Directors of SFM is set
forth in Annex A hereto and incorporated by reference in response to this Item
2.
Pursuant to regulations promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), (i) the Reporting
Person, by reason of his position as a general partner of Lupa, may be deemed
the beneficial owner of securities, including the Shares, held by Lupa, (ii) the
Reporting Person (as the sole proprietor and the person ultimately in control of
SFM) may be deemed a beneficial owner of securities, including the Shares, held
for the account of Quantum Partners as a result of the contractual authority of
SFM to exercise investment discretion with respect to such securities, and (iii)
as a consequence of SFM's ability to terminate the Furman Selz Contract with
respect to all investments, including the Shares, within 60 days and acquire the
voting and dispositive power currently held by Furman Selz with respect to the
Shares, notwithstanding that none of the Reporting Person, SFM or Quasar
Partners currently exercises voting or investment discretion over the Shares
held for the account of Quasar Partners, the Reporting Person (as the sole
proprietor and the person ultimately in control of SFM) may be deemed to be the
beneficial owner of the securities, including the Shares, held for the account
of Quasar Partners.
During the past five years, none of the Reporting Person, Lupa,
Quantum Partners, Quasar Partners and, to the best of the Reporting Person's
knowledge, any other person identified in response to this Item 2 has been (a)
convicted in a criminal proceeding, or (b) a party to any civil proceeding as a
result of which he has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person expended $2,597,869 of his personal funds to
purchase the Shares which are reported herein as having been purchased for his
account over the last 60 days. Lupa expended $2,597,869 of its working capital
to purchase the Shares which are reported herein as having been purchased for
its account over the last 60 days. Quantum Partners expended $27,654,462 of its
working capital to purchase the Shares which are reported herein as having been
purchased for its account over the last 60 days. Quasar Partners expended
$244,141 of its working capital to purchase the Shares which are reported herein
as having been purchased for its account over the last 60 days.
The Shares held for the accounts of the Reporting Person, Lupa,
Quantum Partners and Quasar Partners may be held through margin accounts
maintained with brokers, which extend margin credit as and when required to open
or carry positions in its margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firm's credit policies. The positions
held in the margin accounts, including the Shares, are pledged as collateral
security for the repayment of debit balances in the respective accounts.
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Page 5 of 12 Pages
ITEM 4. PURPOSE OF TRANSACTION.
All of the Shares reported herein as having been acquired for the
accounts of the Reporting Person, Lupa, Quantum Partners and Quasar Partners
were acquired for investment purposes. Neither the Reporting Person, nor, to the
best of his knowledge, any of the other individuals identified in response to
Item 2, has any plans or proposals which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D. The Reporting Person reserves the right to acquire additional securities of
the Issuer, to dispose of such securities at any time or to formulate other
purposes, plans or proposals regarding the Issuer or any of its securities, to
the extent deemed advisable in light of general investment and trading policies,
market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares of which the Reporting
Person may be deemed a beneficial owner is 4,475,500 (approximately 5.18% of the
total number of Shares outstanding). This number consists of (i) 345,000 Shares
held directly by the Reporting Person, (ii) 345,000 Shares held by Lupa, (iii)
3,770,000 Shares held by Quantum Partners and (iv) 15,500 Shares held by Quasar
Partners.
(b) (i) The Reporting Person holds the sole power
to direct the voting and disposition of the 345,000 Shares he holds personally.
(ii) By virtue of his position as a general
partner of Lupa, the Reporting Person may be deemed to have sole power to direct
the voting and disposition of the 345,000 Shares held for the account of Lupa.
(iii) Pursuant to the terms of the SFM contract,
the Reporting Person may be deemed to have sole power to direct the voting and
disposition of the 3,770,000 Shares held for the account of Quantum Partners.
(iv) The power to direct the disposition and
voting of the Shares held by Quasar Partners is currently vested in Furman Selz
pursuant to the Furman Selz Contract. SFM has the contractual authority on
behalf of Quasar Partners to terminate the investment advisory contract between
Furman Selz and Quasar Partners within 60 days and, as a result, the Reporting
Person may be deemed to have the ability to acquire the voting and dispositive
power with respect to the 15,500 Shares held for the account of Quasar
Partners.
(c) Except for the transactions listed in Annex B hereto,
there have been no transactions with respect to the Shares since March 30, 1996
(60 days prior to the date hereof) effected for any of the accounts of the
Reporting Person, Lupa, Quantum Partners or Quasar Partners.
(d) (i) The partners of Lupa have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities, including the Shares, held by Lupa in accordance with their
ownership interests in Lupa.
(ii) The shareholders of Quantum Partners have
the right to participate in the receipt of dividends from, or proceeds from the
sale of, securities, including the Shares, held by Quantum Partners in
accordance with their ownership interests in Quantum Partners.
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Page 6 of 12 Pages
(iii) The partners of Quasar Partners have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, Shares held by Quasar Partners in accordance with their ownership interests
in Quasar Partners.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person does not have any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
From time to time, the Reporting Person, Lupa, Quantum Partners and/or Quasar
Partners may lend portfolio securities to brokers, banks or other financial
institutions. These loans typically obligate the borrower to return the
securities, or an equal amount of securities of the same class to the lender and
typically provide that the borrower is entitled to exercise voting rights and to
retain dividends during the term of the loan.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power of Attorney dated April 16, 1996 granted by
Mr. George Soros in favor of Mr. Sean Warren.
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Page 7 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: May 29, 1996 GEORGE SOROS
By: /s/ Sean C. Warren
---------------------------------
Sean C. Warren
Attorney-in-Fact
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Page 8 of 12 Pages
ANNEX A
The following is a list of all of the persons who serve as Managing
Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley F. Druckenmiller
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106.
During the past five years, none of the above-listed persons has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any such persons has been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violations with
respect to such laws.
<PAGE> 9
Page 9 of 12 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
ROWAN COMPANIES, INC.
<TABLE>
<CAPTION>
NATURE OF NUMBER PRICE
FOR THE ACCOUNT OF DATE OF TRANSACTION TRANSACTION OF SHARES PER SHARE
- ------------------ ------------------- ----------- --------- ---------
<S> <C> <C> <C> <C>
George Soros 05/09/96 Purchase 16,750 13.685
05/09/96 Purchase 6,700 13.810
05/09/96 Purchase 325 13.645
05/10/96 Purchase 23,400 14.288
05/13/96 Purchase 5,025 14.560
05/13/96 Purchase 26,800 14.643
05/13/96 Purchase 3,400 14.560
05/14/96 Purchase 13,400 14.800
05/14/96 Purchase 6,700 15.060
05/15/96 Purchase 3,400 14.997
05/15/96 Purchase 1,700 14.960
05/16/96 Purchase 700 14.810
05/16/96 Purchase 2,700 14.879
05/16/96 Purchase 13,100 14.991
05/17/96 Purchase 10,100 14.768
05/17/96 Purchase 1,600 14.485
05/20/96 Purchase 3,400 14.185
05/20/96 Purchase 3,000 15.099
05/20/96 Purchase 35,000 15.252
Lupa 05/09/96 Purchase 16,750 13.685
05/09/96 Purchase 6,700 13.810
05/09/96 Purchase 325 13.645
05/10/96 Purchase 23,400 14.288
05/13/96 Purchase 5,025 14.560
05/13/96 Purchase 26,800 14.643
05/13/96 Purchase 3,400 14.560
05/14/96 Purchase 13,400 14.800
05/14/96 Purchase 6,700 15.060
05/15/96 Purchase 3,400 14.997
05/15/96 Purchase 1,700 14.960
05/16/96 Purchase 700 14.810
05/16/96 Purchase 2,700 14.879
05/16/96 Purchase 13,100 14.991
05/17/96 Purchase 10,100 14.768
05/17/96 Purchase 1,600 14.485
05/20/96 Purchase 3,400 14.185
</TABLE>
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Page 10 of 12 Pages
<TABLE>
<CAPTION>
NATURE OF NUMBER PRICE
FOR THE ACCOUNT OF DATE OF TRANSACTION TRANSACTION OF SHARES PER SHARE
- ------------------ ------------------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Lupa (cont.) 05/20/96 Purchase 3,000 15.099
05/20/96 Purchase 35,000 15.252
Quantum Partners 05/09/96 Purchase 179,000 13.685
05/09/96 Purchase 71,600 13.810
05/09/96 Purchase 3,600 13.645
05/10/96 Purchase 249,900 14.288
05/13/96 Purchase 286,400 14.643
05/13/96 Purchase 35,700 14.560
05/13/96 Purchase 55,000 14.560
05/14/96 Purchase 143,200 14.800
05/14/96 Purchase 71,600 15.060
05/15/96 Purchase 35,700 14.997
05/15/96 Purchase 88,200 14.960
05/16/96 Purchase 7,100 14.810
05/16/96 Purchase 28,600 14.879
05/16/96 Purchase 140,400 14.991
05/17/96 Purchase 108,200 14.768
05/17/96 Purchase 17,100 14.485
05/20/96 Purchase 35,700 14.185
05/20/96 Purchase 31,500 15.099
05/20/96 Purchase 299,400 15.252
Quasar Partners 05/20/96 Purchase 10,500 15.692
05/22/96 Purchase 5,000 15.875
</TABLE>
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Page 11 of 12 Pages
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
A Power of Attorney dated April 16, 1996 granted by
Mr. George Soros in favor of Mr. Sean Warren 12
</TABLE>
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Page 12 of 12 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of
executing in my name, in my personal capacity or in my capacity as sole
proprietor of Soros Fund Management all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities or other investments, and any other documents relating or ancillary
thereto, including but not limited to, all documents relating to filings with
the United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including: (1) all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without
limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and
any amendments thereto, (b) any joint filing agreements pursuant to Rule
13d-1(f) and (c) any initial statements of, or statements of changes in,
beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 16th day of April,
1996.
/s/ George Soros
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GEORGE SOROS
