UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ROWAN COMPANIES, INC.
-----------------------------
(Name of Issuer)
Common Stock, $.125 Par Value
-------------------------------------
(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
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 12, 1996
------------------------------
(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 [_] . (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 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 779382100 Page 2 of 6 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [_]
3 SEC Use Only
4 Source of Funds*
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 6,784,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 6,784,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,784,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
7.93%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, $.125 par value (the "Shares"), of Rowan Companies, Inc. (the "Issuer").
This Amendment No. 2 supplementally amends the initial statement on Schedule 13D
dated May 29, 1996 and Amendment No. 1 thereto dated August 15, 1996
(collectively the "Initial Statement"). This Amendment No. 2 is being filed by
the Reporting Person (as defined below) to report the recent acquisition of
Shares for the account of Quantum Partners LDC, a Cayman Islands exempted
limited duration company ("Quantum Partners"), as a result of which the
percentage of the class of Shares of which the Reporting Person may be deemed to
be the beneficial owner has increased by more than one percent. Capitalized
terms used herein and not otherwise defined herein shall have the meanings given
to them in the Initial Statement. The Initial Statement is amended as set forth
herein.
Item 3. Source and Amount of Funds or Other Consideration.
Quantum Partners expended approximately $29,858,732 of its
working capital to purchase the Shares which are reported herein as having been
purchased for its account during the last 60 days.
The Shares held for the accounts of the Reporting Person, Lupa
and Quantum 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.
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 6,784,000 (approximately 7.93% of the total
number of Shares outstanding). This number consists of (i) 345,000 Shares held
for the personal account of the Reporting Person, (ii) 345,000 Shares held for
the account of Lupa and (iii) 6,094,000 Shares held for the account of Quantum
Partners.
Mr. Stanley Druckenmiller, a Managing Director of SFM, owns a
majority interest in Duquesne Capital Management, L.L.C. ("Duquesne"), a
registered investment adviser. Accounts of investment advisory clients over
which Duquesne exercises investment discretion (the "Duquesne Clients") hold
1,012,000 Shares (approximately 1.18% of the total number of Shares
outstanding). By reason of his position with Duquesne, Mr. Druckenmiller may be
deemed to be the beneficial owner, for purposes of Rule 13d-3 under the Act, of
all such Shares held by the Duquesne Clients.
The Reporting Person expressly disclaims beneficial ownership of
any Shares not held directly for the accounts of the Reporting Person, Lupa or
Quantum Partners.
(b) (i) The Reporting Person holds the sole power to direct the vot-
ing and disposition of the 345,000 Shares held for his account.
(ii) By virtue of his position as a general partner of Lupa and
the fact that Paul Soros, the other general partner of Lupa, does not normally
exercise voting and dispositive power over the investments held for the account
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.
<PAGE>
Page 4 of 6 Pages
(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 6,094,000 Shares held for the account of Quantum Partners.
(c) Except for the transactions listed in Annex B hereto, which
were effected at the direction of SFM and were executed in routine brokerage
transactions on the New York Stock Exchange, there have been no transactions
with respect to the Shares since October 20, 1996 (60 days prior to the date
hereof) effected for any of the accounts of the Reporting Person, Lupa or
Quantum 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 partnership
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.
(e) Not applicable.
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 C. Warren (filed as Exhibit A to the Initial
Statement and incorporated herein by reference).
<PAGE>
Page 5 of 6 Pages
<TABLE>
<CAPTION>
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
ROWAN COMPANIES, INC.
Nature of Number
For the Account of Date of Transaction Transaction of Shares Price Per Share
- ------------------ ------------------- ----------- --------- ---------------
<S> <C> <C> <C> <C>
Quantum Partners LDC 11/04/96 Purchase 15,000 $ 20.436
11/04/96 Purchase 175,000 20.417
11/05/95 Purchase 35,000 20.341
11/05/96 Purchase 125,000 20.335
11/06/96 Purchase 10,000 20.488
11/08/96 Purchase 25,000 20.520
12/11/96 Purchase 115,000 20.604
12/11/96 Purchase 180,000 20.841
12/11/96 Purchase 104,000 20.926
12/12/96 Purchase 23,700 21.474
12/12/96 Purchase 217,800 21.717
12/12/96 Purchase 40,000 22.050
12/12/96 Purchase 22,500 21.685
12/12/96 Purchase 21,600 21.405
12/13/96 Purchase 134,100 21.032
12/13/96 Purchase 45,000 21.185
12/13/96 Purchase 135,000 21.226
</TABLE>
<PAGE>
Page 6 of 6 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: December 19, 1996 GEORGE SOROS
By: /S/ SEAN C. WARREN
-------------------------
Sean C. Warren
Attorney-in-Fact
