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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
ROWAN COMPANIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following item of its
Form 10-Q for the quarter ended March 31, 1996 as set forth in the page
attached hereto:
PART II. OTHER INFORMATION - Item 4. Submission of Matters to a Vote of
Security Holders
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
ROWAN COMPANIES, INC.
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(Registrant)
By /s/ E. E. THIELE
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E. E. Thiele
Senior Vice President-Finance,
Administration and Treasurer
Date: June 11, 1996
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The proxy tabulation furnished to the Company and certified by the
Company's transfer agent and registrar at the April 26, 1996 Annual Stockholders
Meeting was incorrect. The Company was notified of the error subsequent to the
Annual Meeting and the filing of the Company's Form 10-Q for the quarterly
period ended March 31, 1996. Therefore, the Company is restating Item 4.
Submission of Matters to a Vote of Security Holders of PART II. OTHER
INFORMATION to reflect the corrected voting results.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders on April 26, 1996, stockholders
elected the three nominees for Class II Director as set forth in the
Company's Proxy Statement relating to the Meeting. With respect to
such election, proxies were solicited pursuant to Regulation 14 under
the Securities Exchange Act of 1934 and there was no solicitation in
opposition to such nominees. The following numbers of votes were cast
as to the Class II Director nominees: Ralph E. Bailey, 71,799,778 votes
for and 4,786,402 votes against; Honorable Colin B. Moynihan,
71,500,160 votes for and 5,086,020 votes against; and C. W. Yeargain,
71,794,709 votes for and 4,791,471 votes against.
Also at the Meeting, stockholders approved, for consideration by the
Board of Directors, the following proposals, as set forth in the
Company's Proxy Statement relating to the Meeting:
The proposal pertinent to declassifying the Company's Board of
Directors received 50,566,521 votes in the affirmative, or
59.5% of the 85,017,535 shares of record. Shares voted against
the proposal aggregated 24,529,788, including 7,213,346 of
non-votes. Shares abstaining from voting totaled 1,489,871.
The proposal pertinent to matters associated with the
Company's Stockholders Rights Agreement received 56,405,224
votes in the affirmative, or 66.3% of the 85,017,535
shares of record. Shares voted against the proposal
aggregated 19,931,278, including 7,213,346 of non-votes.
Shares abstaining from voting totaled 249,678.
