As filed with the Securities and Exchange Commission on April 11, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROWAN COMPANIES, INC
(Exact name of registrant as specified in its charter)
Delaware 75-0759420
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5450 Transco Tower
2800 Post Oak Boulevard
Houston, Texas 77056-6196
(Address, including zip code, of Principal Executive Offices)
ROWAN COMPANIES, INC.
SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
C. R. Palmer
5450 Transco Tower
2800 Post Oak Boulevard
Houston, Texas 77056-6196
(713) 621-7800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
to participants in the Rowan Companies, Inc. Savings and Investment Plan will be
effected pursuant to purchases in the open market.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
to be Offering Price Offering Registration
Title of Securities to be Registered registered (1) Per Share (2) Price (2) Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.125 Par Value Per Share(3) 250,000 Shares $21.25 $5,312,500 $1609.85
=====================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement includes
an indeterminate number of additional shares of Common Stock, par
value $.125 per share, of the Registrant as may be issuable as a
result of anti-dilution of, and such indeterminate amount of interests
to be offered or sold pursuant to, the employee benefit plan described
herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act,
based upon the average of the high and low prices of the Registrant's
Common Stock on the New York Stock Exchange on April 10, 1997 as
reported in the Wall Street Journal on April 11, 1997.
(3) Each share of Common Stock includes one Preferred Stock Purchase
Right.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference hereto pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Rowan Companies, Inc. (the "Company") hereby incorporates into this
Prospectus by reference the following documents filed with the Commission (File
No. 1-5491) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"): (i) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (the "Form 10-K"); (ii) the description of the
Company's common stock, $.125 par value (the "Common Stock"), contained in the
Company's Registration Statement on Form 8-A, as amended, relating thereto and
(iii) the description of the Company's Preferred Stock Purchase Rights contained
in the Company's Registration Statement on Form 8-A, as amended, relating
thereto.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of the Registration Statement
and this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation and Bylaws contain
provisions permitted by the Delaware General Corporation Law (under which the
Company is organized) which, in general terms, provide that directors and
officers will be indemnified by the Company, to the full extent authorized or
permitted by law, for all losses that may be incurred by them in connection with
any claim or legal action in which they may become involved by reason of their
service as a director or officer of the Company. In addition, the Company's
Restated Certificate of Incorporation contains provisions permitted by the
Delaware General Corporation Law which limit the monetary liability of directors
of the Company for certain breaches of their fiduciary duty of care.
The Company maintains directors' and officers' liability insurance.
Subject to stated conditions, the policy insures the directors and officers of
the Company against liability arising out of actions taken in their official
capacities. The policy will pay on behalf of the directors and officers for
those losses for which they are held personally liable and not indemnified by
the Company.
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<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4.1 Restated Certificate of Incorporation of the Company, dated February
17, 1984, incorporated by reference to Exhibit 3a to the Company's
Form 10-K for the fiscal year ended December 31, 1983 (File No.
1-5491); Exhibit 4.2 to the Company's Registration Statement on Form
S-3 (Registration No. 33-13544) and Exhibits 4a, 4b, 4c, 4d and 4e to
the Company's Form 10-K for the fiscal year ended December 31, 1995
(File No. 1-5491).
4.2 Bylaws of the Company, as amended, dated August 30, 1996, incorporated
by reference to Exhibit 3 to the Company's Form 10-Q for the quarter
ended September 30, 1996 (File No. 1-5491).
4.3 Rights Agreement, as amended, as of February 25, 1992, between the
Company and Citibank, N.A. as Rights Agent, incorporated by reference
to Exhibit 4g to the Company's Form 10-K for the fiscal year ended
December 31, 1994 (File No. 1-5491).
5.2 Internal Revenue Service Determination Letter dated October 22, 1996
for the Rowan Companies, Inc. Savings and Investment Plan (filed
herewith electronically).
23.1 Consent of Deloitte & Touche LLP (filed herewith electronically).
24 Powers of Attorney (included in the signature pages in this Part II).
In connection herewith, the Registrant undertakes that it will submit
the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to continue
qualification of the Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of the registration statement (or
the most recent post-effective amendment
thereof) which, individually or in the
aggregate, represent a fundamental
change in the information set forth in
the registration statement;
II-2
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act, Rowan Companies,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on April 11, 1997.
ROWAN COMPANIES, INC.
(Registrant)
By: /s/ C. R. PALMER
C. R. Palmer,
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of ROWAN COMPANIES, INC. (the "Company") hereby constitutes and
appoints C.R. Palmer and E.E. Thiele, or either of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and file this Registration
Statement under the Securities Act of 1933, as amended, and any or all
amendments (including, without limitation, post-effective amendments), with all
exhibits and any and all documents required to be filed with respect thereto,
with the Securities and Exchange Commission or any regulatory authority,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same,
as fully to all intents and purposes as he himself might or could do, if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C> <C>
/s/ C. R. PALMER Chairman of the Board, President, Chief April 11, 1997
C. R. Palmer Executive Officer and Director
/s/ E. E. THIELE Senior Vice President, Finance, Administration April 11, 1997
E. E. Thiele and Treasurer (Principal Financial Officer)
/s/ WILLIAM H. WELLS Controller (Principal Accounting Officer) April 11, 1997
William H. Wells
/s/ RALPH E. BAILEY Director April 11, 1997
Ralph E. Bailey
/s/ HENRY O. BOSWELL Director April 11, 1997
Henry O. Boswell
/s/ H. E. LENTZ Director April 11, 1997
H. E. Lentz
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C> <C>
/s/ COLIN B. MOYNIHAN Director April 11, 1997
Hon. Colin B. Moynihan
/s/ WILFRED P. SCHMOE Director April 11, 1997
Wilfred P. Schmoe
/s/ CHARLES P. SIESS, JR. Director April 11, 1997
Charles P. Siess, Jr.
/s/ PETER SIMONIs Director April 11, 1997
Peter Simonis
/s/ C. W. YEARGAIN Director April 11, 1997
C. W. Yeargain
</TABLE>
II-5
<PAGE>
THE PLAN
Pursuant to the requirements of the Securities Act, the members of the
Rowan Companies, Inc. Savings and Investment Plan Administrative Committee,
functioning as the Plan Administrator of the Rowan Companies, Inc. Savings and
Investment Plan, have duly caused the Registration Statement to be signed on
behalf of the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on April 11, 1997.
ROWAN COMPANIES, INC. SAVINGS
AND INVESTMENT PLAN
/s/ JOHN R. COLLINS
John R. Collins
/s/ MARK H. HAY
Mark H. Hay
/s/ C. R. PALMER
C. R. Palmer
/s/ E. E. THIELE
E. E. Thiele
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number
4.1 Restated Certificate of Incorporation of the Company, dated February
17, 1984, incorporated by reference to Exhibit 3a to the Company's
Form 10-K for the fiscal year ended December 31, 1983 (File No.
1-5491); Exhibit 4.2 to the Company's Registration Statement on Form
S-3 (Registration No. 33-13544) and Exhibits 4a, 4b, 4c, 4d and 4e to
the Company's Form 10-K for the fiscal year ended December 31, 1995
(File No. 1-5491).
4.2 Bylaws of the Company, as amended, dated August 30, 1996, incorporated
by reference to Exhibit 3 to the Company's Form 10-Q for the quarter
ended September 30, 1996 (File No. 1-5491).
4.3 Rights Agreement, as amended, as of February 25, 1992, between the
Company and Citibank, N.A. as Rights Agent, incorporated by reference
to Exhibit 4g to the Company's Form 10-K for the fiscal year ended
December 31, 1994 (File No. 1-5491).
5.2 Internal Revenue Service Determination Letter dated October 22, 1996
for the Rowan Companies, Inc. Savings and Investment Plan (filed
herewith electronically).
23.1 Consent of Deloitte & Touche LLP (filed herewith electronically).
24 Powers of Attorney (included in the signature pages in this Part II).
II-7
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
Employer Identification Number:
Date: OCT 22 1996 75-0759420
File Folder Number:
760000308
ROWAN COMPANIES INC Person to Contact:
2800 POST OAK BLVD SUITE 5450 JILL RUTHERFORD
HOUSTON, TX 77056-6196 Contact Telephone Number:
(214) 767-6023
Plan Name:
ROWAN COMPANIES INC
SAVINGS & INVESTMENT PLAN
Plan Number: 003
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
Your plan does not consider total compensation for purposes of
figuring benefits. In operation, the provision may discriminate in favor of
employees who are highly compensated. If this occurs, your plan will not remain
qualified.
This determination letter is applicable for the plan adopted on
December 14, 1994.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
Letter 835 (DO/CG)
<PAGE>
-2-
ROWAN COMPANIES INC
This plan satisfies the nondiscriminatory current availability
requirements of Section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Bobby E. Scott
Bobby E. Scott
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
Letter 835 (DO/CG)
<PAGE>
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ROWAN COMPANIES INC
This determination letter also applies to the members of the controlled group of
corporation listed on the application who have adopted this plan.
Letter 835 (DO/CG)
EXHIBIT 23.1
[Letterhead of Deloitte & Touche LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Rowan Companies, Inc. on Form S-8 of our report dated March 3, 1997, appearing
in the Annual Report on Form 10-K of Rowan Companies, Inc. for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
April 10, 1997
