UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ROWAN COMPANIES, INC.
----------------------------------
(Name of Issuer)
Common Stock, $0.125 Par Value
------------------------------------
(Title of Class of Securities)
779382100
----------------------------
(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)
January 1, 1997
-------------------------------
(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.
Continued on following page(s)
Page 1 of 18 Pages
Exhibit Index: Page 15
- --------
* Initial filing with respect to Soros Fund Management LLC and Mr. Stanley
F. Druckenmiller.
** A filing fee is not being paid with this statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
<PAGE>
Page 2 of 18 Pages
SCHEDULE 13D
CUSIP No. 779382100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 6,094,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 6,094,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,094,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
7.12%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 18 Pages
SCHEDULE 13D
CUSIP No. 779382100
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. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 690,000
Shares
Beneficially 8 Shared Voting Power
Owned By 6,094,000
Each
Reporting 9 Sole Dispositive Power
Person 690,000
With
10 Shared Dispositive Power
6,094,000
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*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 18 Pages
SCHEDULE 13D
CUSIP No. 779382100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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 1,012,000
Shares
Beneficially 8 Shared Voting Power
Owned By 6,094,000
Each
Reporting 9 Sole Dispositive Power
Person 1,012,000
With
10 Shared Dispositive Power
6,094,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,106,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
8.31%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 18 Pages
SCHEDULE 13D
CUSIP No. 779382100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Duquesne Capital Management, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Pennsylvania
7 Sole Voting Power
Number of 1,012,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,012,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,012,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.18%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 18 Pages
This Amendment No. 3 to Schedule 13D relates to shares of Common
Stock, $0.125 par value per share (the "Shares"), of Rowan Companies, Inc. (the
"Issuer"). This Amendment No. 3 supplementally amends the initial statement on
Schedule 13D dated May 29, 1996 and all amendments thereto (collectively, the
"Initial Statement") filed by one of the Reporting Persons (as defined herein).
This Amendment No. 3 is being filed by the Reporting Persons to report the
transfer of the investment advisory contract between Soros Fund Management
("SFM") and Quantum Fund N.V., a Netherlands Antilles company ("Quantum Fund"),
whose principal operating subsidiary is Quantum Partners LDC, a Cayman Islands
exempted limited duration company ("Quantum Partners"), pursuant to which SFM
was granted investment discretion over portfolio investments, including the
Shares, held for the account of Quantum Partners. The investment advisory
contract has been transferred from SFM to Soros Fund Management LLC ("SFM LLC"),
a newly formed Delaware limited liability company. Capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Initial
Statement. The Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This statement is being filed by SFM LLC, Mr. George Soros ("Mr.
Soros"), Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller") and Duquesne Capital
Management, L.L.C., a Pennsylvania limited liability company ("Duquesne LLC,"
and together with SFM LLC, Mr. Soros and Mr. Druckenmiller, the "Reporting
Persons"). This statement relates to Shares held for the accounts of Quantum
Partners, Mr. Soros, Lupa Family Partners, a New York limited partnership
("Lupa"), and the Duquesne LLC Clients (as defined herein).
Effective as of January 1, 1997, SFM, a sole proprietorship of
which Mr. Soros is the sole proprietor, transferred its investment advisory
contract with Quantum Fund to SFM LLC as part of a restructuring of the business
of SFM, which will now be conducted through SFM LLC. SFM LLC has its principal
office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its
principal business is to serve, pursuant to contract, as the principal
investment manager to several foreign investment companies (the "SFM Clients"),
including Quantum Fund and Quantum Partners. Each of Quantum Fund and Quantum
Partners has its principal office at Kaya Flamboyan 9, Willemstad, Curacao,
Netherlands Antilles. SFM LLC's contracts with SFM Clients generally provide
that SFM LLC is responsible for designing and implementing the SFM Clients'
overall investment strategy; for conducting direct portfolio management
strategies to the extent that SFM LLC 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
SFM Clients; and for allocating and reallocating the SFM Clients' assets among
the outside managers and itself.
The business of SFM LLC is managed through a Management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to direct the
investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the securities held for the accounts of the SFM Clients. Mr.
Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct
the investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the securities held for the accounts of the SFM Clients. Set
forth in Annex A hereto and incorporated by reference in response to this Item 2
and elsewhere in this Schedule 13D as applicable is a list of the Managing
Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
<PAGE>
Page 7 of 18 Pages
Lupa is primarily engaged in securities investment. In his
capacity as one of two general partners, Mr. Soros 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, Mr. Soros' brother, who does
not normally exercise voting or dispositive 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, 32nd Floor, New York, New York
10106.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office. Mr. Druckenmiller also owns a 75% interest in, and is the sole managing
member of, Duquesne LLC, an investment advisory firm. Duquesne LLC has its
principal offices at 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania
15241-2591. Its principal business is to serve, pursuant to contract, as a
discretionary investment advisor to a limited number of institutional clients
(the "Duquesne LLC Clients").
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each 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 LLC
to exercise voting and dispositive power with respect to such securities. Mr.
Soros, by reason of his position as the general partner of Lupa who exercises
voting and dispositive power over the securities held for the account of Lupa,
may be deemed the beneficial owner of securities, including the Shares, held for
the account of Lupa.
Pursuant to regulations promulgated under Section 13(d) of the
Act, Mr. Druckenmiller, by virtue of his interest in, and position as sole
managing member of, Duquesne LLC, may be deemed a beneficial owner of
securities, including the Shares, held for the account of Duquesne LLC as a
result of the contractual authority of Duquesne LLC to exercise voting and
dispositive power with respect to such securities.
During the past five years, none of the Reporting Persons,
Quantum Partners, Lupa and, to the best of the Reporting Persons' 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.
Duquesne LLC expended approximately $2,600,822 of its working
capital to purchase the Shares reported herein as being acquired within the last
60 days
The securities held for the accounts of Quantum Partners, other
SFM Clients, Lupa and/or the Duquesne LLC Clients 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 which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of Quantum Partners, Mr. Soros, the Duquesne LLC
<PAGE>
Page 8 of 18 Pages
Clients and/or Lupa were acquired or disposed of for investment purposes.
Neither Quantum Partners, Lupa, the Reporting Persons nor, to the best of their
knowledge, any of the other individuals identified in response to Item 2, has
any plans or proposals that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Mr. Soros, Mr. Druckenmiller and SFM LLC reserve the right to
acquire, or cause to be acquired, additional securities of the Issuer, to
dispose of, or cause to be disposed, 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 of the SFM Clients, market conditions or other factors.
Mr. Soros reserves the right to acquire, or cause to be acquired,
additional securities of the Issuer, to dispose of, or cause to be disposed,
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 of Lupa, market conditions or
other factors.
Mr. Druckenmiller and Duquesne LLC reserve the right to acquire,
or cause to be acquired, additional securities of the Issuer, to dispose of, or
cause to be disposed, 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
of the Duquesne LLC Clients, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) The aggregate number of Shares of which SFM LLC may be
deemed the beneficial owner is 6,094,000 (approximately 7.12% of the total
number of Shares outstanding), which are held for the account of Quantum
Partners.
(ii) The aggregate number of Shares of which Mr. Soros may
be deemed the beneficial owner is 6,784,000 (approximately 7.93% of the total
number of Shares outstanding). This number consists of (A) 345,000 Shares held
directly for the account of Mr. Soros, (B) 345,000 Shares held for the account
of Lupa and (C) 6,094,000 Shares held for the account of Quantum Partners.
(iii) The aggregate number of Shares of which Mr.
Druckenmiller may be deemed the beneficial owner is 7,106,000 (approximately
8.31% of the total number of Shares outstanding). This number consists of (A)
6,094,000 Shares held for the account of Quantum Partners and (B) 1,012,000
Shares held for the accounts of the Duquesne LLC Clients.
(iv) The aggregate number of Shares of which Duquesne LLC
may be deemed the beneficial owner is the 1,012,000 Shares (approximately 1.18%
of the total number of Shares outstanding) held for the accounts of the Duquesne
LLC Clients.
(b) (i) Pursuant to the terms of the contract between
Quantum Fund and SFM LLC, SFM LLC 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.
<PAGE>
Page 9 of 18 Pages
(ii) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC and as a result of the position held by Mr. Soros with SFM LLC,
Mr.Soros may be deemed to have shared power to direct the voting and disposition
of the 6,094,000 Shares held for the account of Quantum Partners.
Mr. Soros has the sole power to vote and dispose of the 345,000
Shares held for his account.
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, Mr. Soros 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 contract between Quantum
Fund and SFM LLC and the position held by Mr. Druckenmiller with SFM LLC, Mr.
Druckenmiller may be deemed to have shared power to direct the voting and
disposition of the 6,094,000 Shares held for the account of Quantum Partners.
As a result of the position held by Mr. Druckenmiller with
Duquesne LLC, Mr. Druckenmiller may be deemed to have the sole power to direct
the voting and disposition of the 1,012,000 Shares held for the accounts of the
Duquesne LLC Clients.
(iv) Pursuant to contracts with the Duquesne LLC Clients,
Duquesne LLC may be deemed to have the sole power to direct the voting and
disposition of securities held for the accounts of the Duquesne LLC Clients,
including the 1,012,000 Shares held for the accounts of the Duquesne LLC
Clients.
(c) (i) Except as disclosed in Item 2 hereof, which is
incorporated by reference in this Item 5, there have been no transactions for
the accounts of Mr. Soros, Quantum Partners and Lupa, with respect to the
Shares, since December 19, 1996, the date of the last filing on Schedule 13D.
(ii) Except as disclosed in Item 2 hereof, which is
incorporated by reference in this Item 5, and on Annex B attached hereto, there
have been no transactions for the accounts of the Duquesne LLC Clients, with
respect to the Shares, since November 2, 1996 (60 days prior to the date
hereof).
(d) (i) The shareholders of Quantum Partners, including Quantum
Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, securities, including the Shares, held for the
account of Quantum Partners in accordance with their ownership interests in
Quantum Partners.
(ii) 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.
(iii) The Duquesne LLC Clients have the right to participate
in the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held for their accounts.
(iv) Mr. Soros has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, securities, including
the Shares, held for his personal account.
(e) Not applicable.
SFM LLC expressly disclaims beneficial ownership of any Shares
not held for the accounts of the SFM Clients. Mr. Soros expressly disclaims
<PAGE>
Page 10 of 18 Pages
beneficial ownership of any Shares not held directly for his account, the
accounts of the SFM Clients and Lupa. Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares not held for the accounts of the SFM Clients
and the Duquesne LLC Clients. Duquesne LLC expressly disclaims beneficial
ownership of any Shares not held for the accounts of the Duquesne LLC Clients.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons, Lupa, Quantum
Partners, other SFM Clients and/or Duquesne LLC Clients 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. From time to time to the extent permitted by applicable
law, each of such persons or entities may borrow securities, including the
Shares, for the purpose of effecting, and may effect, short sale transactions,
and may purchase securities for the purpose of closing out short positions in
such securities.
Except as set forth herein, the Reporting Persons, Lupa, Quantum
Partners and the other SFM Clients do not have any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated January 1, 1997 by and among SFM
LLC, Mr. Soros, Mr. Druckenmiller and Duquesne LLC.
<PAGE>
Page 11 of 18 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: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ MICHAEL A. SHAY
----------------------------------
Michael A. Shay
Vice President
<PAGE>
Page 12 of 18 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
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 LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
<PAGE>
Page 13 of 18 Pages
<TABLE>
<CAPTION>
ANNEX B
RECENT TRANSACTION IN THE COMMON STOCK OF
ROWAN COMPANIES, INC.
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
- ------------------ ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Duquesne LLC 12/11/96 BUY 10,800 20.866
12/11/96 BUY 8,300 20.781
12/11/96 BUY 2,500 20.866
12/11/96 BUY 1,900 20.781
12/11/96 BUY 12,700 20.866
12/11/96 BUY 9,800 20.781
12/12/96 BUY 1,100 21.454
12/12/96 BUY 1,000 21.385
12/12/96 BUY 1,100 21.625
12/12/96 BUY 4,100 22.000
12/12/96 BUY 10,100 21.657
12/12/96 BUY 200 21.454
12/12/96 BUY 200 21.385
12/12/96 BUY 200 21.625
12/12/96 BUY 1,000 22.000
12/12/96 BUY 2,300 21.657
12/12/96 BUY 1,300 21.454
12/12/96 BUY 1,200 21.385
12/12/96 BUY 1,200 21.625
12/12/96 BUY 4,900 22.000
12/12/96 BUY 11,800 21.657
12/13/96 BUY 6,300 21.667
12/13/96 BUY 2,100 21.125
12/13/96 BUY 6,100 21.013
12/13/96 BUY 1,400 21.667
12/13/96 BUY 500 21.125
12/13/96 BUY 1,400 21.013
<PAGE>
Page 14 of 18 Pages
Duquesne LLC 12/13/96 BUY 7,300 21.667
12/13/96 BUY 2,400 21.125
12/13/96 BUY 7,100 21.013
</TABLE>
<PAGE>
Page 15 of 18 Pages
EXHIBIT INDEX
Page No.
----------
A. Power of Attorney dated as of January 1, 1997 granted by Mr. George
Soros in favor of Mr. Sean C. Warren and Mr. Michael C.
Neus................................................................ 15
B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C.
Neus................................................................ 16
C. Joint Filing Agreement dated January 1, 1997 by and among Soros
Fund Management LLC, Mr. George Soros, Mr. Stanley F.
Druckenmiller and Duquesne Capital Management,
L.L.C............................................................... 17
Page 16 of 18 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, 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 as of the 1st day of
January, 1997.
/s/ George Soros
-------------------------------
GEORGE SOROS
Page 17 of 18 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, 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 as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
-------------------------------------------
STANLEY F. DRUCKENMILLER
Page 18 of 18 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Rowan Companies, Inc. dated January 1, 1997
is, and any amendments thereto signed by each of the undersigned shall be, filed
on behalf of each of us pursuant to and in accordance with the provisions of
Rule 13d- 1(f) under the Securities Exchange Act of 1934.
Date: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ MICHAEL A. SHAY
----------------------------------
Michael A. Shay
Vice President
