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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A-1
AMENDMENT NO. 4
TO
REGISTRATION STATEMENT ON FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
ROWAN COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-0759420
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5450 TRANSCO TOWER
2800 POST OAK BOULEVARD
HOUSTON, TEXAS 77056-6196
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:
Rights to purchase Series A New York Stock Exchange, Inc.
Junior Preferred Stock Pacific Stock Exchange
---------------------- ----------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
----
(Title of Class)
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On July 24, 1997, the Board of Directors of Rowan Companies, Inc. (the
"Company") amended the Company's Rights Agreement dated February 25, 1992, as
amended, (the "Rights Agreement") to increase the Purchase Price (as defined
below) for each one one-hundredth of a share of Series A Junior Preferred Stock
purchasable upon the exercise of a Right. Accordingly, this Form 8-A/A-1 amends
in entirety Item 1 of the Form 8-A filed by the Company on March 2, 1992.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On February 25, 1992, the Board of Directors of the Company declared a
distribution of one Preferred Stock Purchase Right ("Right") for each
outstanding share of Common Stock to stockholders of record at the close of
business on March 11, 1992, and for each share of Common Stock issued
(including shares distributed from treasury) by the Company thereafter and
prior to the Distribution Date (as defined below). Each Right entitles the
registered holder, subject to the terms of the rights agreement relating to the
Rights, to purchase from the Company one one-hundredth of a share (a "Unit") of
Series A Junior Preferred Stock, par value $1.00 per share (the "Junior
Preferred Stock"), at a purchase price of $75.00 per Unit, subject to
adjustment (the "Purchase Price"). The Purchase Price is payable in cash or by
certified or bank check or money order payable to the order of the Company.
The description and terms of the Rights are set forth in a Rights Agreement,
dated as of February 25, 1992 (the "Rights Agreement"), between the Company and
Citibank, N.A., as Rights Agent (the "Rights Agent"), which was amended by the
First Amendment to Rights Agreement, dated as of September 19, 1994 (the "First
Amendment"), the Second Amendment to Rights Agreement, dated as of September
26, 1994 (the "Second Amendment"), and the Third Amendment to Rights Agreement,
dated as of July 24, 1997 (the "Third Amendment").
Initially, the Rights will attach to all certificates representing
shares of outstanding Common Stock, and no separate Rights certificates will be
distributed. The Rights will separate from the Common Stock and the date of
distribution of the certificates evidencing the Rights (the "Distribution
Date") will occur upon the earlier of (i) ten days following the earlier of (x)
the first date of a public announcement and (y) the first date on which the
Company has actual knowledge of a filing of a report pursuant to Section 13(d)
or 13(f) of the Securities Exchange Act of 1934, as amended (the date of such
announcement or knowledge of a filing being the "Stock Acquisition Date"),
reflecting that a person or group of affiliated or associated persons (other
than the Company, any subsidiary of the Company or any employee benefit plan of
the Company or such subsidiary) (an "Acquiring Person") has acquired, obtained
the right to acquire, or otherwise obtained beneficial ownership of 15% or more
of the then outstanding shares of Common Stock, or (ii) ten days following the
commencement of, or first public announcement of the intention to commence, a
tender offer or exchange offer that would result in a person or group
beneficially owning 30% or more of the then outstanding shares of Common Stock.
Until the Distribution Date, (i) the Rights will be evidenced by Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock
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certificates issued after March 11, 1992 (also including shares distributed
from treasury) will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates representing
outstanding Common Stock will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on February 25, 2002 unless earlier redeemed by
the Company as described below.
As soon as practicable after the Distribution Date, Rights
certificates will be mailed to holders of record of Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights.
In the event that (i) the Company is the surviving corporation in a
merger with an Acquiring Person and shares of Common Stock shall remain
outstanding, (ii) a person becomes the beneficial owner of 15% or more of the
then outstanding shares of Common Stock, (iii) an Acquiring Person engages in
one or more "self-dealing" transactions as set forth in the Rights Agreement or
(iv) during such time as there is an Acquiring Person, an event occurs which
results in such Acquiring Person's ownership interest being increased by more
than 1% (e.g., by means of a reverse stock split or recapitalization), then, in
each such case, each holder of a Right will thereafter have the right to
receive, upon exercise, Units of Junior Preferred Stock (or, in certain
circumstances, Common Stock, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Right. The
exercise price is the Purchase Price multiplied by the number of Units of
Junior Preferred Stock issuable upon exercise of a Right prior to the events
described in this paragraph. Notwithstanding any of the foregoing, following
the occurrence of any of the events set forth in this paragraph, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by an Acquiring Person will be null and void.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction and the Company is not the surviving corporation (other than a
merger described in the preceding paragraph), (ii) any person consolidates or
merges with the Company and all or part of the Common Stock is converted or
exchanged for securities, cash or property of any other person or (iii) 50% or
more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as described
above) shall thereafter have the right to receive, upon exercise, common stock
of the Acquiring Person having a value equal to two times the exercise price of
the Right.
The Purchase Price payable, and the number of Units of Junior
Preferred Stock issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the Junior Preferred
Stock, (ii) if holders of the Junior Preferred Stock are granted certain rights
or warrants
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to subscribe for Junior Preferred Stock or convertible securities at less than
the current market price of the Junior Preferred Stock or (iii) upon the
distribution to the holders of the Junior Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional Units. In lieu
thereof, an adjustment in cash may be made based on the market price of the
Junior Preferred Stock prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date, a
majority of the Continuing Directors (as defined in the Rights Agreement) may
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), payable, at the election of such majority of Continuing
Directors, in cash or shares of Common Stock. Immediately upon the action of a
majority of the Continuing Directors ordering the redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on the Rights being redeemed or a
substantial number of Rights being acquired. However, the Rights should not
interfere with a merger or other business combination approved by the Company,
because, as described above, the Rights are redeemable under certain
circumstances.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Any of the provisions of the Rights Agreement may be amended at any
time prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended in order to cure any
ambiguity, defect or inconsistency, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
The Units of Junior Preferred Stock that may be acquired upon exercise
of the Rights will be nonredeemable and subordinate to any other shares of
preferred stock that may be issued by the Company.
Each Unit of Junior Preferred Stock will have a minimum preferential
quarterly dividend rate of $0.01 per Unit but will, in any event, be entitled
to a dividend equal to the per share dividend declared on the Common Stock.
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In the event of liquidation, the holder of a Unit of Junior Preferred
Stock will receive a preferred liquidation payment equal to the greater of $.01
per Unit or the per share amount paid in respect of a share of Common Stock.
Each Unit of Junior Preferred Stock will have one vote, voting
together with the Common Stock. The holders of Units of Junior Preferred
Stock, voting as a separate class, shall be entitled to elect two directors if
dividends on the Junior Preferred Stock are in arrears for six fiscal quarters.
In the event of any merger, consolidation or other transaction in
which shares of Company Common Stock are exchanged, each Unit of Junior
Preferred Stock will be entitled to receive the per share amount paid in
respect of each share of Common Stock.
The rights of holders of the Junior Preferred Stock to dividends,
liquidation and voting, and in the event of mergers and consolidations, are
protected by customary antidilution provisions.
Because of the nature of the Junior Preferred Stock's dividend,
liquidation and voting rights, the economic value of one Unit of Junior
Preferred Stock that may be acquired upon the exercise of each Right should
approximate the economic value of one share of Common Stock.
The Rights Agreement, as amended (including the forms of the Right
Certificate, Summary of Rights and Certificate of Designation for the Junior
Preferred Stock attached thereto as Exhibits A, B and C thereto, respectively),
the First Amendment, the Second Amendment and the Third Amendment, setting
forth the terms of the Rights and the Junior Preferred Stock, are filed as
exhibits hereto. The foregoing description of the Rights does not purport to
be complete and is qualified in its entirety by reference to such exhibits.
ITEM 2. EXHIBITS
1. Rights Agreement, dated as of February 25, 1992, between the Company and
Citibank, N.A., as Rights Agent (the "Rights Agreement"), which includes
exhibits as follows: Exhibit A - Form of Rights Certificate; Exhibit B -
Summary of Rights to Purchase Junior Preferred Stock and Exhibit C -
Certificate of Designation of Series A Junior Preferred Stock.
(Incorporated by reference to Exhibit 1 to the Company's Form 8-A,
dated March 2, 1992).
2. First Amendment, dated as of September 19, 1994, to the Rights Agreement.
(Incorporated by reference to Exhibit 2 to the Company's Form 8-A/A,
dated March 24, 1995).
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3. Second Amendment, dated as of September 26, 1994, to the Rights
Agreement. (Incorporated by reference to Exhibit 3 to the Company's
Form 8-A/A, dated March 24, 1995).
4. Third Amendment, dated as of July 24, 1997, to the Rights Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 5, 1997
ROWAN COMPANIES, INC.
By: /s/ E. E. THIELE
------------------------------------
Name: E. E. Thiele
----------------------------------
Title: Senior Vice President
Finance Administration
and Treasurer
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Title
------- -----
<S> <C>
1. Rights Agreement, dated as of February 25, 1992, between the Company
and Citibank, N.A., as Rights Agent (The "Rights Agreement"), which
includes exhibits as follows: Exhibit A - Form of Rights Certificate;
Exhibit B - Summary of Rights to Purchase Junior Preferred Stock and
Exhibit C - Certificate of Designation of Series A Junior Preferred
Stock. (Incorporated by reference to Exhibit 1 to the Company's Form
8-A, dated March 2, 1992).
2. First Amendment, dated as of September 19, 1994, to the Rights
Agreement. (Incorporated by reference to Exhibit 2 to the Company's
form 8-A/A, dated March 24, 1995).
3. Second Amendment, dated as of September 26, 1994, to the Rights
Agreement. (Incorporated by reference to Exhibit 3 to the Company's
form 8-A/A, dated March 24, 1995).
4. Third Amendment, dated as of July 24, 1997, to the Rights Agreement.
</TABLE>
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EXHIBIT NO. 4
THIRD AMENDMENT
TO
RIGHTS AGREEMENT
The following is THE THIRD AMENDMENT TO THE RIGHTS AGREEMENT, dated as
of July 24, 1997 (the "Amendment"), between Rowan Companies, Inc., a Delaware
Corporation (the "Company"), and Citibank, N.A., a national banking
association, as Rights Agent (the "Rights Agent"):
WHEREAS, the undersigned Rights Agent and Rowan Companies, Inc. are
parties to a Rights Agreement dated as of February 25, 1992, as amended (the
"Rights Agreement"); and
WHEREAS, the Company (with the approval of not less than a majority of
the Continuing Directors (as defined in the Rights Agreement)) and the Rights
Agent desire to amend the Rights Agreement, pursuant to Section 26 of the
Rights Agreement, as set forth in this Third Amendment to the Rights Agreement
(the "Amendment").
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
SECTION 1. AMENDMENT TO SECTION 7(B) OF THE RIGHTS AGREEMENT.
Section 7(b) of the Rights Agreement is hereby amended by deleting the
reference to the initial dollar amount of the Purchase Price designated therein
as "$30.00" and replacing it with "$75.00."
SECTION 2. AMENDMENT TO EXHIBIT A OF THE RIGHTS AGREEMENT. (a)
The first paragraph of Exhibit A of the Rights Agreement is hereby amended by
deleting the reference to the initial dollar amount of the Purchase Price
designated therein as "$30" and replacing it with "$75.00."
(b) The first paragraph of Exhibit A of the
Rights Agreement is hereby amended by deleting the reference to the par value
of the Junior Preferred Stock designated therein as "without par value" and
replacing it with "$1.00 par value per share."
SECTION 3. AMENDMENT TO EXHIBIT B OF THE RIGHTS AGREEMENT. (a)
The first paragraph of Exhibit B of the Rights Agreement is hereby amended by
deleting the reference to the initial dollar amount of the Purchase Price
designated therein as "$30.00" and replacing it with "$75.00."
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(b) The first paragraph of Exhibit B of the
Rights Agreement is hereby amended by deleting the reference to the par value
of the Junior Preferred Stock designated therein as "without par value" and
replacing it with "$1.00 par value per share."
SECTION 4. SEVERABILITY. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
SECTION 5. GOVERNING LAW. This Amendment, the Rights Agreement,
each Right and each Rights Certificate issued hereunder shall be governed by,
and construed in accordance with, the laws of the State of Delaware applicable
to contracts executed in and to be performed entirely in such State.
SECTION 6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
one and the same instrument.
SECTION 7. EFFECT OF AMENDMENT. Except as expressly modified
herein, the Rights Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of July 24, 1997.
ROWAN COMPANIES, INC.
ATTEST:
- -------
By: /s/ MARK H. HAY By: /s/ E. E. THIELE
------------------------------- --------------------------------------
Name: Mark H. Hay Name: E. E. Thiele
Title: Corporate Secretary Title: Senior Vice President -
Finance,Administration
and Treasurer
CITIBANK, N.A.
ATTEST:
By: /s/ KERRY A. MONAGHAN By: /s/ LISA J. PRICE
------------------------------- --------------------------------------
Name: Kerry A. Monaghan Name: Lisa J. Price
Title: Senior Trust Officer Title: Vice President
