UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ROWAN COMPANIES, INC.
---------------------------
(Name of Issuer)
Common Stock, $0.125 Par Value
-------------------------------------
(Title of Class of Securities)
779382100
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(CUSIP Number)
March 6, 1998
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(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 15 Pages
Exhibit Index: Page 12
<PAGE>
SCHEDULE 13G
CUSIP No. 779382100 Page 2 of 15 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 6,094,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,094,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,211,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
7.17%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
/1/ See Item 4(a).
<PAGE>
SCHEDULE 13G
CUSIP No. 779382100 Page 3 of 15 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 690,000
Shares
Beneficially 6 Shared Voting Power
Owned By 6,094,000
Each
Reporting 7 Sole Dispositive Power
Person 690,000
With
8 Shared Dispositive Power
6,094,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,901,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
7.97%
12 Type of Reporting Person*
IA; IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
/1/ See Item 4(a).
<PAGE>
SCHEDULE 13G
CUSIP No. 779382100 Page 4 of 15 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,012,000
Shares
Beneficially 6 Shared Voting Power
Owned By 6,094,000
Each
Reporting 7 Sole Dispositive Power
Person 1,012,000
With
8 Shared Dispositive Power
6,094,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,223,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
8.34%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
/1/ See Item 4(a).
<PAGE>
SCHEDULE 13G
CUSIP No. 779382100 Page 5 of 15 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
PENNSYLVANIA
5 Sole Voting Power
Number of 1,012,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,012,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,012,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.17%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 15 Pages
Item 1(a) Name of Issuer:
Rowan Companies, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
5450 Transco Tower, 2800 Post Oak Blvd., Houston, Texas
77056.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC, a Delaware limited liability
company ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros");
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); and
iv) Duquesne Capital Management, L.L.C., a Pennsylvania
limited liability company ("Duquesne LLC").
This Statement relates to Shares (as defined herein) held
for the accounts of Quantum Partners LDC, a Cayman Islands exempted limited
duration company ("Quantum Partners"), Mr. George Soros, the Duquesne LLC
Clients (as defined herein) and Lupa Family Partners, a New York limited
partnership ("Lupa") of which Mr. Soros serves as one of two general partners.
SFM LLC, a Delaware limited liability company, serves as principal investment
manager to Quantum Partners and as such, has been granted investment discretion
over portfolio investments, including the Shares, held for the account of
Quantum Partners. SFM LLC, on behalf of Quantum Partners, has granted investment
discretion over certain funds of Quantum Partners to Cambridge Investments Ltd.,
a California corporation ("Cambridge"), pursuant to an investment advisory
contract between Quantum Partners and Cambridge (the "Cambridge Contract"). Mr.
Soros is the Chairman of SFM LLC. Mr. Druckenmiller is the Lead Portfolio
Manager and a member of the management committee of SFM LLC. Mr. Druckenmiller
also owns a 75% interest in, and is the sole managing member of, Duquesne LLC,
an investment advisory firm that serves as a discretionary investment advisor to
a limited number of institutional clients (the "Duquesne LLC Clients").
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New
York, NY 10106.
The address of the principal business office of Duquesne LLC
is 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
<PAGE>
Page 7 of 15 Pages
ii) Mr. Soros is a United States citizen;
iii) Mr. Druckenmiller is a United States citizen; and
iv) Duquesne LLC is a Pennsylvania limited liability
company.
Item 2(d) Title of Class of Securities:
Common Stock, $0.125 par value (the "Shares").
Item 2(e) CUSIP Number:
779382100
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of March 5, 1998 each of the Reporting Persons may
be deemed the beneficial owner of the following number
of Shares:
i) As a consequence of SFM LLC's ability to terminate
the Cambridge Contract with respect to all
investments, including those involving certain of
the Shares, and acquire voting and dispositive
power over those Shares within 60 days,
notwithstanding the fact that none of SFM LLC, Mr.
Soros and Mr. Druckenmiller currently exercises
such power, SFM LLC, Mr. Soros and Mr.
Druckenmiller may be deemed the beneficial owner
of 117,000 Shares acquired at the direction of
Cambridge. In addition, SFM LLC, Mr. Soros and Mr.
Druckenmiller may be deemed the beneficial owner
of the 6,094,000 Shares held directly for the
account of Quantum Partners. In total, SFM LLC may
be deemed to be the beneficial owner of 6,211,000.
ii) Mr. Soros may be deemed the beneficial owner of
6,901,000 Shares. This number consists of (A)
117,000 Shares currently held by Cambridge for the
account of Quantum Partners, (B) 6,094,000 Shares
held directly for the account of Quantum Partners,
(C) 345,000 Shares held for the account of Lupa
and (D) 345,000 held for his personal account.
iii) Mr. Druckenmiller may be deemed the beneficial
owner of 7,223,000 Shares. This number consists of
(A) 117,000 Shares currently held by Cambridge for
the account of Quantum Partners, (B) 6,094,000
Shares held directly for the account of Quantum
Partners and (C) 1,012,000 Shares held for the
accounts of the Duquesne LLC Clients.
<PAGE>
Page 8 of 15 Pages
iv) Duquesne LLC may be deemed the beneficial owner of
the 1,012,000 Shares held for the accounts of
Duquesne LLC Clients.
Item 4(b) Percent of Class:
i) The number of Shares of which SFM LLC may be
deemed to be the beneficial owner constitutes
approximately 7.17% of the total number of Shares
outstanding.
ii) The number of Shares of which Mr. Soros may be
deemed to be the beneficial owner constitutes
approximately 7.97% of the total number of Shares
outstanding.
iii) The number of Shares of which Mr. Druckenmiller
may be deemed to be the beneficial owner
constitutes approximately 8.34% of the total
number of Shares outstanding.
iv) The number of Shares of which Duquesne LLC may be
deemed to be the beneficial owner constitutes
approximately 1.17% of the total number of Shares
outstanding.
<PAGE>
Page 9 of 15 Pages
Item 4(c) Number of shares as to which such person has:
SFM LLC/1/
----------
(i) Sole power to vote or to direct the vote: 6,094,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 6,094,000
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros/1/
------------
(i) Sole power to vote or to direct the vote: 690,000
(ii) Shared power to vote or to direct the vote: 6,094,000
(iii) Sole power to dispose or to direct the disposition of: 690,000
(iv) Shared power to dispose or to direct the disposition of:6,094,000
Mr. Druckenmiller/1/
--------------------
(i) Sole power to vote or to direct the vote: 1,012,000
(ii) Shared power to vote or to direct the vote: 6,094,000
(iii) Sole power to dispose or to direct the disposition of: 1,012,000
(iv) Shared power to dispose or to direct the disposition of:
6,094,000
Duquesne LLC
------------
(i) Sole power to vote or to direct the vote: 1,012,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,012,000
(iv) Shared power to dispose or to direct the disposition of: 0
- -----------------------
/1/ See Item 4(a).
<PAGE>
Page 10 of 15 Pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders of Quantum Partners, including Quantum
Fund N.V., a Netherlands Antilles company have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares, held by
Quantum Partners in accordance with their ownership interests in Quantum
Partners.
(ii) Mr. Soros has the sole right to participate in the
receipt of dividends from, and proceeds from the sale of, the Shares, held for
his personal account.
(iii)The Duquesne LLC Clients have the right to participate
in the receipt of dividends from, or proceeds from the sale of the Shares, held
for their account.
(iv) The partners of Lupa have the right to participate in
the receipt of dividends from, and proceeds from the sale of, the Shares, held
for the account of Lupa in accordance with their partnership interests in Lupa.
SFM LLC expressly disclaims beneficial ownership of any
Shares held for the accounts of Lupa, Mr. Soros and the Duquesne LLC Clients.
Mr. Soros expressly disclaims beneficial ownership of any Shares held for the
accounts of the Duquesne LLC Clients. Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares held for the account of Lupa and Mr. Soros.
Duquesne LLC expressly disclaims beneficial ownership of any Shares held for the
accounts of Quantum Partners, Lupa and Mr. Soros.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best
of his/its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 11 of 15 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: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 6, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
----------------------------------
Gerald Kerner
Managing Director
<PAGE>
Page 12 of 15 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.................................... 13
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......................... 14
C. Joint Filing Agreement dated March 6, 1998 by and among
Soros Fund Management LLC, Mr. George Soros, Mr.
Stanley F. Druckenmiller and Duquesne Capital
Management, L.L.C...................................... 15
Page 13 of 15 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 14 of 15 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 15 of 15 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to the Common Stock of Rowan Companies, Inc. dated as of March 6,
1998 is, and any amendments thereto (including amendments on Schedule 13D)
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: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 6, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
----------------------------------
Gerald Kerner
Managing Director
