<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 1999
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)
<TABLE>
<S> <C> <C> <C>
DELAWARE 2800 POST OAK BOULEVARD, SUITE 5450 75-0759420
(STATE OR OTHER JURISDICTION OF HOUSTON, TEXAS 77056-6196 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) IDENTIFICATION NO.)
</TABLE>
ROWAN COMPANIES, INC.
1998 NONEMPLOYEE DIRECTOR
STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
C. R. PALMER
2800 POST OAK BOULEVARD, SUITE 5450
HOUSTON, TEXAS 77056-6196
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 621-7800
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed Maximum Proposed Maximum
Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Amount to be Registered (1) Per Share (2) Price (2) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.125 par value (3) 200,000 (1) $18.78125(2) $3,756,250(2) $1,044.24
=================================================================================================================================
</TABLE>
(1) Subject to adjustment to prevent dilution resulting from stock splits,
stock dividends or similar transactions. In addition, pursuant to Rule
416(a) under the Securities Act of 1933, as amended (the "Securities Act"),
this registration statement also covers 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 provisions of
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 July 30, 1999.
(3) Includes the preferred stock purchase rights (as adjusted and as subject to
further adjustment in certain events, including stock splits, stock
dividends or similar transactions) associated with the Common Stock.
<PAGE> 2
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
As a nonemployee Director participant in the 1998 Nonemployee Director Stock
Option Plan (the "Plan"), you will be or have already been sent the documents
containing the information called for in this Part I of Form S-8. These
documents, together with the documents incorporated by reference herein
(discussed in Item 3 below), make up the prospectus which 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
The Securities and Exchange Commission ("SEC") allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information by referring to those documents. Any information
incorporated by reference is considered to be part of the prospectus. In
addition, information that we file later with the SEC will automatically update
and supersede this information. All documents filed by Rowan Companies, Inc.
(the "Company") and by the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be a
part thereof from the date of filing of such documents. This registration
statement on Form S-8 hereby incorporates by reference the contents of the
following documents filed by the Company with the SEC pursuant to the Exchange
Act.
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(ii) The Company's Quarterly Report on Form 10-Q dated March 31, 1999.
(iii) The description of the Common Stock contained in the Company's
registration statement on Form 8-A (no. 1-5491) filed with the SEC on
May 13, 1993 and the description of the Preferred Stock Purchase
Rights contained in the Company's registration statement on
Form 8-A/A filed with the SEC on August 6, 1997, in each case as
amended.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this registration
statement because 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 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 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.
<PAGE> 3
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this registration
statement.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Restated Certificate of Incorporation of the Company dated February
17, 1984 incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491)
and Exhibits 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 below.
4.2 Bylaws of the Company, amended as of July 14, 1998, incorporated by
reference to Exhibit 3 to the Company's Form 10-Q for the fiscal
quarter ended June 30, 1998 (File No. 1-5491).
4.3 Rights Agreement as amended between the Company and Citibank, N.A.
as Rights Agent incorporated by reference to Exhibit 4d to the
Company's Form 10-K for the fiscal year ended December 31, 1997
(File No. 1-5491).
4.4 Certificate of Change of Address of Registered Office and of
Registered Agent dated July 25, 1984 incorporated by reference to
Exhibit 4.4 to the Company's Registration Statement No. 333-84369
on Form S-8 (File No. 1-5491).
4.5 Certificate of Amendment of Certificate of Incorporation dated
April 24, 1987 incorporated by reference to Exhibit 4.5 to the
Company's Registration Statement No. 333-84369 on Form S-8 (File
No. 1-5491).
4.6 Certificate of Designation of the Company's Series A Junior
Preferred Stock dated March 2, 1992 incorporated by reference to
Exhibit 4.6 to the Company's Registration Statement No. 333-84369
on Form S-8 (File No. 1-5491).
4.7 Certificate of Designation of the Company's Series III Preferred
Stock dated November 30, 1994 incorporated by reference to Exhibit
4.7 to the Company's Registration Statement No. 333-84369 on Form
S-8 (File No. 1-5491).
4.8 Certificate of Designation of (and Certificate of Correction
related thereto) the Company's Series A Preferred Stock dated
August 5, 1998 and January 28, 1999, respectively, incorporated by
reference to Exhibit 4.8 to the Company's Registration Statement
No. 333-84369 on Form S-8 (File No. 1-5491).
4.9 Certificate of Designation of the Company's Series B Preferred
Stock dated June 24, 1999 incorporated by reference to Exhibit 4.9
to the Company's Registration Statement No. 333-84369 on Form S-8
(File No. 1-5491).
5.1 Opinion of Andrews & Kurth L.L.P., counsel for Rowan Companies,
Inc. (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
24 Powers of Attorney.
99.1 Rowan Companies, Inc. 1998 Nonemployee Director Stock Option Plan
incorporated by reference to Appendix A to the Company's Notice of
Annual Meeting of Stockholders and Proxy Statement dated March 13,
1998.
</TABLE>
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 this 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 this
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this 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 with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
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 this 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 provisions set forth under Item 6. of this
registration statement, or otherwise, the registrant has been advised that in
the opinion of the SEC 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.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 August 3, 1999.
ROWAN COMPANIES, INC.
(Registrant)
By: C. R. PALMER
C. R. Palmer,
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, 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. R. PALMER Chairman of the Board, August 3, 1999
(C. R. Palmer) President and Chief
Executive Officer
E. E. THIELE Principal Financial Officer August 3, 1999
(E. E. Thiele)
WILLIAM H. WELLS Principal Accounting Officer August 3, 1999
(William H. Wells)
*RALPH E. BAILEY Director August 3, 1999
(Ralph E. Bailey)
*HENRY O. BOSWELL Director August 3, 1999
(Henry O. Boswell)
*HANS M. BRINKHORST Director August 3, 1999
(Hans M. Brinkhorst)
*R. G. CROYLE Director August 3, 1999
(R. G. Croyle)
*(H. E. LENTZ) Director August 3, 1999
(H. E. Lentz)
*D. F. MCNEASE Director August 3, 1999
(D. F. McNease)
*LORD MOYNIHAN Director August 3, 1999
(Lord Moynihan)
*WILFRED P. SCHMOE Director August 3, 1999
(Wilfred P. Schmoe)
*CHARLES P. SIESS, JR. Director August 3, 1999
(Charles P. Siess, Jr.)
*C. W. YEARGAIN Director August 3, 1999
(C. W. Yeargain)
*BY C. R. PALMER
(C. R. Palmer, Attorney-in-fact)
</TABLE>
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company dated February
17, 1984 incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491)
and Exhibits 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 below.
4.2 Bylaws of the Company, amended as of July 14, 1998, incorporated by
reference to Exhibit 3 to the Company's Form 10-Q for the fiscal
quarter ended June 30, 1998 (File No. 1-5491).
4.3 Rights Agreement as amended between the Company and Citibank, N.A.
as Rights Agent incorporated by reference to Exhibit 4d to the
Company's Form 10-K for the fiscal year ended December 31, 1997
(File No. 1-5491).
4.4 Certificate of Change of Address of Registered Office and of
Registered Agent dated July 25, 1984 incorporated by reference to
Exhibit 4.4 to the Company's Registration Statement No. 333-84369
on Form S-8 (File No. 1-5491).
4.5 Certificate of Amendment of Certificate of Incorporation dated
April 24, 1987 incorporated by reference to Exhibit 4.5 to the
Company's Registration Statement No. 333-84369 on Form S-8 (File
No. 1-5491).
4.6 Certificate of Designation of the Company's Series A Junior
Preferred Stock dated March 2, 1992 incorporated by reference to
Exhibit 4.6 to the Company's Registration Statement No. 333-84369
on Form S-8 (File No. 1-5491).
4.7 Certificate of Designation of the Company's Series III Preferred
Stock dated November 30, 1994 incorporated by reference to Exhibit
4.7 to the Company's Registration Statement No. 333-84369 on Form
S-8 (File No. 1-5491).
4.8 Certificate of Designation of (and Certificate of Correction
related thereto) the Company's Series A Preferred Stock dated
August 5, 1998 and January 28, 1999, respectively, incorporated by
reference to Exhibit 4.8 to the Company's Registration Statement
No. 333-84369 on Form S-8 (File No. 1-5491).
4.9 Certificate of Designation of the Company's Series B Preferred
Stock dated June 24, 1999 incorporated by reference to Exhibit 4.9
to the Company's Registration Statement No. 333-84369 on Form S-8
(File No. 1-5491).
5.1 Opinion of Andrews & Kurth L.L.P., counsel for Rowan Companies,
Inc. (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
24 Powers of Attorney.
99.1 Rowan Companies, Inc. 1998 Nonemployee Director Stock Option Plan
incorporated by reference to Appendix A to the Company's Notice of
Annual Meeting of Stockholders and Proxy Statement dated March 13,
1998.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
August 2, 1999
Board of Directors
Rowan Companies, Inc.
2800 Post Oak Boulevard
Suite 5450
Houston, Texas 77056-6196
Gentlemen:
We have acted as counsel to Rowan Companies, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the issuance of up to 200,000 shares (the "Shares") of the Company's
common stock, par value $.125 per share, pursuant to the 1998 Nonemployee
Directors Stock Option Plan (the "Directors Stock Option Plan").
As a basis for the opinions hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents, certificates of
public and corporate officials and other agreements, contracts, documents and
instruments as we have deemed necessary for purposes of the opinions hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies. As to all matters of fact material to such opinions, we have relied upon
representations of officers of the Company.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that such Shares will, when issued in accordance with
the terms of the Directors Stock Option Plan, be validly issued, fully paid and
nonassessable.
This opinion is limited in all respects to the General Corporation Law
of the State of Delaware and the laws of the United States of America insofar as
such laws are applicable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
Andrews & Kurth L.L.P.
600 Travis, Suite 4200
Houston, Texas 77002
1173/2450
<PAGE> 1
EXHIBIT 23.1
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 1, 1999, and
incorporated by reference in the Annual Report on Form 10-K of Rowan Companies,
Inc. for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Houston, Texas
July 28, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the 1998
Nonemployee Directors Stock Option Plan
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rowan Companies, Inc., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint C. R. Palmer and E. E. Thiele, and each of them acting
individually, his true and lawful attorney with power to act without the other
with full power of substitution and resubstitution in each, to execute, deliver
and file, for and on behalf, and in his name and in his capacity or capacities
as aforesaid, a Registration Statement on Form S-8 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on exercise of grants under the 1998 Nonemployee
Directors Stock Option Plan, and any and all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein, hereby
granting to said attorneys and each of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or capacities
as aforesaid, hereby ratifying and confirming all acts and thing which said
attorney or attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 3rd day of August, 1999.
/s/ Ralph E. Bailey
--------------------------
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the 1998
Nonemployee Directors Stock Option Plan
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rowan Companies, Inc., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint C. R. Palmer and E. E. Thiele, and each of them acting
individually, his true and lawful attorney with power to act without the other
with full power of substitution and resubstitution in each, to execute, deliver
and file, for and on behalf, and in his name and in his capacity or capacities
as aforesaid, a Registration Statement on Form S-8 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on exercise of grants under the 1998 Nonemployee
Directors Stock Option Plan, and any and all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein, hereby
granting to said attorneys and each of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or capacities
as aforesaid, hereby ratifying and confirming all acts and thing which said
attorney or attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 3rd day of August, 1999.
/s/ Henry O. Boswell
--------------------------
<PAGE> 3
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the 1998
Nonemployee Directors Stock Option Plan
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rowan Companies, Inc., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint C. R. Palmer and E. E. Thiele, and each of them acting
individually, his true and lawful attorney with power to act without the other
with full power of substitution and resubstitution in each, to execute, deliver
and file, for and on behalf, and in his name and in his capacity or capacities
as aforesaid, a Registration Statement on Form S-8 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on exercise of grants under the 1998 Nonemployee
Directors Stock Option Plan, and any and all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein, hereby
granting to said attorneys and each of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or capacities
as aforesaid, hereby ratifying and confirming all acts and thing which said
attorney or attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 3rd day of August, 1999.
/s/ Hans M. Brinkhorst
--------------------------
<PAGE> 4
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the 1998
Nonemployee Directors Stock Option Plan
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rowan Companies, Inc., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint C. R. Palmer and E. E. Thiele, and each of them acting
individually, his true and lawful attorney with power to act without the other
with full power of substitution and resubstitution in each, to execute, deliver
and file, for and on behalf, and in his name and in his capacity or capacities
as aforesaid, a Registration Statement on Form S-8 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on exercise of grants under the 1998 Nonemployee
Directors Stock Option Plan, and any and all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein, hereby
granting to said attorneys and each of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or capacities
as aforesaid, hereby ratifying and confirming all acts and thing which said
attorney or attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 3rd day of August, 1999.
/s/ R. G. Croyle
--------------------------
<PAGE> 5
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the 1998
Nonemployee Directors Stock Option Plan
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rowan Companies, Inc., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint C. R. Palmer and E. E. Thiele, and each of them acting
individually, his true and lawful attorney with power to act without the other
with full power of substitution and resubstitution in each, to execute, deliver
and file, for and on behalf, and in his name and in his capacity or capacities
as aforesaid, a Registration Statement on Form S-8 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on exercise of grants under the 1998 Nonemployee
Directors Stock Option Plan, and any and all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein, hereby
granting to said attorneys and each of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or capacities
as aforesaid, hereby ratifying and confirming all acts and thing which said
attorney or attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 3rd day of August, 1999.
/s/ H. E. Lentz
--------------------------
<PAGE> 6
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the 1998
Nonemployee Directors Stock Option Plan
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rowan Companies, Inc., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint C. R. Palmer and E. E. Thiele, and each of them acting
individually, his true and lawful attorney with power to act without the other
with full power of substitution and resubstitution in each, to execute, deliver
and file, for and on behalf, and in his name and in his capacity or capacities
as aforesaid, a Registration Statement on Form S-8 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on exercise of grants under the 1998 Nonemployee
Directors Stock Option Plan, and any and all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein, hereby
granting to said attorneys and each of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or capacities
as aforesaid, hereby ratifying and confirming all acts and thing which said
attorney or attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 3rd day of August, 1999.
/s/ D. F. McNease
--------------------------
<PAGE> 7
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the 1998
Nonemployee Directors Stock Option Plan
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rowan Companies, Inc., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint C. R. Palmer and E. E. Thiele, and each of them acting
individually, his true and lawful attorney with power to act without the other
with full power of substitution and resubstitution in each, to execute, deliver
and file, for and on behalf, and in his name and in his capacity or capacities
as aforesaid, a Registration Statement on Form S-8 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on exercise of grants under the 1998 Nonemployee
Directors Stock Option Plan, and any and all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein, hereby
granting to said attorneys and each of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or capacities
as aforesaid, hereby ratifying and confirming all acts and thing which said
attorney or attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 3rd day of August, 1999.
/s/ Lord Moynihan
--------------------------
<PAGE> 8
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the 1998
Nonemployee Directors Stock Option Plan
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rowan Companies, Inc., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint C. R. Palmer and E. E. Thiele, and each of them acting
individually, his true and lawful attorney with power to act without the other
with full power of substitution and resubstitution in each, to execute, deliver
and file, for and on behalf, and in his name and in his capacity or capacities
as aforesaid, a Registration Statement on Form S-8 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on exercise of grants under the 1998 Nonemployee
Directors Stock Option Plan, and any and all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein, hereby
granting to said attorneys and each of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or capacities
as aforesaid, hereby ratifying and confirming all acts and thing which said
attorney or attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 3rd day of August, 1999.
/s/ Wilfred P. Schmoe
--------------------------
<PAGE> 9
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the 1998
Nonemployee Directors Stock Option Plan
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rowan Companies, Inc., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint C. R. Palmer and E. E. Thiele, and each of them acting
individually, his true and lawful attorney with power to act without the other
with full power of substitution and resubstitution in each, to execute, deliver
and file, for and on behalf, and in his name and in his capacity or capacities
as aforesaid, a Registration Statement on Form S-8 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on exercise of grants under the 1998 Nonemployee
Directors Stock Option Plan, and any and all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein, hereby
granting to said attorneys and each of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or capacities
as aforesaid, hereby ratifying and confirming all acts and thing which said
attorney or attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 3rd day of August, 1999.
/s/ Charles P. Siess, Jr.
----------------------------
<PAGE> 10
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the 1998
Nonemployee Directors Stock Option Plan
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Rowan Companies, Inc., a Delaware corporation (the "Company"), does hereby make,
constitute and appoint C. R. Palmer and E. E. Thiele, and each of them acting
individually, his true and lawful attorney with power to act without the other
with full power of substitution and resubstitution in each, to execute, deliver
and file, for and on behalf, and in his name and in his capacity or capacities
as aforesaid, a Registration Statement on Form S-8 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on exercise of grants under the 1998 Nonemployee
Directors Stock Option Plan, and any and all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein, hereby
granting to said attorneys and each of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorney or attorneys
may deem necessary or advisable to carry out fully the intent of the foregoing
as the undersigned might or could do personally or in the capacity or capacities
as aforesaid, hereby ratifying and confirming all acts and thing which said
attorney or attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 3rd day of August, 1999.
/s/ C. W. Yeargain
--------------------------
