<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 1999
REGISTRATION NO. 333-
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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)
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<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.
RESTATED 1988 NONQUALIFIED
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
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<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
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<S> <C> <C> <C> <C>
Common Stock, $.125 par value(3) 3,000,000(1) $18.78125(2) $56,343,750(2) $15,663.56
=================================================================================================================================
</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.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
As a participant in the 1988 Restated Nonqualified 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.
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Restated Certificate of Incorporation of the Company dated
February 17, 1984 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.
4.5 Certificate of Amendment of Certificate of Incorporation dated
April 24, 1987.
4.6 Certificate of Designation of the Company's Series A Junior
Preferred Stock dated March 2, 1992.
4.7 Certificate of Designation of the Company's Series III Preferred
Stock dated November 30, 1994.
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.
4.9 Certificate of Designation of the Company's Series B Preferred
Stock dated June 24, 1999.
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. Restated 1988 Nonqualified Stock Option
Plan incorporated by reference to Appendix C to the Company's
Notice of Annual Meeting of Stockholders and Proxy Statements
dated March 13, 1998.
</TABLE>
<PAGE> 4
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.
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<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
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Restated Certificate of Incorporation of the Company dated
February 17, 1984 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.
4.5 Certificate of Amendment of Certificate of Incorporation dated
April 24, 1987.
4.6 Certificate of Designation of the Company's Series A Junior
Preferred Stock dated March 2, 1992.
4.7 Certificate of Designation of the Company's Series III Preferred
Stock dated November 30, 1994.
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.
4.9 Certificate of Designation of the Company's Series B Preferred
Stock dated June 24, 1999.
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. Restated 1988 Nonqualified Stock Option
Plan incorporated by reference to Appendix B to the Company's
Notice of Annual Meeting of Stockholders and Proxy Statement
dated March 13, 1998.
</TABLE>
<PAGE> 1
EXHIBIT 4.1
RESTATED CERTIFICATE OF INCORPORATION
OF
ROWAN COMPANIES, INC.
Rowan Companies, Inc. (formerly Rowan Drilling Company, Inc.), a
corporation organized under the General Corporation Law of the State of
Delaware on December 15, 1947 (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said Corporation, at a meeting
duly convened and held in accordance with Sections 141 and 245 of the General
Corporation Law of the State of Delaware adopted the following resolution
proposing and declaring advisable the following restatement of the Certificate
of Incorporation which accurately copies the entire Certificate of
Incorporation, as amended, and which does not further amend the provisions of
the Certificate of Incorporation, as amended, but merely restates and integrates
such provisions:
RESOLVED, that the Certificate of Incorporation, as amended, of Rowan
Companies, Inc. be restated in its entirety so that said Certificate of
Incorporation shall be and read as follows:
"CERTIFICATE OF INCORPORATION
OF
ROWAN COMPANIES, INC.
"FIRST. The name of the Corporation is ROWAN COMPANIES, INC.
"SECOND. Its registered office in the State of Delaware is located at
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name and address of its registered agent is The Corporation Trust Company, No.
100 West Tenth Street, Wilmington, Delaware.
"THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:
"To establish and maintain a drilling business, with authority to own
and operate drilling rigs, machinery, tools, and apparatus necessary in the
boring or otherwise sinking of wells and the production of oil, gas, or
water, or either, and the purchase and sale of such goods, wares, and
merchandise used for such business.
<PAGE> 2
"To establish and maintain an offshore drilling business to operate in
waters under the jurisdiction of the United states of America or any State
thereof or in waters under the jurisdiction of any other governmental entity,
domestic or foreign, and with authority to own and operate offshore drilling
rigs, vessels, machinery, tools and apparatus necessary or desirable in the
boring or sinking of wells in offshore waters and the production of oil, gas, or
water and the purchase and sale of such goods, wares and merchandise as may be
utilized in such business.
"To establish and maintain a business for the conduct of research and
operation in the field of oceanography pertaining to all phases thereof, with
authority to conduct such business in waters under jurisdiction of the United
States of America, or in any State thereof, or in waters of any other
governmental entity, or in waters not under the jurisdiction of any governmental
entity and with authority to operate any machinery, tools and apparatus
necessary or desirable for the conduct of such business and to conduct all
phases of the corporation's business in all waters and land areas of the world.
"To acquire, bring together, hold, dispose of, and deal in royalty and
other interests in minerals, and to manage, control, and exploit said mineral
interests, and to collect the revenue arising therefrom.
"To store, transport, buy, and sell oil, gas, salt, brine, and other
mineral solutions; also sand and clay, for the manufacture and sale of clay
products.
"To establish and maintain an oil business, with authority to contract
for the lease and purchase of the right to prospect for, develop, and use coal
and other minerals, petroleum and gas, also the right to erect, build, and own
all necessary oil tanks, cars, and pipes necessary for the operation of the
business of the same.
"To buy, sell and furnish oil and gas for light, heat and other
purposes; to lay down, construct, maintain, and operate pipelines, tubes, tanks,
pump stations, connections, fixtures, storage houses and such machinery,
apparatus, devices, and arrangements as may be necessary to operate such pipe
and pipelines between different points in this State.
"For the transportation of sand and clay, this corporation shall have
the right to construct, maintain, and operate aerial tramways, a system
consisting of wire cable supported by wooden, concrete, or steel towers, over
which buckets or carriers are propelled; and may own such connections, fixtures,
guy lines, and all necessary devices, storage houses, and such machinery,
apparatus and arrangements as may be necessary to operate such aerial tramways
between different points in this State.
"To own, hold, use, and occupy such lands, right of way, easements,
franchises, buildings, and structures as may be necessary for the purposes of
such corporation, and to acquire the same by right of eminent domain under the
laws
<PAGE> 3
of any state in which said remedy may be resorted to authorizing the same.
"To accumulate and lend money, to sell and deal in notes, bonds, and
securities, to act as trustee under any lawful express trust committed to it by
contract, and as agent for the performance of any lawful act; to subscribe for,
purchase, invest in, build, own, assign, hold, pledge and otherwise deal in and
dispose of shares of capital stock, bonds, mortgages, debentures, notes,
assignments, and other securities or obligations, contracts and evidences of
indebtedness of foreign or domestic corporations to borrow money or issue
debentures for carrying out any or all purposes above enumerated.
"To compile and own, or to acquire and own, records or abstracts of
title to lands and interests in lands; and to insure titles to lands, or
interests therein, and indemnify the owners of such lands or the holders of
interests in or liens on such lands, against loss or damage on account of
encumbrances upon or defects in the titles of such lands, or interests therein,
and to make and sell abstracts of title.
"To work up, apply for, secure, and buy and sell patents involving
processes or equipment in prospecting for producing, refining, and/or handling
in any way, or determining the location of, any oil, gas, or other minerals, and
for any other purpose, and to sell royalties thereunder, and to collect
royalties thereunder, and to buy and sell rights under applications for patents
of any and all kinds.
"To buy and sell, at wholesale and/or retail, goods, wares, and
merchandise of all kinds and character, including all kinds of equipment and
real and personal property.
"The support of any literary, charitable, or scientific undertaking.
"To buy, sell, and hold real estate of all kinds and all kinds of
interests therein and covenants relating thereto.
"To construct and maintain telegraph and telephone lines.
"To engage in radio telegraphy and telephony and wireless telegraphy
and telephony, with authority to own, lease, conduct, maintain, and operate all
the necessary plants, equipment and facilities thereto pertaining.
"To supply water to the public and/or to private persons.
"To cultivate for agricultural purposes lands owned, leased, or under
the control of said corporation, and manufacture the products therefrom, and
purchase, barter, and sell the same.
"To construct, maintain, and operate canals, ditches, flumes, feeders,
laterals, dams, reservoirs, lakes, and wells for conserving, storing,
conducting, and transferring water, oil, and minerals in general.
<PAGE> 4
"To establish, maintain, erect, or repair a hotel, office building, or
apartment house, and other buildings.
"To transact any manufacturing or mining business, and to do a general
advertising business.
"To design, purchase, and sell steel, iron, and other metal products,
and the manufacture of any or all of the same, and to design, sell, construct,
and erect engineering and architectural structures, including derricks and
structures of every kind whatsoever, and to contract for the construction and
erection of same.
"To take and promote stock in manufacturing companies and other
corporations.
"To organize exchanges, with authority to deal in the stocks of mining
companies.
"To audit books, accounts, and transactions of persons, firms, or
corporations, private, public, or municipal.
"To construct or maintain any species of roads, railroads, and
bridges, and to maintain toll roads, as well as ferries.
"To establish and maintain garages, with authority to purchase, sell,
store, house, rent, operate, repair, and otherwise deal in automobiles and
other motor vehicles and their accessories, gasoline, and oils necessary to
the operation of motor vehicles, including the right to deal likewise with
horses, mules, and stables, airplanes, steamships, and other vessels, and other
vehicles or instruments of transportation.
"To transport goods, wares, and merchandise of all kinds, or any
valuable thing.
"To build, maintain, and operate a line of railroads to mines, gins,
quarries, manufacturing plants, and mills, and the construction, operation, and
maintenance of terminal railways and likewise, to build and navigate steamboats
and vessels, and to carry persons and property therein.
"The acquisition, construction, maintenance, operation, and owning the
power and illuminating plants and systems of every character.
"To buy, contract for, lease, and in any and all other ways, acquire,
take, hold and own, and to sell, mortgage, lease or otherwise dispose of lands,
mining claims, mineral rights, oil wells, gas wells, oil lands, gas lands and
other real property, and rights and interests in and to real property, and to
manage, operate, maintain, improve, and develop the said properties, and each
and all of them.
"To buy, contract for, lease, and in any and all other ways, acquire,
take, hold, and own, and to sell, mortgage, lease, and otherwise dispose of
all rights of way, easements, franchises, and rights thereto, and to deal in
the same in every way.
<PAGE> 5
"To buy, contract for, lease and in any and all other ways acquire,
take hold and own personal property of every character and description, and to
sell, mortgage, lease and otherwise dispose of the same.
"To engage in any kind of manufacturing business and to buy, contract
for, lease, construct and otherwise acquire, take, hold and own, and to sell,
mortgage, lease or otherwise dispose of, manufacturing plants, and to
manage, operate, maintain, improve and develop the same.
"To buy, construct, contract for, lease and in any and all other ways,
acquire, take, hold and own refineries for the treatment of petroleum and other
mineral oils and gases; the tanks and other facilities for the storage thereof;
the pipe lines and other facilities for the distribution thereof; and the
manufacturing plants, works and appurtenances for the production, distribution,
and sale of petroleum, oil, gas, and of any and all refinements and by-products
thereof; to prospect for oil, to drill oil wells and to develop the same; to
refine crude oil, to improve, maintain, operate and develop, and to sell,
mortgage, lease or otherwise dispose of the said properties, and to sell or
otherwise dispose of such petroleum oil and all refinements and by-products
thereof.
"To enter into, maintain, operate or carry on in all its branches the
business of mining and of drilling, boring, and exploring for, producing,
refining, treating, distilling, manufacturing, piping, carrying, handling,
storing, and dealing in, buying and selling petroleum, oil, natural gas,
asphaltum, bitumen, bituminous rock, and any and all other mineral and
hydrocarbon substances, and any and all products or by-products which may
be derived from said substances or either of them; and for such or any of such
purposes to buy, contract for, lease, and in any and all other ways acquire,
take, hold, and own, and to sell, mortgage, lease and otherwise dispose of,
and to construct, manage, maintain, deal in and operate mines, refineries, pipe
lines, tanks, machinery, wharves, steam, sailing and other vessels or
water-craft of every kind, character and description, and otherwise to deal
in, operate, establish, promote, carry on, conduct and manage any and all
other property and appliances that may in anywise be deemed advisable in
connection with the business of the corporation or any branch thereof, or that
may be deemed convenient at any time by the Board of Directors of the
corporation.
"To do engineering and contracting in the designing, construction,
improvement, extension, maintenance, and repair of oil or gas plants, including
pipe lines, tanks, and other appliances thereto appertaining; also in the
opening, developing, and operating of petroleum, gas and oil wells, both for
the corporation and for others.
"To manufacture, buy, sell and otherwise deal in gas and oil
machinery and appliances; also, lumber, stone, brick, steel, iron and other
materials in connection with the building, erection construction, development,
improvement, extension, maintenance and repair of the properties herein
enumerated, both for this corporation and for others.
<PAGE> 6
"To prepare, buy, and sell photographs, maps, plans, sketches,
analyses, appraisals, and papers on the location of, method of recovery,
discovery, production, refining, transportation, and marketing of oil, gas and
other minerals, and of lands in general, and to show subsurface conditions in
and under any lands.
"To assemble, educate, train, and maintain a competent staff of
geologists and petroleum engineers and experts of all kinds, and to contract for
their services and the information compiled by them.
"To the same extent as natural persons might or could do, to purchase
or otherwise acquire, and to hold, own, maintain, work, develop, sell, lease,
exchange, hire, convey, mortgage or otherwise dispose of and deal in, lands and
lease-holds, and any interest, estate, and rights in real property, and any
personal or mixed property, and any franchises, patents, rights, copyrights,
trademarks, trade names, brands, labels, licenses, or privileges necessary,
convenient, or appropriate.
"To do all and everything necessary, suitable, and proper for the
accomplishment of any of the purposes or the attainment of any of the objects or
the furtherance of any of the powers hereinbefore set forth, either alone or in
association with other corporations, firms or individuals, and to do every other
act or acts, thing or things incidental or appurtenant to or growing out of or
connected with the aforesaid business or powers or any part or parts thereof,
provided the same be not inconsistent with the laws under which said corporation
attempts to do the same.
"To acquire by purchase, subscription, or otherwise, and to hold for
investment or otherwise and to use, sell, assign, transfer, mortgage, pledge, or
otherwise deal with or dispose of stocks, bonds or any other obligations or
securities of any corporation or corporations; to merge or consolidate with any
corporation in such manner as may be permitted by law; to aid in any manner any
corporation whose stocks, bonds, or other obligations are held or in any manner
guaranteed by the company, or in which the company is in any way interested; and
to do any other acts or things for the preservation, protection, improvement or
enhancement of the value of any such stocks, bonds or other obligations, or to
do any acts or things designed for any such purpose; and while owner of any such
stock, bonds or other obligations to exercise all the rights, powers and
privileges of ownership thereof, and to exercise any and all voting powers
thereon; to guarantee the payment of dividends upon any stock, or the principal
or interest or both of any bonds or other obligations, and the performance of
any contracts.
"The business or purpose of the company is from time to time to do any
one or more of the acts and things hereinabove set forth, and it shall have
power to conduct and carry on its said business, or any part thereof, and to
have one or more offices, and to exercise all or any of its corporate powers and
rights, in the State of Delaware, and in the various other states, territories,
colonies, and dependencies
<PAGE> 7
of the United States, in the District of Columbia, and in all or any foreign
countries.
"The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the objects and purposes specified in each
of the foregoing clauses of this article shall be regarded as independent
objects and purposes.
"FOURTH. The total number of shares of capital stock which the
Corporation shall have the authority to issue is One Hundred Fifty Five Million
(155,000,000) of which Five Million (5,000,000) shares, par value One Dollar
($1.00) per share, shall be Preferred Stock, and of which One Hundred Fifty
Million (150,000,000) shares, par value Twelve and one-half Cents ($.125) per
share, shall be Common Stock."
"A. Preferred Stock.
"The designations and the powers, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, of the Preferred Stock, shall be as follows:
"1. Series. The Preferred Stock may be divided into such amounts
and issued from time to time in one or more series as may be fixed and
determined by the Board of Directors. The designations and the powers,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of the Preferred Stock of
each series shall be such as are provided herein and as shall be stated in any
resolution or resolutions adopted by the Board of Directors providing for the
issue of such series of Preferred Stock, any such resolution or resolutions
being herein called a "Directors' Resolution". The Board of Directors is hereby
authorized to fix and determine such variations in the relative, participating,
optional or other special rights and preferences, and qualifications,
limitations or restrictions thereof, as between series as shall be stated in a
Directors' Resolution, and such authority in the Board of Directors shall
include, without limitation thereof, the determination of any or all of the
following and the shares of each series may vary from the share of any other
series in the following respects: (a) the designation of each series, (b) the
voting rights of the holders of shares of any series, (c) the number of shares
constituting any such series, (d) the rate or amount of dividends if any, and
the determination of whether any such dividends shall be cumulative or
non-cumulative, (e) the price at and the terms and conditions on which shares
of any such series may be redeemed, (f) preference rights upon, and the amounts
payable in the event of, liquidation, dissolution or winding up, (g) sinking
fund provisions for the redemption or purchase of shares of any such series,
(h) the terms and conditions on which shares of any such series may be
converted if such shares are issued with a privilege of conversion, and (i)
any other special rights of the shares of any such series as the Board of
Directors shall determine in its Director's Resolution.
"2. Dividends. The Preferred Stock of each series may be entitled
to receive, when and as declared by the Board of Directors, dividends payable at
the rate and on
<PAGE> 8
such other terms and conditions (including the cumulative or non-cumulative
nature thereof) as may be fixed for such series, in preference to dividends on
the Common Stock or on any other shares of capital stock of the Corporation
ranking junior to the Preferred Stock as to dividends (herein called "Junior
Stock").
"3. Voting. So long as any shares of Preferred Stock are
outstanding, the Corporation shall not amend, alter or repeal any of the
provisions of the Certificate of Incorporation (which term includes each and all
Directors' Resolutions) so as to affect adversely the rights, powers or
preferences of any one or more series of Preferred Stock or of the holders
thereof without the consent of the holders of at least two-thirds (2/3) of the
total number of outstanding shares of the several series so affected or of the
single series solely affected, given in person or by proxy, by vote at a meeting
called for that purpose. In the application of these provisions, any amendment
which would increase the number of authorized shares of Preferred Stock or which
would authorize or create any shares of stock ranking prior to or on a parity
with the Preferred Stock as to dividends or as to distribution of assets, shall
be considered as affecting adversely the right of all outstanding shares of
Preferred Stock, but the consent of the holders of only a majority of
outstanding shares of Preferred Stock will be required to authorize an amendment
which increases the number of authorized shares of Preferred Stock or which
authorizes or creates shares of stock ranking on a parity with the preferred
stock as to dividends or as to distribution of assets. The holders of shares of
preferred stock shall have no voting power in the election of directors or for
any other purposes, except as otherwise expressly provided herein, in a
Directors' Resolution, or by law.
"4. Special Directors. The Board of Directors, in a Directors'
Resolution, may provide that whenever at any time or times dividends payable on
any series of Preferred Stock shall be in arrears in the equivalent of at least
six quarterly dividends, there shall be vested in the holders of the shares of
all outstanding Preferred Stock, voting as one class and with one vote for each
share, the right to elect a maximum of two (2) additional directors of the
Corporation. Such right of the holders of shares of Preferred Stock to vote for
the election of directors may be exercised at any annual meeting or at any
special meeting called for such purpose, or at any adjournment thereof, until
all arrearages in cumulative dividends, if any, on the outstanding shares of
each series of Preferred Stock shall have been paid in full or declared and
funds sufficient for the payment thereof deposited in trust, and until any
non-cumulative dividends on the outstanding shares of each series of Preferred
Stock shall have been paid regularly for at least a year, and when so paid or
provided for, then all rights of the holders of shares of Preferred Stock under
this paragraph shall cease. So long as such right to vote continues, the
Secretary of the Corporation may, and upon the written request of the holders of
record of ten percent (10%) or more of the outstanding shares of any series of
Preferred Stock as to which dividends are in arrears as aforesaid, addressed to
the Secretary at the principal office of the Corporation, shall call a special
meeting of the holders of the shares of Preferred Stock for the election of such
directors as provided herein. Such meeting shall be held within fifty (50) days
after delivery of such request to
<PAGE> 9
such Secretary at the place and upon the notice provided by law and in the
bylaws of the Corporation for the holding of meetings of its stockholders. If at
any such meeting or at any adjournment thereof, the holders of at least a
majority of the then outstanding shares of Preferred Stock entitled to vote in
such election shall be present or represented by proxy, then, by vote of the
holders of at least a majority of all such shares of Preferred Stock present or
represented at such meeting, the then authorized number of directors of the
Corporation shall be increased and the holders of such shares of Preferred Stock
shall be entitled to elect such additional directors. Directors so elected shall
serve until the next annual meeting or until their successors shall be elected
and shall qualify; provided, however, that whenever all arrearages in cumulative
dividends on all outstanding shares of Preferred Stock shall have been paid or
declared and funds sufficient for the payment thereof deposited in trust, and
whenever all non-cumulative dividends on all outstanding shares of Preferred
Stock shall have been paid regularly for at least a year, the term of office of
the persons so elected as directors shall forthwith terminate, and the number of
the whole Board of Directors of the Corporation shall be reduced accordingly. In
case of any vacancy occurring among the directors so elected, the remaining
directors who shall have been so elected may appoint a successor to hold office
for the unexpired term of the director whose place shall be vacant. If all
directors so elected by the holders of Preferred Stock shall cease to serve as
directors before their terms shall expire, the holders of Preferred Stock then
outstanding may, at a special meeting of the holders called as provided above,
elect successors to hold office for the unexpired terms of the directors whose
places shall be vacant. In any vote under this Paragraph 4, each share of the
Preferred Stock shall be entitled to one vote.
"5. Liquidation Preference. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the Preferred Stock of each series shall be entitled to payment of such amount
or amounts in preference to any payments on Junior Stock, as shall be provided
in the Directors' Resolution providing for the issuance of such shares. In any
such event, if the assets available for distribution shall be insufficient to
permit payment of the full preferential amount due to all holders of Preferred
Stock, then distributions shall be made ratably among such holders according to
the amount due each. The merger of this Corporation with and into, the
consolidation of this Corporation with, and the sale of all or substantially all
of the assets of this Corporation to another corporation, association or person
shall not constitute a liquidation, dissolution or winding up of the Corporation
for purposes of this paragraph 5.
"B. Common Stock
"1. Dividends and Voting. When dividends on the Preferred Stock, if
any, to the extent of the preference to which such Preferred Stock is entitled,
shall have been paid or declared and set apart for payment, such dividends
(payable in cash, stock or otherwise) as may be determined by the Board of
Directors may be declared and paid on the Common Stock from time to time out of
any funds legally available therefore. The holders of Common Stock shall
possess voting power for the election of directors and for
<PAGE> 10
all other purposes, subject to such limitations as may be imposed by law and by
any provision of this Certificate of Incorporation. In the exercise of its
voting power, the Common Stock shall be entitled to one vote for each share
held.
"2. Liquidation. After payment shall have been made to the holders of
the Preferred Stock, if any, in the amounts to which such holders may be
entitled in the event of any liquidation or dissolution or winding up of the
affairs of the Corporation, the remaining assets and funds of the Corporation
shall be distributed ratably among the holders of the Common Stock according to
their respective shares.
"C. Denial of Preemptive Rights
"No holder of shares of any class of the Corporation shall have any
preemptive right to subscribe for or acquire additional shares of the
Corporation of the same or any other class, whether such shares shall be hereby
or hereafter authorized; and no holder of shares of any class of the Corporation
shall have any right to acquire any shares which may be held in the treasury of
the Corporation; all such additional or treasury shares may be sold for such
consideration, at such time, and to such person or persons as the Board of
Directors may from time to time determine.
"FIFTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000.00).
"SIXTH. The existence of this corporation is to be perpetual.
"SEVENTH. The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.
"EIGHTH. All of the powers of this Corporation, insofar as the same may be
lawfully vested by this Certificate of Incorporation in the Board of Directors,
are hereby conferred upon the Board of Directors of this Corporation. In
furtherance and not in limitation of that power the Board of Directors shall
have the power to make, adopt, alter, amend and repeal from time to time By-Laws
of this Corporation, subject to the right of the stockholders entitled to vote
with respect thereto to adopt, alter, amend and repeal By-Laws made by the Board
of Directors; provided, however, that By-Laws shall not be adopted, altered,
amended or repealed by the stockholders of the Corporation except by the vote of
the holders of not less than eighty percent (80%) of the outstanding shares of
capital stock of the Corporation normally entitled to vote in the election of
directors.
"NINTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code, or on the
application of trustees in
<PAGE> 11
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said Court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and said reorganization shall, if sanctioned by the
Court to which the said application has been made, be binding upon all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
"TENTH. (A) Subject to the provisions of any series of Preferred Stock
which may at the time be outstanding, the affirmative vote of the holders of not
less than eighty percent (80%) of the outstanding shares of capital stock of
this Corporation normally entitled to vote in the election of directors shall be
required for the approval or authorization of any "business combination" (as
hereinafter defined) of this Corporation with any "Related Person" (as
hereinafter defined), provided, however, that such 80% voting requirement shall
not be applicable if:
"(1) The business combination was approved by the Board of Directors of the
Corporation in a resolution adopting a memorandum of understanding with such
Related Person with respect to and substantially consistent with such
transaction prior to the acquisition by such Related Person of the beneficial
ownership of ten percent (10%) or more of the outstanding shares of capital
stock of the Corporation normally entitled to vote in the election of directors;
or
"(2) The business combination is solely between this Corporation and a
Related Person, fifty percent (50%) or more of the voting stock of which is
owned by this Corporation; provided that each stockholder of this Corporation
receives the same type of consideration in such transaction in proportion to his
stockholdings, or
"(3) The business combination is one to which any Related Person is not
directly or indirectly a party.
"(B) For purposes of this Article TENTH:
"(1) The term "business combination" shall mean (a) any merger or
consolidation of this Corporation with or into a Related Person, (b) any sale,
lease, exchange, transfer or other disposition, including without limitation, a
mortgage or any other security device, of all or any substantial part of the
assets of this Corporation (including without limitation any voting securities
of a subsidiary) or of a subsidiary, to a Related Person, (c) any merger or
consolidation of a Related Person with or into this Corporation or a subsidiary
of this Corporation, (d) any sale, lease, exchange, transfer or other
disposition of all or any substantial part of the assets of a Related Person to
this Corporation or a subsidiary of this Corporation, (e) the issuance of any
securities of this Corporation or a subsidiary of
<PAGE> 12
this Corporation to a Related Person, (f) the acquisition by this Corporation or
a subsidiary of this Corporation of any securities of a Related Person, (g) any
reclassification of Common Stock of this Corporation, or any recapitalization
involving Common Stock of this Corporation, consummated within five years after
a Related Person becomes a Related Person, and (h) any agreement, contract or
other arrangement providing for any of the transactions described in this
definition of business combination;
"(2) The term "Related Person" shall mean and include any individual,
corporation, partnership or other person or entity which, together with their
"affiliates" and "associates" (defined below), "beneficially" owns (as this term
is defined in Rule 13d-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934, or any subsequent amendment thereto or similar
rule adopted in lieu thereof), in the aggregate ten percent (10%) or more of
the outstanding shares of capital stock of the Corporation normally entitled to
vote in the election of directors, any "affiliate" or "associate" (as those
terms are defined in the Rule 12b-2 under the Securities Exchange Act of 1934,
or any subsequent amendment thereto or similar rule adopted in lieu thereof) of
any such individual, corporation, partnership or other person or entity;
"(3) The term "substantial part" shall mean more than ten percent (10%) of
the total assets of the corporation in question, as of the end of its most
recent fiscal year ending prior to the time the determination is being made;
"(4) Without limitation, any shares of capital stock of this Corporation
which any Related Person has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or otherwise, shall be
deemed beneficially owned by such Related Person.
"(C) Notwithstanding the foregoing, the provisions of this Article TENTH shall
not apply to any stockholder of record of any class of stock of this Corporation
who is indicated as such in the stock record books of this Corporation on the
date set for determination of the stockholders entitled to notice of and to vote
at the stockholders' meeting at which this Article TENTH is adopted, except to
the extent that any such stockholder shall acquire, at any time after such
record date, ten percent (10%) or more of the outstanding shares of capital
stock of the Corporation entitled to vote in the election of directors.
"ELEVENTH. All elections of directors shall be vive voce unless one or more
stockholders present at the meeting at which directors are elected shall request
in writing that such election be by ballot.
"TWELFTH. No contract or other transaction between the Corporation and any
other firm, corporation, association or person and no other act of the
Corporation shall, in the absence of fraud, in any way be affected or
invalidated by the fact that any of the directors, officers or stockholders of
the Corporation are pecuniarily or otherwise interested in such transaction, or
are directors, officers or stockholders of, or are in any way interested in,
such other firm, corporation or association. Any director, officer or
stockholder of the Corporation individually or any firm, corporation, or
association in which any such person is
<PAGE> 13
interested, may be a party to, or may be pecuniarily or otherwise interested in,
any transaction of the Corporation. Any director of the Corporation who has any
pecuniary or other interest in such transaction or is a director, stockholder or
officer of, or is in any way interested in, such other firm, corporation or
association, upon such disclosure of his interest therein to the board of
directors may be counted in determining the existence of a quorum at any meeting
of the board of directors which shall authorize any such transaction, and may
vote thereat to authorize any such transaction, with like force and effect as if
he were not such director, stockholder, or officer of such other corporation or
not so interested. Any director of the Corporation may vote upon any contract or
other transaction between the Corporation and any subsidiary or affiliated
corporation without regard to the fact that he is also a director of such
subsidiary or affiliated corporation. No director, officer or shareholder of the
Corporation shall be liable to the Corporation by reason of contracting with the
Corporation for his own benefit or for the benefit of any firm, corporation or
association in which any such person is in any way interested if such interest
has been disclosed to the Corporation.
"Any contract, transaction or act of the Corporation or of the directors,
which, after such disclosure of the persons interested therein, shall be
ratified by a majority of a quorum of the stockholders of the Corporation (or
such greater percentage as may be specified by the By-Laws of the Corporation or
by the General Corporation Law of the State of Delaware) at any annual or
special meeting, shall be as valid and as binding as though ratified by every
stockholder of the Corporation; provided, however, that any failure of the
stockholders to approve or ratify any such contract, transaction or act, when
and if submitted, shall not be deemed in any way to invalidate the same or
deprive the Corporation, its directors, officers or employees, of its or their
right to proceed with such contract, transaction, or act, nor shall this
provision require the submission of such matters to a vote of the stockholders.
"THIRTEENTH. Each director and officer of the Corporation and any person
serving at its request as director or officer of another corporation in which it
owns shares of capital stock or of which it is a creditor, shall be indemnified
by the Corporation against all expenses (including costs and attorneys' fees)
actually and necessarily incurred or paid by him in connection with the defense
of any action, suit or proceeding of whatever nature, to which he may be made a
party by reason of his being or having been such director or officer, or by
reason of any action or omission or alleged action or omission by him in such
capacity, and against any amount or amounts which may be paid by him (other than
to the Corporation) in satisfaction of a judgment or in reasonable settlement of
any such action, suit or proceeding where the Corporation shall have received
the written opinion of independent counsel that such director or officer was not
negligent or guilty of misconduct in the performance of his duties as such, and
in the case of a settlement where it is in the interest of the Corporation that
such settlement be made. In cases where such action, suit or proceeding shall
proceed to final adjudication, such indemnification shall not extend to matters
as to which it shall be adjudged that such director or officer is liable for
negligence or misconduct in the performance of his
<PAGE> 14
duties as such. The right of indemnification herein provided for shall not be
exclusive of any other rights to which any director or officer or person may now
or hereafter be entitled under any bylaw, agreement, vote of stockholders, or
otherwise, shall continue as to a person who has ceased to be such director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such director or officer.
"FOURTEENTH. (A) The number of directors of the Corporation shall be fixed
and may be altered from time to time as may be provided in the By-Laws. The
directors of the Corporation need not be stockholders therein.
"(B) The Board of Directors shall be and is divided into three classes,
Class I, Class II and Class III, which shall be as nearly equal in number as
possible. Initially, Classes I and II shall consist of three directors each and
Class III shall have four directors. Each director shall serve for a term
ending on the date of the third annual meeting following the annual meeting at
which such director was elected; provided, however, that each initial director
in Class I shall hold office until the annual meeting of stockholders in 1980;
each initial director in Class II shall hold office until the annual meeting of
stockholders in 1981; and each initial director in Class III shall hold office
until the annual meeting of stockholders in 1982.
"(C) In the event of any increase or decrease in the authorized number of
directors, (i) each director then serving as such shall nevertheless continue as
a director of the class of which he is a member until the expiration of his
current term, or his prior death, retirement, resignation, or removal for cause,
and (ii) the newly created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the Board of Directors among the
three classes of directors so as to maintain such classes as nearly equal as
possible.
"(D) Notwithstanding any of the foregoing provisions of this Article
FOURTEENTH, each director shall serve until his successor is elected and
qualified or until his death, retirement, resignation or removal for cause.
Should a vacancy occur or be created, whether arising through death, resignation
or removal of a director for cause, or through an increase in the number of
directors of any class, such vacancy shall be filled by a majority vote of the
remaining directors of the class in which such vacancy occurs, or by the sole
remaining director of that class if only one such director remains, or by the
majority vote of the remaining directors of the other two classes if there be no
remaining member of the class in which the vacancy occurs. A director so elected
to fill a vacancy shall serve for the remainder of the then present term of
office of the class to which he was elected.
"FIFTEENTH. Action shall be taken by the stockholders only at annual or
special meetings of stockholders and stockholders may not act by written
consent.
"SIXTEENTH. The provisions set forth in this Article SIXTEENTH and in the
Articles EIGHT, TENTH, FOURTEENTH AND FIFTEENTH herein may not be repealed or
amended in any respect, and no article imposing cumulative voting in the
election of directors may be added, unless such action is approved by the
affirmative vote of the holders of not less
<PAGE> 15
than eighty percent (80%) of the outstanding shares of the capital stock of this
Corporation entitled to vote in the election of directors."
SECOND: That the aforesaid Restated Certificate of Incorporation was duly
adopted by the Board of Directors of said Corporation in accordance with the
applicable provisions of Sections 141 and 245 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said Rowan Companies, Inc. has caused this Certificate
to be signed by C. R. Palmer, its President, and D. C. Anderson, its Secretary,
the 17th day of February, 1984.
/s/ C.R. PALMER
-------------------------------------
President
ATTEST:
/s/ D.C. ANDERSON
-------------------------------------
Secretary
<PAGE> 16
STATE OF TEXAS )
) SS:
COUNTY OF HARRIS )
BE IT REMEMBERED that on this 17th day of February, 1984, personally came
before me, a Notary Public in and for the County and State aforesaid, C. R.
Palmer, President, and D. C. Anderson, Secretary of Rowan Companies, Inc., a
corporation of the State of Delaware, and they duly executed said Certificate
before me, and severally acknowledged the said Certificate to be their act and
deed and the act and deed of said Corporation and the facts stated therein are
true and that the signatures of the said officers are in the handwriting of each
of said officers respectively.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
[NOTARIAL SEAL] /s/ SUSAN M. STEINER
----------------------------------
Notary Public, STATE OF TEXAS
My Commission Expires:
February 4, 1986
-----------------------------------
<PAGE> 1
EXHIBIT 4.4
CERTIFICATE OF CHANGE OF ADDRESS OF
REGISTERED OFFICE AND OF REGISTERED AGENT
PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE
To: DEPARTMENT OF STATE
Division of Corporations
Townsend Building
Federal Street
Dover, Delaware 19903
Pursuant to the provisions of Section 134 of Title 8 of the Delaware
Code, the undersigned Agent for service of process, in order to change the
address of the registered office of the corporations for which it is registered
agent, hereby certifies that:
1. The name of the agent is: The Corporation Trust Company
2. The address of the old registered office was:
100 West Tenth Street
Wilmington, Delaware 19801
3. The address to which this registered office is to be changed is:
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
The new address will be effective on July 30, 1984.
4. The names of the corporations represented by said agent are set forth
on the list annexed to this certificate and made a part hereof by
reference.
IN WITNESS WHEREOF, said agent has caused this certificate to
be signed on its behalf by its Vice-President and Assistant Secretary
this 25th day of July, 1984.
THE CORPORATION TRUST COMPANY
---------------------------------------
(Name of Registered Agent)
By /s/ VIRGINIA CORNELL
-------------------------------------
(Vice-President)
ATTEST:
/s/ [ILLEGIBLE]
- -------------------------------
(Assistant Secretary)
<PAGE> 1
EXHIBIT 4.5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
ROWAN COMPANIES, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of Rowan Companies,
Inc., resolutions were duly adopted authorizing a proposed amendment to the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and authorizing submission of the same to a vote of the stockholders
at the 1987 annual meeting of stockholders held on April 24, 1987. Such
resolutions declared it advisable that Article Thirteenth of the Certificate of
Incorporation be deleted in its entirety and a new Article Thirteenth be added
as follows:
"THIRTEENTH. No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article by the stockholders
of the Corporation shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification."
SECOND: That thereafter, pursuant to resolutions of its Board of
Directors, the annual meeting of stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
<PAGE> 2
FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, said ROWAN COMPANIES, INC. has caused its corporate
seal to be hereunto affixed and this certificate to be signed by C. R. Palmer,
its President, and attested by D. C. Anderson, its Secretary, this 24th day of
April, 1987.
ROWAN COMPANIES, INC.
By /s/ C. R. PALMER
-------------------------
President
(CORPORATE SEAL)
ATTEST:
/s/ D. C. ANDERSON
- ----------------------------
Secretary
STATE OF TEXAS )
) SS.
COUNTY OF HARRIS )
BE IT REMEMBERED that on this 24th day of April, 1987, personally came
before me, a Notary Public in and for the County and State aforesaid, C. R.
Palmer, President, and D. C. Anderson, Secretary of Rowan Companies, Inc., a
corporation of the State of Delaware, and they duly executed said Certificate
before me, and severally acknowledged the said Certificate to be their act and
deed and the act and deed of said Corporation and the facts stated therein are
true and that the signatures of the said officers are in the handwriting of each
of said officers respectively.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
(NOTARIAL SEAL) /s/ SUSAN M. FORD
----------------------------------
Notary Public, STATE OF TEXAS
My Commission Expires:
February 4, 1990
-----------------------------------
<PAGE> 1
EXHIBIT 4.6
CERTIFICATE OF DESIGNATION
OF SERIES A JUNIOR PREFERRED STOCK
of
ROWAN COMPANIES, INC.
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
We, C. R. Palmer, President of Rowan Companies, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "Corporation"), and Mark H. Hay, Secretary of the Corporation, in
accordance with the provisions of Section 151 thereof, DO HEREBY CERTIFY:
That pursuant to the authority conferred upon the Board or Directors by
the Certificate of Incorporation (the "Certificate") of the Corporation, the
Board of Directors on February 25, 1992 duly adopted the following resolution
creating a series of 1,500,000 shares of Preferred Stock designated as Series A
Junior Preferred Stock:
RESOLVED that, pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its
Certificate, a series of Preferred Stock of this Corporation be and it is hereby
created, and that the designation and amount thereof and the voting powers,
preferences and relative, participating, optional or other special rights of the
shares of such series, and the qualifications, limitations or restrictions
thereof, are as follows:
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Preferred Stock" ("Series A Junior Preferred
Stock") and the number of shares constituting such series shall be 1,500,000.
Such number of shares may be adjusted by appropriate action of the Board of
Directors.
Section 2. Dividends and Distributions. (A) Subject to the prior and
superior rights of the holders of any shares of any other series of Junior
Preferred
<PAGE> 2
Stock or any other shares of preferred stock of the Corporation ranking prior
and superior to the shares of Series A Junior Preferred Stock with respect to
dividends, each holder of one one-hundredth (1/100th) of a share (a "Unit") of
Series A Junior Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for that
purpose, (i) quarterly dividends payable in cash on the first day of January,
April, July and October in each year (each such date being a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of such Unit of Series A Junior Preferred Stock, in an amount
per Unit (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b)
subject to the provision for adjustment hereinafter set forth, the aggregate per
share amount of all cash dividends declared on shares of the Common Stock since
the immediately preceding Quarterly Dividend Payment Date, or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of a Unit of
Series A Junior Preferred Stock, and (ii) subject to the provision for
adjustment hereinafter set forth, quarterly distributions (payable in kind) on
each Quarterly Dividend Payment Rate in an amount per Unit equal to the
aggregate per share amount of all non-cash dividends or other distributions
(other than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock, by reclassification or otherwise) declared
on shares of Common Stock since the immediately preceding Quarterly Dividend
Payment Date, or with respect to the First Quarterly Dividend Payment Date,
since the first issuance of a Unit of Series A Junior Preferred Stock. In the
event that the Corporation shall at any time after February 25, 1992 (the
"Rights Declaration Date") (i) declare any dividend on outstanding shares of
Common Stock payable in shares of Common Stock, (ii) subdivide outstanding
shares of Common Stock or (iii) combine outstanding shares of Common Stock in
into a smaller number of shares, then in each such case the amount to which the
holder of a Unit of Series A Junior Preferred Stock was entitled
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<PAGE> 3
immediately prior to such event pursuant to the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which shall
be the number of shares of Common Stock that are outstanding immediately after
such event and the denominator of which shall be the number of shares of Common
Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on Units
of Series A Junior Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the shares of Common
Stock (other than a dividend payable in shares of Common Stock); provided,
however that, in the event no dividend or distribution shall have been declared
on the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$0.01 per Unit on the Series A Junior Preferred Stock shall nevertheless accrue
on such subsequent Quarterly Dividend Payment Date,
(C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit of Series A Junior Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issuance of such Unit of Series A Junior
Preferred Stock, unless the date of issuance of such Unit is prior to the record
date for the first Quarterly Dividend Payment Date, in which case, dividends on
such Unit shall begin to accrue from the date of issuance of such Unit, or
unless the date of issuance is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of Units of Series A
Junior Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on Units of
Series A Junior Preferred Stock in an amount less than the aggregate amount of
all such dividends at the time accrued and
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<PAGE> 4
payable on such Units shall be allocated pro rata on a unit-by-unit basis among
all Units of Series A Junior Preferred Stock at the time outstanding. The Board
of Directors may fix a record date for the determination of holders or Units of
Series A Junior Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30 days
prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of Units of Series A Junior
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
Unit of series A Junior Preferred Stock shall entitle the holder thereof to one
vote on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on outstanding shares of Common Stock payable in shares
of Common Stock, (ii) subdivide outstanding shares of Common Stock or (iii)
combine the outstanding shares of Common Stock into a smaller number of shares,
then in each such case the number of votes per Unit to which holders of Units of
Series A Junior Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator or
which shall be the number of shares of Common Stock outstanding immediately
after such event and the denominator of which shall be the number of shares of
Common Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the holders of Units
of Series A Junior Preferred Stock and the holders of shares of Common Stock
shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.
(C) (i) If at any time dividends on any Units of Series A Junior
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends
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<PAGE> 5
thereon, then during the period (a "default period") from the occurrence of such
event until such time as all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly dividend period on all
Units of Series A Junior Preferred Stock then outstanding shall have been
declared and paid or set apart for payment, all holders of Units of Series A
Junior Preferred Stock, voting separately as a class, shall have the right to
elect two Directors.
(ii) During any default period, such voting rights of the holders of
Units of Series A Junior Preferred Stock may be exercised initially at a special
meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any
annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting rights nor any right of the
holders of Units of Series A Junior Preferred Stock to increase, in certain
cases, the authorized number of Directors may be exercised at any meeting unless
a majority of the outstanding Units of Series A Junior Preferred Stock shall be
present at such meeting in person or by proxy. The absence of a quorum of the
holders of Common Stock shall not affect the exercise by the holders of Units of
Series A Junior Preferred Stock of such rights. At any meeting at which the
holders of Units of Series A Junior Preferred Stock shall exercise such voting
right initially during an existing default period, they shall have the right,
voting separately as a class, to elect Directors to fill up to two vacancies in
the Board of Directors, if any such vacancies may then exist, or, if such right
is exercised at an annual meeting, to elect two Directors. If the number which
may be so elected at any special meeting does not amount to the required number,
the holders of the Series A Junior Preferred Stock shall have the right to make
such increase in the number of Directors as shall be necessary to permit the
election by them of the required number. After the holders of Units of Series A
Junior Preferred Stock shall have exercised their right to elect Directors
during any default period, the number of Directors shall not be increased or
decreased except as approved by a vote of the holders of Units of
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<PAGE> 6
Series A Junior Preferred Stock as herein provided or pursuant to the rights of
any equity securities ranking senior to the Series A Junior Preferred Stock.
(iii) Unless the holders of Series A Junior Preferred Stock shall,
during an existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than 10% of the total number of
Units of Series A Junior Preferred Stock outstanding may request in writing, the
calling of a special meeting of the holders of Units of Series A Junior
Preferred Stock, which meeting shall thereupon be called by the Secretary of the
Corporation. Notice of such meeting and of any annual meeting at which holders
of Units of Series A Junior Preferred Stock are entitled to vote pursuant to
this paragraph (C)(iii) shall be given to each holder of record of Units of
Series of Junior Preferred Stock by mailing a copy of such notice to him at his
last address as the same appears on the books of the Corporation. Such meeting
shall be called for a time not earlier than 10 days and not later than 50 days
after such order or request or in default of the calling of such meeting within
50 days after such order or request, such meeting may be called on similar
notice by any stockholder or stockholders owning in the aggregate not less than
10% of the total number of outstanding Units of Series A Junior Preferred Stock.
(iv) During any default period, the holders of shares of Common Stock
and Units of Series A Junior Preferred Stock, and other classes or series of
stock of the Corporation, if applicable, shall continue to be entitled to elect
all the Directors until the holders of Units of Series A Junior Preferred Stock
shall have exercised their right to elect two Directors voting as a separate
class, after the exercise of which right (x) the Directors so elected by the
holders of Units of Series A Junior Preferred Stock shall continue in office
until their successors shall have been elected by such holders or until the
expiration of the default period, and (y) any vacancy in the Board of Directors
may (except as provided in paragraph (C)(ii) of this Section 3) be filled by
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vote of a majority of the remaining Directors theretofore elected by the holders
of the class of capital stock which elected the Director whose office shall have
become vacant. References in this paragraph (C) to Directors elected by the
holders of a particular class of capital stock shall include Directors elected
by such Directors to fill vacancies as provided in clause (y) of the foregoing
sentence.
(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Units of Series A Junior Preferred Stock as a separate class
to elect Directors shall cease, (y) the term of any Directors elected by the
holders of Units of Series A Junior Preferred Stock as a separate class shall
terminate, and (z) the number of Directors shall be such number as may be
provided for in the Certificate or by-laws irrespective of any increase made
pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such number
being subject, however, to change thereafter in any manner provided by law or in
the Certificate or by-laws). Any vacancies in the Board of Directors effected by
the provisions of clauses (y) and (z) in the preceding sentence may be filled by
a majority of the remaining Directors.
(vi) The provisions of this paragraph (C) shall govern the election of
Directors by holders of Units of Series A Junior Preferred Stock during any
default period notwithstanding any provisions of the Certificate to the
contrary.
(D) Except as set forth herein, holders of Units of Series A Junior
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
shares of Common Stock as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions. (A) Whenever quarterly dividends or
other dividends or distributions payable on Units of Series A Junior Preferred
Stock as provided in Section 2 are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on outstanding
Units of Series A Junior Preferred Stock shall have been paid in full, the
Corporation shall not
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<PAGE> 8
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of junior
stock.
(ii) declare or pay dividends on or make any other distributions on any
shares of parity stock, except dividends paid ratably on Units of Series A
Junior Preferred Stock and shares of all such parity stock on which dividends
are payable or in arrears in proportion to the total amounts to which the
holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares
of any parity stock, provided, however, that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of
Series A Junior Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of Directors) to all
holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any Units of Series A Junior Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled automatically upon the acquisition
thereof. All such Units shall, upon their cancellation, become authorized but
unissued Units of Junior Preferred Stock and may be reissued as part of a new
series of Junior Preferred Stock to be created by resolution or resolutions or
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.
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<PAGE> 9
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (i) to the holders of shares of
junior stock unless the holders of Units of Series A Junior Preferred Stock
shall have received, subject to adjustment as hereinafter provided in paragraph
(B), the greater of either (a) $.01 per Unit plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not earned or declared,
to the date of such payment, or (b) the amount per Unit equal to the aggregate
per share amount to be distributed to holders of shares of Common Stock, or (ii)
to the holders of shares of parity stock, unless simultaneously therewith
distributions are made ratably on Units of Series A Junior Preferred Stock and
all other shares of such parity stock in proportion to the total amounts to
which the holders of Units of Series A Junior Preferred Stock are entitled under
clause (i)(a) of this sentence and to which the holders of shares of such parity
stock are entitled, in each case upon such liquidation, dissolution or winding
up.
(B) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common Stock
payable in shares of Common Stock, (ii) subdivide outstanding shares of Common
Stock, or (iii) combine outstanding shares of Common Stock into a smaller number
of shares, then in each such case the aggregate amount to which holders of Units
of Series A Junior Preferred Stock were entitled immediately prior to such event
pursuant to clause (i)(b) of paragraph (A) of this Section 6 shall be adjusted
by multiplying such amount by a fraction the numerator of which shall be the
number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which shall be the number of shares of Common Stock
that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the
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<PAGE> 10
shares of Common Stock are exchanged for or converted into other stock or
securities, cash and/or any other property, then in any such case Units of
Series A Junior Preferred Stock shall at the same time be similarly exchanged
for or converted into an amount per Unit (subject to the provision for
adjustment hereinafter set forth) equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is converted or
exchanged, In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common Stock
payable in shares of Common Stock, (ii) subdivide outstanding shares of Common
Stock, or (iii) combine outstanding Common Stock into a smaller number of
shares, then in each such case the amount set forth in the immediately preceding
sentence with respect to the exchange or conversion of Units of Series A Junior
Preferred Stock shall be adjusted by multiplying such amount by a fraction the
numerator of which shall be the number of shares of Common Stock that are
outstanding immediately after such event and the denominator of which shall be
the number of shares of Common Stock that were outstanding immediately prior to
such event.
Section 8. Redemption. The Units of Series A Junior Preferred Stock
shall not be redeemable.
Section 9. Ranking. The Units of Series A Junior Preferred Stock shall
rank junior to all other series of the Junior Preferred Stock and to any other
class of preferred stock as to the payment of dividends and the distribution of
assets, unless the Certificate or the terms of any such series or class shall
provide otherwise.
Section 10. Amendment. The Certificate, including, without limitation,
this resolution, shall not hereafter be amended, either directly or indirectly,
or through merger or consolidation with another corporation, in any
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<PAGE> 11
manner that would alter or change the powers, preferences or special rights of
the Series A Junior Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the outstanding Units
of Series A Junior Preferred Stock, voting separately as a class.
Section 11. Fractional Shares. The Series A Junior Preferred Stock may
be issued in Units or other fractions of a share, which Units or fractions shall
entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A Junior Preferred
Stock.
Section 12. Certain Definitions. As used herein with respect to the
Series A Junior Preferred Stock, the following terms shall have the following
meanings:
(A) The term "Common Stock" shall mean the class of stock designated as
the common stock, par value $.125 per share, of the Corporation at the date
hereof or any other class of stock resulting from successive changes or
reclassification of the common stock.
(B) The term "junior stock" (i) as used in Section 4, shall mean the
Common Stock and any other class or series of capital stock of the Corporation
hereafter authorized or issued over which the Series A Junior Preferred Stock
has preference or priority as to the payment of dividends and (ii) as used in
Section 6, shall mean the Common Stock and any other class or series of capital
stock of the Corporation over which the Series A Junior Preferred Stock has
preference or priority in the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
(C) The term "parity stock" (i) as used in Section 4, shall mean any
class or series of stock of the Corporation hereafter authorized or issued
ranking pari passu with the Series A Junior Preferred Stock as to dividends and
(ii) as used in Section 6,
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shall mean any class or series of capital stock ranking pari passu with the
Series A Junior Preferred Stock in the distribution of assets on any
liquidation, dissolution or winding up.
IN WITNESS WHEREOF, we have executed and subscribed this Certificate of
Designation and do affirm the foregoing as true under the penalties of perjury
this 2nd day of March, 1992,
/s/ C. R. Palmer
-------------------------------
President
/s/ Mark H. Hay
-------------------------------
Secretary
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<PAGE> 1
EXHIBIT 4.7
ROWAN COMPANIES, INC.
CERTIFICATE OF DESIGNATIONS
Providing for an Issue of Series III Preferred Stock
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
ROWAN COMPANIES, INC., a Delaware corporation (the "Corporation"),
certifies that pursuant to the authority contained In Article Fourth of its
Certificate of Incorporation, and in accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, its Board of
Directors has duly adopted, at a meeting held on April 25, 1986, and at meetings
of the 1986 Debenture Plan Committee of the Board of Directors held on August
25, 1987 and October 21, 1994, the following resolutions creating and providing
for the issuance of a series of shares of Preferred Stock as hereinafter
described, and further providing for the voting powers, designations,
preferences and relative, participating, optional or other rights thereof, and
the qualifications, limitations or restrictions thereof, in addition to those
set forth in said Certificate of Incorporation, all in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, and that such resolutions have at all times since remained in effect
and are now in effect, unamended:
"RESOLVED, that pursuant to Paragraph A of Article Fourth of the
Certificate of Incorporation of the Corporation, as amended (which creates and
authorizes 5,000,000 shares of preferred stock, par value of $1.00 per share,
hereinafter called the "Preferred Stock"), the Board of Directors hereby
establishes and provides for the issue of a series of 10,300 shares of Preferred
Stock, designated as Series III Preferred Stock (the "Series Stock"), which
shares shall be issuable only upon conversion of the Series III Floating Rate
Subordinated Convertible Debentures (the "Related Debentures") of the
Corporation and shall be convertible into shares of common stock, $.125 par
value, of the Corporation (the "Common Stock"), pursuant to the terms and
conditions hereinafter set forth.
RESOLVED, that the voting powers, preferences and relative,
participating, optional, conversion, and other rights of the shares of the
Series Stock, and the qualifications, limitations or restrictions thereof, in
addition to those set forth in said Article Fourth, are as follows:
Section 1. Dividends. The holders of shares of Series Stock
shall not be entitled to receive cash dividends on such shares.
Section 2. Liquidation Preference. (A) Upon the complete
liquidation, dissolution, or winding-up of the Corporation, whether
voluntarily or involuntarily, the Series Stock shall be entitled,
before any distribution is made to the holders of Common Stock and of
any other capital stock of the Corporation which ranks junior to the
Series Stock in respect of distributions of
<PAGE> 2
assets on liquidation, dissolution or winding-up of the Corporation, to
be paid $1.00 per share, and shall not be entitled to any further
payment.
(B) In case the net assets of the Corporation are insufficient
to pay all outstanding shares of Series Stock, and any other class of
stock of the Corporation ranking in parity upon a liquidation,
dissolution, or winding-up) with the Series Stock ("Parity Stock"), the
liquidation preferences to which all such shares are entitled, then the
entire net assets of the Corporation shall be distributed ratably to
all outstanding shares of the Series Stock and Parity Stock, if any, in
proportion to the total amounts to which the holders of all such shares
are entitled upon such liquidation, dissolution, or winding-up.
(C) The merger or consolidation of the Corporation into or
with another corporation or the merger or consolidation of any other
corporation into or with the Corporation, or the sale, lease or
conveyance of all or substantially all the assets, property or business
of the Corporation shall not be deemed to be a liquidation,
dissolution, or winding-up of the Corporation within the meaning of
this Section 2.
Section 3. Certain Restrictions. Without the consent of the
holders of at least two-thirds of the total number of shares of Series
Stock outstanding, given in person or by proxy, either in writing or by
vote at a meeting called for the purpose, the Corporation shall not
create or authorize any additional shares of Series Stock or amend,
alter or repeal any of the rights, preferences or powers of the holders
of Series Stock so as to affect adversely any such rights, preferences
or powers; provided, however, that without the consent of the holders
of all outstanding shares of Series Stock, the corporation shall not
amend the Series Stock to adversely affect the Conversion Ratio
thereof.
Section 4. Conversion. Each share of the Series Stock may be
converted at any time within thirty days of the issuance thereof, at
the option of the holder thereof, into shares of Common Stock of the
Corporation, on the terms and conditions set forth below in this
Section 4.
(A) Subject to the provisions for adjustment hereinafter set
forth, the number of shares of Common Stock which shall be deliverable
upon conversion of a share of Series Stock shall equal the face value
of the Related Debenture which was converted into such shares of Series
Stock, divided by the closing price of the Common Stock on the Trading
Date prior to the date of sale of such Related Debenture. For the
purpose of this subparagraph (A) of this Section 4, the terms "closing
price" and "Trading Date" shall have the meanings attributed to them in
subparagraph (B)(6) of this Section 4.
(B) The number of shares of Common Stock which shall be
deliverable upon conversion of a share of Series Stock (the "Conversion
Ratio") shall be adjusted from time to time as follows:
(1) In case the Corporation at any time or from time
to time following the date of issuance of the Related
Debentures
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<PAGE> 3
which may be converted into shares of Series Stock shall pay
or make a dividend or other distribution on any class of
capital stock of the Corporation in Common Stock, the
Conversion Ratio in effect at the opening of business on the
day following the date fixed for the determination of
stockholders entitled to receive such dividend or other
distribution shall be increased by multiplying such Conversion
Ratio by a fraction of which the numerator shall be the sum of
the number of shares of Common Stock outstanding at the close
of business on the date fixed for such determination and the
total number of shares of Common Stock constituting such
dividend or other distribution, and the denominator shall be
the total number of shares of Common Stock outstanding at the
close of business on the date fixed for such determination,
such increase to become effective immediately after the
opening of business on the day following the date fixed for
such determination. For the purposes of this subparagraph
(B)(1), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of
the Corporation but shall include shares issuable in respect
of scrip certificates issued in lieu of fractions of shares of
Common Stock. The Corporation will not pay any dividend or
make any distribution on shares of Common Stock held in the
treasury of the Company.
(2) In case the Corporation shall issue rights or
warrants to all holders of its Common Stock entitling them
(for periods ending within 180 days) to subscribe for or
purchase shares of Common Stock at a price per share less than
the current market price per share (determined as provided in
subparagraph (B)(6) of this Section) of the Common Stock on
the date fixed for the determination of stockholders entitled
to receive such rights or warrants, the Conversion Ratio in
effect at the opening of business on the day following the
date fixed for such determination shall be increased by
multiplying such Conversion Ratio by a fraction of which the
numerator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for
such determination plus the number of shares of Common Stock
so offered for subscription or purchase, and the denominator
shall be the number of shares of Common Stock outstanding at
the close of business on the date fixed for such determination
plus the number of shares of Common Stock which the aggregate
of the offering price of the total number of shares of Common
Stock so offered for subscription or purchase would purchase
at such current market price, such increase to become
effective immediately after the opening of business on the day
following the date fixed for such determination. For the
purposes of this subparagraph (B)(2), the number of shares of
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<PAGE> 4
Common Stock at any time outstanding shall not include shares
held in the treasury of the Corporation but shall include
shares issuable in respect of scrip certificates issued in
lieu of fractions of shares of Common Stock. The Corporation
will not issue any rights or warrants in respect of shares of
Common Stock held in the treasury of the Corporation.
(3) In case outstanding shares of Common Stock shall
be subdivided into a greater number of shares of Common Stock,
the Conversion Ratio in effect at the opening of business on
the day, following the day upon which such subdivision becomes
effective shall be proportionately increased, and, conversely,
in case outstanding shares of Common Stock shall each be
combined into a smaller number of shares of Common Stock, the
Conversion Ratio in effect at the opening of business on the
day following the day upon which such combination becomes
effective shall be proportionately decreased, such increase or
reduction, as the case may be, to become effective immediately
after the opening of business on the day following the day
upon which such subdivision or combination becomes effective.
(4) In case the Corporation shall, by dividend or
otherwise, distribute to all holders of its Common Stock
evidences of its indebtedness or assets (including securities,
but excluding any rights or warrants referred to in
subparagraph (B)(2) of this Section, any dividend or
distribution paid in cash out of the earned surplus of the
Company and any dividend or distribution referred to in
subparagraph (B)(1) of this Section), the Conversion Ratio
shall be adjusted so that the same shall equal that number
determined by multiplying the Conversion Ratio in effect
immediately prior to the close of business on the date fixed
for the determination of stockholders entitled to receive such
distribution by a fraction of which the numerator shall be the
current market price per share (determined as provided In
subparagraph (B)(6) of this Section) of the Common Stock on
the date fixed for such determination and the denominator
shall be such current market price per share of the Common
Stock less the then fair market value (as determined by the
Board of Directors, whose determination shall be conclusive
and described in a resolution of such Board of Directors) of
the portion of the assets or evidences of indebtedness so
distributed applicable to one share of Common Stock, such
adjustment to become effective immediately prior to the
opening of business on the day following the date fixed the
determination of stockholders entitled to receive such
distribution.
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(5) The reclassification (including any
reclassification upon a consolidation or merger in which the
Corporation is the continuing corporation) of Common Stock
into securities including other than Common Stock shall be
deemed to involve (a) a distribution of such securities other
than Common Stock to all holders of Common Stock (and the
effective date of such reclassification shall be deemed to be
"the date fixed for the determination of stockholders entitled
to receive such distribution" and "the date fixed for such
determination" within the meaning of subparagraph (B)(4) of
this Section), and (b) a subdivision or combination, as the
case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into
the number of shares of Common Stock outstanding immediately
thereafter (and the effective date of such reclassification
shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination
becomes effective," as the case may be, and "the day upon
which such subdivision or combination becomes effective"
within the meaning of subparagraph (B)(3) of this Section).
(6) For the purpose of any computation under
subparagraphs (B)(2) and (B)(4) of this Section, the current
market price per share of Common Stock on any date shall be
deemed to be the average of the daily closing prices for the
15 consecutive "Trading Days" selected by the Company
commencing not less than 20 nor more than 30 Trading Days
before the day in question, The closing price for each day
shall be the last reported sales price regular way or, in case
no such reported sale takes place on such day, the average of
the reported closing bid and asked prices regular way, in
either case on the New York Stock Exchange or, if the Common
Stock is not listed or admitted to trading on such Exchange,
on the principal national securities exchange on which the
Common Stock is listed or admitted to trading or, if not
listed or admitted to trading on any national securities
exchange, the average of the closing bid and asked prices as
furnished by any New York Stock Exchange member firm selected
from time to time by the Corporation for that purpose. The
term "Trading Date" shall mean a day on which the principal
national securities exchange on which shares of the Common
Stock are listed or admitted to trading is open for the
transaction of business or, if not listed or admitted to
trading on any national securities exchange, a Monday,
Tuesday, Wednesday, Thursday or Friday on which banking
institutions in the City of Houston, Texas are not authorized
or obligated by law or executive order to close.
-5-
<PAGE> 6
(7) The Corporation may make such increases in the
Conversion Ratio, in addition to those required by
subparagraphs (B)(1), (B)(2), (B)(3) and (B)(4) of this
Section. as it considers to be advisable in order that any
event treated for Federal Income tax purposes as a dividend of
stock or stock rights shall not be taxable to the recipients.
(8) No adjustment in the Conversion Ratio shall be
required unless such adjustment would require an increase or
decrease of at least one percent in such Conversion Ratio;
provided, however, that any adjustment which by reason of this
subparagraph (B)(8) is not required to be made shall be
carried forward and taken into account in any subsequent
adjustment. All calculations under this Article shall be made
to the nearest 1/100 of a share.
(C) The holder of any shares of the Series Stock may exercise
his option to convert such shares into shares of Common Stock by
surrendering for such purpose to the Corporation, at its principal
office or at such other office or agency maintained by the Corporation
for that purpose, a certificate or certificates representing the shares
of Series Stock to be converted accompanied by a written notice stating
that such holder elects to convert all or a specified whole number of
such shares in accordance with the provisions of this Section 4. As
promptly as practicable, and in any event within five business days
after the surrender of such certificates and the receipt of such notice
relating thereto, the Corporation shall deliver or cause to be
delivered (i) certificates representing the number of validly issued,
fully paid and nonassessable shares of Common Stock of the Corporation
to which the holder of the Series Stock so converted shall be entitled
and (ii) If less than the full number of shares of the Series Stock
evidenced by the surrendered certificate or certificates are being
converted, a new certificate or certificates, of like tenor, for the
number of shares evidenced by such surrendered certificate or
certificates less the number of shares converted. Conversions shall be
deemed to have been made at the close of business on the date of giving
of such notice and of such surrender of the certificate or certificates
representing the shares of the Series Stock to be converted so that the
rights of the holder shall cease with respect to such surrendered
certificates except for the right to receive Common Stock of the
Corporation in accordance herewith, and the converting holder shall be
treated for all purposes as having become the record holder of such
Common Stock of the Corporation at such time.
(D) In connection with the conversion of any shares of the
Series Stock, no fractions of shares or Common Stock shall be issued,
but the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount equal to the market value of such
fractional interest. In such event, the market value of a share of
Common Stock of the Corporation shall be the current market price per
share (as defined in subparagraph (B)(6) of this Section 4) of such
shares on the last Trading Date on which such shares were
-6-
<PAGE> 7
traded immediately preceding the date upon which such shares of Series
Stock are deemed to have been converted.
(E) The Corporation shall at all times reserve and keep
available out of its authorized Common Stock the full number of shares
of Common Stock of the Corporation issuable upon (a) the conversion of
all outstanding shares of the Series Stock, and (b) the conversion or
exercise of any other outstanding securities or rights convertible or
exercisable into Common Stock, including outstanding Related
Debentures.
Section 5. Adjustments for Certain Corporate Transactions. In
case of any consolidation of the Corporation with, or merger of the
Corporation into, any other corporation (other than a consolidation or
merger in which the Corporation is the continuing corporation and in
which no change is made in the outstanding Common Stock), or in case of
any sale or transfer of all or substantially all of the assets of the
Corporation, the corporation formed by such consolidation or the
corporation resulting from such merger or the person which shall have
acquired such assets, as the case may be, shall make adequate provision
providing that the holder of each share of Series Stock then
outstanding shall have the right thereafter to convert such Series
Stock into the kind and amount of stock or other securities and
property receivable upon such consolidation, merger, sale or transfer
by a holder of the number of shares of Common Stock into which such
Series Stock might have been converted immediately prior to such
consolidation, merger, sale or transfer. Adequate provision shall also
be made to provide for adjustments which, for events subsequent to such
consolidation, merger, sale or transfer, shall be as nearly equivalent
as may be practicable to the adjustments provided for in Section 4. The
above provisions of this Section 5 shall similarly apply to successive
consolidations, mergers, sales or transfers.
Section 6. Reports of Adjustments. Whenever the Conversion
Ratio is adjusted as provided in Sections 4 and 5, the Corporation
shall promptly compute such adjustment and promptly mail to each
registered holder of the Series Stock and the Related Debentures a
certificate, signed by the chief financial officer of the Corporation,
setting forth the number of shares of Common Stock into which each
share of the Series Stock is convertible as a result of such
adjustment, a brief statement of the facts requiring such adjustment
and the computation thereof and when such adjustment will become
effective.
Section 7. Voting. Except as otherwise provided elsewhere in
the Certificate of Incorporation of the Corporation or required by law,
the holders of Series Stock shall have no voting power in the election
of directors or for any other purposes.
RESOLVED, that, before the Corporation shall issue any shares
of the Series Stock, a certificate of designations pursuant to Section
151 of the General Corporation Law of the State of Delaware shall be
made, executed, acknowledged, filed and recorded in accordance with the
provisions of said
-7-
<PAGE> 8
Section 151; and the proper officers of the Corporation are hereby
authorized and directed to do all acts and things which may be
necessary or proper in their opinion to carry into effect the purposes
and intent of this and the foregoing resolutions."
IN WITNESS WHEREOF, said ROWAN COMPANIES, INC. has caused this
Certificate to be duly executed by the Chairman of its Board of Directors, its
President or a Vice President and attested to by its Secretary or Assistant
Secretary and has caused its corporate seal to be affixed hereto, this 30th day
of November, 1994.
ROWAN COMPANIES, INC.
By: /s/ E. E. THIELE
---------------------------
Senior Vice President
[Corporate Seal]
ATTEST:
/s/ MARK H. HAY
- ----------------------
Secretary
-8-
<PAGE> 9
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
Before me, a Notary Public, on this day personally appeared E. E.
Thiele, known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the
said Rowan Companies, Inc., a Delaware corporation, that he has executed the
same as the act of such corporation for the purposes and consideration therein
expressed, and that the facts stated therein are true.
Given under my hand and seal of office this 30th day of November, 1994
/s/ MARCIA BRIDGES
-------------------------
Notary Public, in and for
the State of Texas
My Commission Expires:
[SEAL]
7-18-98
- --------------------
-9-
<PAGE> 1
EXHIBIT 4.8
ROWAN COMPANIES, INC.
CERTIFICATE OF DESIGNATIONS
Providing for an Issue of Series A Preferred Stock
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
ROWAN COMPANIES, INC., a Delaware corporation (the "Corporation"),
certifies that, pursuant to the authority contained In Article Fourth of its
Certificate of Incorporation and in accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, the 1998 Debenture
Plan Committee of the Board of Directors duly approved at its April 23, 1998
meeting (at which a quorum was present), and the Board of Directors duly
ratified and approved at its April 24, 1998 meeting (at which a quorum was
present), the following resolutions creating and providing for the issuance of a
series of shares of Preferred Stock as hereinafter described, and further
providing for the voting powers, designations, preferences and relative,
participating, optional or other rights thereof, and the qualifications,
limitations or restrictions thereof, in addition to those set forth in said
Certificate of Incorporation, all in accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, and that such
resolutions have at all times since remained in effect and are now in effect and
unamended:
"RESOLVED, that pursuant to Paragraph A of Article Fourth of the
Certificate of Incorporation of the Corporation, as amended (which creates and
authorizes 5,000,000 shares of preferred stock, par value of $1.00 per share,
hereinafter called the "Preferred Stock"), the Board of Directors hereby
establishes and provides for the issue of a series of 2,300 shares of Preferred
Stock, designated as Series A Preferred Stock (the "Series Stock"), which
shares shall be issuable only upon conversion of the Series A Floating Rate
Subordinated Convertible Debentures (the "Related Debentures") of the
Corporation and shall be convertible into shares of common stock, $.125 par
value, of the Corporation (the "Common Stock"), pursuant to the terms and
conditions hereinafter set forth.
RESOLVED, that the voting powers, preferences and relative,
participating, optional, conversion, and other rights of the shares of the
Series Stock, and the qualifications, limitations or restrictions thereof, in
addition to those set forth in said Article Fourth, are as follows:
Section 1. Dividends. The holders of shares of Series Stock
shall not be entitled to receive cash dividends on such shares.
Section 2. Liquidation Preference. (A) Upon the complete
liquidation, dissolution, or winding-up of the Corporation, whether
voluntarily or involuntarily, the Series Stock shall be entitled,
before any distribution is made to the holders
<PAGE> 2
of Common Stock and of any other capital stock of the Corporation
which ranks junior to the Series Stock in respect of distributions of
assets on liquidation, dissolution or winding-up of the Corporation,
to be paid $1.00 per share, and shall not be entitled to any further
payment.
(B) In case the net assets of the Corporation are insufficient to pay
all outstanding shares of Series Stock, and any other class of stock of the
Corporation ranking in parity upon a liquidation, dissolution, or winding-up
with the Series Stock ("Parity Stock"), the liquidation preferences to which
all such shares are entitled, then the entire net assets of the Corporation
shall be distributed ratably to all outstanding shares of the Series Stock and
Parity Stock, if any, in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution, or
winding-up.
(C) The merger or consolidation of the Corporation into or with
another corporation or the merger or consolidation of any other corporation
into or with the Corporation, or the sale, lease or conveyance of all or
substantially all the assets, property or business of the Corporation shall not
be deemed to be a liquidation, dissolution, or winding-up of the Corporation
within the meaning of this Section 2.
Section 3. Certain Restrictions. Without the consent of the holders of
at least two-thirds of the total number of shares of Series Stock outstanding,
given in person or by proxy, either in writing or by vote at a meeting called
for the purpose, the Corporation shall not create or authorize any additional
shares of Series Stock or amend, alter or repeal any of the rights, preferences
or powers of the holders of Series Stock so as to affect adversely any such
rights, preferences or powers; provided, however, that without the consent of
the holders of all outstanding shares of Series Stock, the Corporation shall
not amend the Series Stock to adversely affect the Conversion Ratio thereof.
Section 4. Conversion. Each share of the Series Stock may be converted
at any time within thirty days of the issuance thereof, at the option of the
holder thereof, into shares of Common Stock of the Corporation, on the terms
and conditions set forth below in this Section 4.
(A) Subject to the provisions for adjustment hereinafter set forth,
the number of shares of Common Stock which shall be deliverable upon conversion
of a share of Series Stock shall not exceed the face value of the Related
Debenture which was converted into such share of Series Stock divided by the
mean of the high and low sales price of the Company's Common Stock on the date
of sale of such Related Debenture. For the purpose of this subparagraph (A) of
this Section 4, the terms "closing price" and "Trading Date" shall have the
meanings attributed to them in subparagraph (B)(6) of this Section 4.
2
<PAGE> 3
(B) The number of shares of Common Stock which shall be deliverable
upon conversion of a share of Series Stock (the "Conversion Ratio") shall be
adjusted from time to time as follows:
(1) In case the Corporation at any time or from time to time
following the date of issuance of the Related Debentures which may be
converted into shares of Series Stock shall pay or make a dividend or
other distribution on any class of capital stock of the Corporation in
Common Stock, the Conversion Ratio in effect at the opening of
business on the day following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution
shall be increased by multiplying such Conversion Ratio by a fraction
of which the numerator shall be the sum of the number of shares of
Common Stock outstanding at the close of business on the date fixed
for such determination and the total number of shares of Common Stock
constituting such dividend or other distribution, and the denominator
shall be the total number of shares of Common Stock outstanding at the
close of business on the date fixed for such determination, such
increase to become effective immediately after the opening of business
on the day following the date fixed for such determination. For the
purposes of this subparagraph (B)(1), the number of shares of Common
Stock at any time outstanding shall not include shares held in the
treasury of the Corporation but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of
Common Stock. The Corporation will not pay any dividend on shares of
Common Stock held in the treasury of the Company.
(2) In case the Corporation shall issue rights or warrants to
all holders of its Common Stock entitling them (for periods ending
within 180 days) to subscribe for or purchase shares of Common Stock
at a price per share less than the current market price per share
(determined as provided in subparagraph (B)(6) of this Section) of the
Common Stock on the date fixed for the determination of stockholders
entitled to receive such rights or warrants, the Conversion Ratio in
effect at the opening of business on the day following the date fixed
for such determination shall be increased by multiplying such
Conversion Ratio by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding at the close of business
on the date fixed for such determination plus the number of shares of
Common Stock so offered for subscription or purchase, and the
denominator shall be the number of shares of Common Stock outstanding
at the close of business on the date fixed for such determination plus
the number of shares of Common Stock which the aggregate of the
offering price of the total number of shares of
3
<PAGE> 4
Common Stock so offered for subscription or purchase would purchase at
such current market price, such increase to become effective
immediately after the opening of business on the day following the
date fixed for such determination. For the purposes of this
subparagraph (B)(2), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the
Corporation but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock.
The Corporation will not issue any rights or warrants in respect of
shares of Common Stock held in the treasury of the Corporation.
(3) In case outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the
Conversion Ratio in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall
be proportionately increased, and, conversely, in case outstanding
shares of Common Stock shall each be combined into a smaller number of
shares of Common Stock, the Conversion Ratio in effect at the opening
of business on the day following the day upon which such combination
becomes effective shall be proportionately decreased, such increase or
reduction, as the case may be, to become effective immediately after
the opening of business on the day following the day upon which such
subdivision or combination becomes effective.
(4) In case the Corporation shall, by dividend or otherwise,
distribute to all holders of its Common Stock evidences of its
indebtedness or assets (including securities, but excluding any rights
or warrants referred to in subparagraph (B)(2) of this Section, any
dividend or distribution paid in cash out of the earned surplus of the
Company and any dividend or distribution referred to in subparagraph
(B)(1) of this Section), the Conversion Ratio shall be adjusted so
that the same shall equal that number determined by multiplying the
Conversion Ratio in effect immediately prior to the close of business
on the date fixed for the determination of stockholders entitled to
receive such distribution by a fraction of which the numerator shall
be the current market price per share (determined as provided In
subparagraph (B)(6) of this Section) of the Common Stock on the date
fixed for such determination and the denominator shall be such current
market price per share of the Common Stock less the then fair market
value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of such Board of
Directors) of the portion of the assets or evidences of indebtedness
so distributed applicable to one share of Common Stock, such
adjustment to become effective immediately prior to the opening of
business on the
4
<PAGE> 5
day following the date fixed the determination of stockholders
entitled to receive such distribution.
(5) The reclassification (including any reclassification upon
a consolidation or merger in which the Corporation is the continuing
corporation) of Common Stock into securities including other than
Common Stock shall be deemed to involve (a) a distribution of such
securities other than Common Stock to all holders of Common Stock (and
the effective date of such reclassification shall be deemed to be "the
date fixed for the determination of stockholders entitled to receive
such distribution" and "the date fixed for such determination" within
the meaning of subparagraph (B)(4) of this Section), and (b) a
subdivision or combination, as the case may be, of the number of
shares of Common Stock outstanding immediately prior to such
reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such
reclassification shall be deemed to be "the day upon which such
subdivision becomes effective" or "the day upon which such combination
becomes effective," as the case may be, and "the day upon which such
subdivision or combination becomes effective" within the meaning of
subparagraph (B)(3) of this Section).
(6) For the purpose of any computation under subparagraphs
(B)(2) and (B)(4) of this Section, the current market price per share
of Common Stock on any date shall be deemed to be the average of the
daily closing prices for the 15 consecutive "Trading Days" selected by
the Company commencing not less than 20 nor more than 30 Trading Days
before the day in question, The closing price for each day shall be
the last reported sales price regular way or, in case no such reported
sale takes place on such day, the average of the reported closing bid
and asked prices regular way, in either case on the New York Stock
Exchange or, if the Common Stock is not listed or admitted to trading
on such Exchange, on the principal national securities exchange on
which the Common Stock is listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, the
average of the closing bid and asked prices as furnished by any New
York Stock Exchange member firm selected from time to time by the
Corporation for that purpose. The term "Trading Date" shall mean a day
on which the principal national securities exchange on which shares of
the Common Stock are listed or admitted to trading is open for the
transaction of business or, if not listed or admitted to trading on
any national securities exchange, a Monday, Tuesday, Wednesday,
Thursday or Friday on which banking institutions in the City of
Houston, Texas are not authorized or obligated by law or executive
order to close.
5
<PAGE> 6
(7) The Corporation may make such increases in the Conversion
Ratio, in addition to those required by subparagraphs (B)(1), (B)(2),
(B)(3) and (B)(4) of this Section. as it considers to be advisable in
order that any event treated for Federal Income tax purposes as a
dividend of stock or stock rights shall not be taxable to the
recipients.
(8) No adjustment in the Conversion Ratio shall be required
unless such adjustment would require an increase or decrease of at
least one percent in such Conversion Ratio; provided, however, that
any adjustment which by reason of this subparagraph (B)(8) is not
required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article shall
be made to the nearest 1/100 of a share.
(C) The holder of any shares of the Series Stock may exercise his
option to convert such shares into shares of Common Stock by surrendering for
such purpose to the Corporation, at its principal office or at such other
office or agency maintained by the Corporation for that purpose, a certificate
or certificates representing the shares of Series Stock to be converted
accompanied by a written notice stating that such holder elects to convert all
or a specified whole number of such shares in accordance with the provisions of
this Section 4. As promptly as practicable, and in any event within five
business days after the surrender of such certificates and the receipt of such
notice relating thereto, the Corporation shall deliver or cause to be delivered
(i) certificates representing the number of validly issued, fully paid and
nonassessable shares of Common Stock of the Corporation to which the holder of
the Series Stock so converted shall be entitled and (ii) If less than the full
number of shares of the Series Stock evidenced by the surrendered certificate
or certificates are being converted, a new certificate or certificates, of like
tenor, for the number of shares evidenced by such surrendered certificate or
certificates less the number of shares converted. Conversions shall be deemed
to have been made at the close of business on the date of giving of such notice
and of such surrender of the certificate or certificates representing the
shares of the Series Stock to be converted so that the rights of the holder
shall cease with respect to such surrendered certificates except for the right
to receive Common Stock of the Corporation in accordance herewith, and the
converting holder shall be treated for all purposes as having become the record
holder of such Common Stock of the Corporation at such time.
(D) In connection with the conversion of any shares of the Series
Stock, no fractions of shares or Common Stock shall be issued, but the
Corporation shall pay a cash adjustment in respect of such fractional interest
in an amount equal to the market value of such fractional interest. In such
event, the market value of a share of Common Stock of the Corporation shall be
the current market price per share (as defined in subparagraph (B)(6) of this
Section 4) of such shares on the last Trading Date on which
6
<PAGE> 7
such shares were traded immediately preceding the date upon which such shares
of Series Stock are deemed to have been converted.
(E) The Corporation shall at all times reserve and keep available out
of its authorized Common Stock the full number of shares of Common Stock of the
Corporation issuable upon (a) the conversion of all outstanding shares of the
Series Stock, and (b) the conversion or exercise of any other outstanding
securities or rights convertible or exercisable into Common Stock, including
outstanding Related Debentures.
Section 5. Adjustments for Certain Corporate Transactions. In case of
any consolidation of the Corporation with, or merger of the Corporation into,
any other corporation (other than a consolidation or merger in which the
Corporation is the continuing corporation and in which no change is made in the
outstanding Common Stock), or in case of any sale or transfer of all or
substantially all of the assets of the Corporation, the corporation formed by
such consolidation or the corporation resulting from such merger or the person
which shall have acquired such assets, as the case may be, shall make adequate
provision providing that the holder of each share of Series Stock then
outstanding shall have the right thereafter to convert such Series Stock into
the kind and amount of stock or other securities and property receivable upon
such consolidation, merger, sale or transfer by a holder of the number of
shares of Common Stock into which such Series Stock might have been converted
immediately prior to such consolidation, merger, sale or transfer. Adequate
provision shall also be made to provide for adjustments which, for events
subsequent to such consolidation, merger, sale or transfer, shall be as nearly
equivalent as may be practicable to the adjustments provided for in Section 4.
The above provisions of this Section 5 shall similarly apply to successive
consolidations, mergers, sales or transfers.
Section 6. Reports of Adjustments. Whenever the Conversion Ratio is
adjusted as provided in Sections 4 and 5, the Corporation shall promptly
compute such adjustment and promptly mail to each registered holder of the
Series Stock and the Related Debentures a certificate, signed by the chief
financial officer of the Corporation, setting forth the number of shares of
Common Stock into which each share of the Series Stock is convertible as a
result of such adjustment, a brief statement of the facts requiring such
adjustment and the computation thereof and when such adjustment will become
effective.
Section 7. Voting. Except as otherwise provided elsewhere in the
Certificate of Incorporation of the Corporation or required by law, the holders
of Series Stock shall have no voting power in the election of directors or for
any other purposes.
RESOLVED, that, before the Corporation shall issue any shares of the
Series Stock, a certificate of designations pursuant to Section 151 of the
General Corporation Law of the State of Delaware shall be made, executed,
acknowledged, filed and recorded in accordance with the provisions of said
Section 151; and the proper officers of the Corporation
7
<PAGE> 8
are hereby authorized and directed to do all acts and things which may be
necessary or proper in their opinion to carry into effect the purposes and
intent of this and the foregoing resolutions."
IN WITNESS WHEREOF, ROWAN COMPANIES, INC. has caused this Certificate
to be duly executed by its Senior Vice President and attested to by its
Secretary and has caused its corporate seal to be affixed hereto, this 5th day
of August 1998.
ROWAN COMPANIES, INC.
By: /s/ E. E. THIELE
-------------------------------------
Senior Vice President
E. E. Thiele
[Corporate Seal]
ATTEST:
/s/ MARK H. HAY
- -----------------------------------
Secretary
Mark H. Hay
8
<PAGE> 9
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
Before me, a Notary Public, on this day personally appeared E. E.
Thiele, known to me to be the person and officer whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was the act of
Rowan Companies, Inc., a Delaware corporation, that he has executed the same as
the act of such corporation for the purposes and consideration therein
expressed, and that the facts stated therein are true.
Given under my hand and seal of office this 5th day of August, 1998.
/s/ MARCIA BRIDGES
-----------------------------------------
Notary Public, in and for
the State of Texas
My Commission Expires:
[SEAL]
7-18-2002
- ----------------------
9
<PAGE> 10
ROWAN COMPANIES, INC.
CERTIFICATE OF CORRECTION FILED TO CORRECT A
CERTAIN ERROR IN THE CERTIFICATE OF DESIGNATIONS
PROVIDING FOR THE ISSUE OF SERIES A PREFERRED STOCK
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON AUGUST 6, 1998
Rowan Companies, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the corporation is ROWAN COMPANIES, INC.
2. That a Certificate of Designations providing for the issue of
Series A Preferred Stock was filed in the office of the Secretary
of State of Delaware on August 6, 1998 and that said Certificate of
Designations requires correction as permitted by Section 103 of The
General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate of Designations to be
corrected is as follows:
As a result of a subtotal mistakenly being construed to be the
total, the number of shares of the Company's Series A Preferred
Stock established and provided for in such Certificate of
Designations was inadvertently shown as 2,300 instead of 4,800. To
correct this misstatement, the first "Resolved" paragraph (the one
and only paragraph or provision containing such number) in the
Certificate of Designations is corrected to read as follow:
"RESOLVED, that pursuant to Paragraph A of Article
Fourth of the Certificate of Incorporation of the
Corporation, as amended (which creates and authorizes
5,000,000 shares of preferred stock, par value of
$1.00 per share, hereinafter called the "Preferred
Stock"), the Board of Directors hereby establishes and
provides for the issue of a series of 4,800 shares of
Preferred Stock, designated as Series A Preferred
Stock (the "Series Stock"), which shares shall be
issuable only upon conversion of the Series A Floating
Rate Subordinated Convertible Debentures (the "Related
Debentures") of the Corporation and shall be
convertible into shares of common stock, $.125 par
value, of the Corporation (the "Common Stock"),
pursuant to the terms and conditions hereinafter set
forth."
<PAGE> 11
IN WITNESS WHEREOF, ROWAN COMPANIES, INC. has caused this Certificate
to be duly executed by its Senior Vice President and attested to by its
Secretary and has caused its corporate seal to be affixed hereto this 28th day
of January 1999.
ROWAN COMPANIES, INC.
By: /s/ E. E. THIELE
-------------------------------------
Senior Vice President
[Corporate Seal] E. E. Thiele
ATTEST:
/s/ MARK H. HAY
- -----------------------------------
Secretary
Mark H. Hay
<PAGE> 1
EXHIBIT 4.9
ROWAN COMPANIES, INC.
CERTIFICATE OF DESIGNATIONS
Providing for an Issue of Series B Preferred Stock
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
ROWAN COMPANIES, INC., a Delaware corporation (the "Corporation"),
certifies that, pursuant to the authority contained In Article Fourth of its
Certificate of Incorporation and in accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, the 1998 Debenture
Plan Committee of the Board of Directors duly approved at its April 22, 1999
meeting (at which a quorum was present), and the Board of Directors duly
ratified and approved at its April 23, 1999 meeting (at which a quorum was
present), the empowerment of and the issuance of a directive to the proper
officers of the Corporation for the purpose of having such officers take the
appropriate actions which, in their opinion, may be necessary or proper to
create and provide for the issuance of a series of shares of Preferred Stock as
described below, and further providing for the voting powers, designations,
preferences and relative, participating, optional or other rights thereof, and
the qualifications, limitations or restrictions thereof, in addition to those
set forth in said Certificate of Incorporation, all in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, and that the approval creating such empowerment and establishing such
directive has at all times since remained in effect and is now in effect and
unamended:
(1) Pursuant to Paragraph A of Article Fourth of the Certificate of
Incorporation of the Corporation, as amended (which creates and
authorizes 5,000,000 shares of preferred stock, par value of $1.00 per
share, hereinafter called the "Preferred Stock"), the Board of
Directors empowered the proper officers to establish and provide for
the issue of a series of 4,800 shares of Preferred Stock, designated as
Series B Preferred Stock (the "Series Stock"), which shares shall be
issuable only upon conversion of the Series B Floating Rate
Subordinated Convertible Debentures (the "Related Debentures") of the
Corporation and shall be convertible into shares of common stock, $.125
par value, of the Corporation (the "Common Stock"), pursuant to the
terms and conditions hereinafter set forth.
(2) The voting powers, preferences and relative, participating, optional,
conversion, and other rights of the shares of the Series Stock, and the
qualifications, limitations or restrictions thereof, in addition to
those set forth in said Article Fourth, are as follows:
Section 1. Dividends. The holders of shares of Series Stock shall not
be entitled to receive cash dividends on such shares.
<PAGE> 2
Section 2. Liquidation Preference. (A) Upon the complete liquidation,
dissolution, or winding-up of the Corporation, whether voluntarily or
involuntarily, the Series Stock shall be entitled, before any
distribution is made to the holders of Common Stock and of any other
capital stock of the Corporation which ranks junior to the Series
Stock in respect of distributions of assets on liquidation,
dissolution or winding-up of the Corporation, to be paid $1.00 per
share, and shall not be entitled to any further payment.
(B) In case the net assets of the Corporation are insufficient to
pay all outstanding shares of Series Stock, and any other class
of stock of the Corporation ranking in parity upon a liquidation,
dissolution, or winding-up with the Series Stock ("Parity
Stock"), the liquidation preferences to which all such shares are
entitled, then the entire net assets of the Corporation shall be
distributed ratably to all outstanding shares of the Series Stock
and Parity Stock, if any, in proportion to the total amounts to
which the holders of all such shares are entitled upon such
liquidation, dissolution, or winding-up.
(C) The merger or consolidation of the Corporation into or with
another corporation or the merger or consolidation of any other
corporation into or with the Corporation, or the sale, lease or
conveyance of all or substantially all the assets, property or
business of the Corporation shall not be deemed to be a
liquidation, dissolution, or winding-up of the Corporation within
the meaning of this Section 2.
Section 3. Certain Restrictions. Without the consent of the holders of
at least two-thirds of the total number of shares of Series Stock
outstanding, given in person or by proxy, either in writing or by vote
at a meeting called for the purpose, the Corporation shall not create
or authorize any additional shares of Series Stock or amend, alter or
repeal any of the rights, preferences or powers of the holders of
Series Stock so as to affect adversely any such rights, preferences or
powers; provided, however, that without the consent of the holders of
all outstanding shares of Series Stock, the Corporation shall not
amend the Series Stock to adversely affect the Conversion Ratio
thereof.
Section 4. Conversion. Each share of the Series Stock may be converted
at any time within thirty days of the issuance thereof, at the option
of the holder thereof, into shares of Common Stock of the Corporation,
on the terms and conditions set forth below in this Section 4.
(A) Subject to the provisions for adjustment hereinafter set
forth, the number of shares of Common Stock which shall be
deliverable upon conversion of a share of Series Stock shall not
exceed the face value of the Related Debenture which was
converted into such share of Series Stock divided by the mean of
the high and low sales price of the Company's Common Stock on the
date of sale of such Related Debenture. For the
2
<PAGE> 3
purpose of this subparagraph (A) of this Section 4, the terms
"closing price" and "Trading Date" shall have the meanings
attributed to them in subparagraph (B)(6) of this Section 4.
(B) The number of shares of Common Stock which shall be
deliverable upon conversion of a share of Series Stock (the
"Conversion Ratio") shall be adjusted from time to time as
follows:
(1) In case the Corporation at any time or from time to time
following the date of issuance of the Related Debentures
which may be converted into shares of Series Stock shall pay
or make a dividend or other distribution on any class of
capital stock of the Corporation in Common Stock, the
Conversion Ratio in effect at the opening of business on the
day following the date fixed for the determination of
stockholders entitled to receive such dividend or other
distribution shall be increased by multiplying such
Conversion Ratio by a fraction of which the numerator shall
be the sum of the number of shares of Common Stock
outstanding at the close of business on the date fixed for
such determination and the total number of shares of Common
Stock constituting such dividend or other distribution, and
the denominator shall be the total number of shares of
Common Stock outstanding at the close of business on the
date fixed for such determination, such increase to become
effective immediately after the opening of business on the
day following the date fixed for such determination. For the
purposes of this subparagraph (B)(1), the number of shares
of Common Stock at any time outstanding shall not include
shares held in the treasury of the Corporation but shall
include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The
Corporation will not pay any dividend on shares of Common
Stock held in the treasury of the Company.
(2) In case the Corporation shall issue rights or warrants
to all holders of its Common Stock entitling them (for
periods ending within 180 days) to subscribe for or purchase
shares of Common Stock at a price per share less than the
current market price per share (determined as provided in
subparagraph (B)(6) of this Section) of the Common Stock on
the date fixed for the determination of stockholders
entitled to receive such rights or warrants, the Conversion
Ratio in effect at the opening of business on the day
following the date fixed for such determination shall be
increased by multiplying such Conversion Ratio by a fraction
of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares
of Common Stock so offered for subscription or purchase, and
the denominator shall be the number of shares of Common
Stock outstanding at the close of business on the date fixed
for such determination plus the number of
3
<PAGE> 4
shares of Common Stock which the aggregate of the offering
price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such
current market price, such increase to become effective
immediately after the opening of business on the day
following the date fixed for such determination. For the
purposes of this subparagraph (B)(2), the number of shares
of Common Stock at any time outstanding shall not include
shares held in the treasury of the Corporation but shall
include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The
Corporation will not issue any rights or warrants in respect
of shares of Common Stock held in the treasury of the
Corporation.
(3) In case outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock,
the Conversion Ratio in effect at the opening of business on
the day following the day upon which such subdivision
becomes effective shall be proportionately increased, and,
conversely, in case outstanding shares of Common Stock shall
each be combined into a smaller number of shares of Common
Stock, the Conversion Ratio in effect at the opening of
business on the day following the day upon which such
combination becomes effective shall be proportionately
decreased, such increase or reduction, as the case may be,
to become effective immediately after the opening of
business on the day following the day upon which such
subdivision or combination becomes effective.
(4) In case the Corporation shall, by dividend or otherwise,
distribute to all holders of its Common Stock evidences of
its indebtedness or assets (including securities, but
excluding any rights or warrants referred to in subparagraph
(B)(2) of this Section, any dividend or distribution paid in
cash out of the earned surplus of the Company and any
dividend or distribution referred to in subparagraph (B)(1)
of this Section), the Conversion Ratio shall be adjusted so
that the same shall equal that number determined by
multiplying the Conversion Ratio in effect immediately prior
to the close of business on the date fixed for the
determination of stockholders entitled to receive such
distribution by a fraction of which the numerator shall be
the current market price per share (determined as provided
In subparagraph (B)(6) of this Section) of the Common Stock
on the date fixed for such determination and the denominator
shall be such current market price per share of the Common
Stock less the then fair market value (as determined by the
Board of Directors, whose determination shall be conclusive
and described in a resolution of such Board of Directors) of
the portion of the assets or evidences of indebtedness so
distributed applicable to one share of Common Stock, such
adjustment to become effective immediately prior to the
opening of business on the day following the
4
<PAGE> 5
date fixed the determination of stockholders entitled to
receive such distribution.
(5) The reclassification (including any reclassification
upon a consolidation or merger in which the Corporation is
the continuing corporation) of Common Stock into securities
including other than Common Stock shall be deemed to involve
(a) a distribution of such securities other than Common
Stock to all holders of Common Stock (and the effective date
of such reclassification shall be deemed to be "the date
fixed for the determination of stockholders entitled to
receive such distribution" and "the date fixed for such
determination" within the meaning of subparagraph (B)(4) of
this Section), and (b) a subdivision or combination, as the
case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into
the number of shares of Common Stock outstanding immediately
thereafter (and the effective date of such reclassification
shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination
becomes effective," as the case may be, and "the day upon
which such subdivision or combination becomes effective"
within the meaning of subparagraph (B)(3) of this Section).
(6) For the purpose of any computation under subparagraphs
(B)(2) and (B)(4) of this Section, the current market price
per share of Common Stock on any date shall be deemed to be
the average of the daily closing prices for the 15
consecutive "Trading Days" selected by the Company
commencing not less than 20 nor more than 30 Trading Days
before the day in question, The closing price for each day
shall be the last reported sales price regular way or, in
case no such reported sale takes place on such day, the
average of the reported closing bid and asked prices regular
way, in either case on the New York Stock Exchange or, if
the Common Stock is not listed or admitted to trading on
such Exchange, on the principal national securities exchange
on which the Common Stock is listed or admitted to trading
or, if not listed or admitted to trading on any national
securities exchange, the average of the closing bid and
asked prices as furnished by any New York Stock Exchange
member firm selected from time to time by the Corporation
for that purpose. The term "Trading Date" shall mean a day
on which the principal national securities exchange on which
shares of the Common Stock are listed or admitted to trading
is open for the transaction of business or, if not listed or
admitted to trading on any national securities exchange, a
Monday, Tuesday, Wednesday, Thursday or Friday on which
banking institutions in the City of Houston, Texas are not
authorized or obligated by law or executive order to close.
5
<PAGE> 6
(7) The Corporation may make such increases in the
Conversion Ratio, in addition to those required by
subparagraphs (B)(1), (B)(2), (B)(3) and (B)(4) of this
Section. as it considers to be advisable in order that any
event treated for Federal Income tax purposes as a dividend
of stock or stock rights shall not be taxable to the
recipients.
(8) No adjustment in the Conversion Ratio shall be required
unless such adjustment would require an increase or decrease
of at least one percent in such Conversion Ratio; provided,
however, that any adjustment which by reason of this
subparagraph (B)(8) is not required to be made shall be
carried forward and taken into account in any subsequent
adjustment. All calculations under this Article shall be
made to the nearest 1/100 of a share.
(C) The holder of any shares of the Series Stock may exercise his
option to convert such shares into shares of Common Stock by
surrendering for such purpose to the Corporation, at its
principal office or at such other office or agency maintained by
the Corporation for that purpose, a certificate or certificates
representing the shares of Series Stock to be converted
accompanied by a written notice stating that such holder elects
to convert all or a specified whole number of such shares in
accordance with the provisions of this Section 4. As promptly as
practicable, and in any event within five business days after the
surrender of such certificates and the receipt of such notice
relating thereto, the Corporation shall deliver or cause to be
delivered (i) certificates representing the number of validly
issued, fully paid and nonassessable shares of Common Stock of
the Corporation to which the holder of the Series Stock so
converted shall be entitled and (ii) If less than the full number
of shares of the Series Stock evidenced by the surrendered
certificate or certificates are being converted, a new
certificate or certificates, of like tenor, for the number of
shares evidenced by such surrendered certificate or certificates
less the number of shares converted. Conversions shall be deemed
to have been made at the close of business on the date of giving
of such notice and of such surrender of the certificate or
certificates representing the shares of the Series Stock to be
converted so that the rights of the holder shall cease with
respect to such surrendered certificates except for the right to
receive Common Stock of the Corporation in accordance herewith,
and the converting holder shall be treated for all purposes as
having become the record holder of such Common Stock of the
Corporation at such time.
(D) In connection with the conversion of any shares of the Series
Stock, no fractions of shares or Common Stock shall be issued,
but the Corporation shall pay a cash adjustment in respect of
such fractional interest in an amount equal to the market value
of such fractional interest. In such event, the market value of a
share of Common Stock of the Corporation shall be the current
market price per share (as defined in subparagraph (B)(6)
6
<PAGE> 7
of this Section 4) of such shares on the last Trading Date on
which such shares were traded immediately preceding the date upon
which such shares of Series Stock are deemed to have been
converted.
(E) The Corporation shall at all times reserve and keep available
out of its authorized Common Stock the full number of shares of
Common Stock of the Corporation issuable upon (a) the conversion
of all outstanding shares of the Series Stock, and (b) the
conversion or exercise of any other outstanding securities or
rights convertible or exercisable into Common Stock, including
outstanding Related Debentures.
Section 5. Adjustments for Certain Corporate Transactions. In case of
any consolidation of the Corporation with, or merger of the
Corporation into, any other corporation (other than a consolidation or
merger in which the Corporation is the continuing corporation and in
which no change is made in the outstanding Common Stock), or in case
of any sale or transfer of all or substantially all of the assets of
the Corporation, the corporation formed by such consolidation or the
corporation resulting from such merger or the person which shall have
acquired such assets, as the case may be, shall make adequate
provision providing that the holder of each share of Series Stock then
outstanding shall have the right thereafter to convert such Series
Stock into the kind and amount of stock or other securities and
property receivable upon such consolidation, merger, sale or transfer
by a holder of the number of shares of Common Stock into which such
Series Stock might have been converted immediately prior to such
consolidation, merger, sale or transfer. Adequate provision shall also
be made to provide for adjustments which, for events subsequent to
such consolidation, merger, sale or transfer, shall be as nearly
equivalent as may be practicable to the adjustments provided for in
Section 4. The above provisions of this Section 5 shall similarly
apply to successive consolidations, mergers, sales or transfers.
Section 6. Reports of Adjustments. Whenever the Conversion Ratio is
adjusted as provided in Sections 4 and 5, the Corporation shall
promptly compute such adjustment and promptly mail to each registered
holder of the Series Stock and the Related Debentures a certificate,
signed by the chief financial officer of the Corporation, setting
forth the number of shares of Common Stock into which each share of
the Series Stock is convertible as a result of such adjustment, a
brief statement of the facts requiring such adjustment and the
computation thereof and when such adjustment will become effective.
Section 7. Voting. Except as otherwise provided elsewhere in the
Certificate of Incorporation of the Corporation or required by law,
the holders of Series Stock shall have no voting power in the election
of directors or for any other purposes.
(3) Before the Corporation shall issue any shares of the Series Stock, a
certificate of designations pursuant to Section 151 of the General
Corporation Law of the State
7
<PAGE> 8
of Delaware shall be made, executed, acknowledged, filed and recorded
in accordance with the provisions of said Section 151; and the proper
officers of the Corporation are hereby authorized and directed to do
all acts and things which may be necessary or proper in their opinion
to carry into effect the purposes and intent of this and the other
actions required to be taken to create and provide for the issuance of
a series of shares of Preferred Stock as described above.
IN WITNESS WHEREOF, ROWAN COMPANIES, INC. has caused this Certificate to be
duly executed by its Senior Vice President and attested to by its Secretary and
has caused its corporate seal to be affixed hereto, this 24th day of June, 1999.
ROWAN COMPANIES, INC.
By: /s/ E. E. THIELE
----------------------
Senior Vice President
[Corporate Seal] E. E. Thiele
ATTEST:
/s/ MARK H. HAY
- ----------------------
Secretary
Mark H. Hay
8
<PAGE> 9
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
Before me, a Notary Public, on this day personally appeared E. E. Thiele,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of Rowan
Companies, Inc., a Delaware corporation, that he has executed the same as the
act of such corporation for the purposes and consideration therein expressed,
and that the facts stated therein are true.
Given under my hand and seal of office this 24th day of June, 1999.
/s/ MARCIA BRIDGES
-------------------------
Notary Public, in and for
the State of Texas
My Commission Expires:
7-18-2002 [NOTARY SEAL]
- --------------------
9
<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 an additional 3,000,000 shares (the "Shares") of
the Company's common stock, par value $.125 per share, pursuant to the Restated
1988 Nonqualified Stock Option Plan (the "Nonqualified 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 the 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 Nonqualified 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
<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 Restated 1988
Nonqualified 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 an additional 3,000,000
shares of Common Stock, $.125 par value, of the Company issuable on exercise of
grants under the Restated 1988 Nonqualified 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 Restated 1988
Nonqualified 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 an additional 3,000,000
shares of Common Stock, $.125 par value, of the Company issuable on exercise of
grants under the Restated 1988 Nonqualified 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
EXHIBIT 24
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the Restated 1988
Nonqualified 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 an additional 3,000,000
shares of Common Stock, $.125 par value, of the Company issuable on exercise of
grants under the Restated 1988 Nonqualified 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
EXHIBIT 24
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the Restated 1988
Nonqualified 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 an additional 3,000,000
shares of Common Stock, $.125 par value, of the Company issuable on exercise of
grants under the Restated 1988 Nonqualified 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
EXHIBIT 24
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the Restated 1988
Nonqualified 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 an additional 3,000,000
shares of Common Stock, $.125 par value, of the Company issuable on exercise of
grants under the Restated 1988 Nonqualified 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
EXHIBIT 24
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the Restated 1988
Nonqualified 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 an additional 3,000,000
shares of Common Stock, $.125 par value, of the Company issuable on exercise of
grants under the Restated 1988 Nonqualified 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
EXHIBIT 24
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the Restated 1988
Nonqualified 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 an additional 3,000,000
shares of Common Stock, $.125 par value, of the Company issuable on exercise of
grants under the Restated 1988 Nonqualified 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
EXHIBIT 24
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the Restated 1988
Nonqualified 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 an additional 3,000,000
shares of Common Stock, $.125 par value, of the Company issuable on exercise of
grants under the Restated 1988 Nonqualified 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
EXHIBIT 24
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the Restated 1988
Nonqualified 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 an additional 3,000,000
shares of Common Stock, $.125 par value, of the Company issuable on exercise of
grants under the Restated 1988 Nonqualified 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
EXHIBIT 24
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-8
Associated with the Restated 1988
Nonqualified 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 an additional 3,000,000
shares of Common Stock, $.125 par value, of the Company issuable on exercise of
grants under the Restated 1988 Nonqualified 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
---------------------------
