<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-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROWAN COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 2800 POST OAK BOULEVARD 75-0759420
(STATE OR OTHER JURISDICTION OF SUITE 5450 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) HOUSTON, TEXAS 77056-6196 IDENTIFICATION NUMBER)
(713) 621-7800
(ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
C. R. PALMER
2800 POST OAK BOULEVARD
SUITE 5450
HOUSTON, TEXAS 77056-6196
(713) 621-7800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement,
as determined by the selling stockholders in light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
--------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
--------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Registered Amount to be registered(1) Offering Price Aggregate Offering Amount of Registration Fee
Per Share(3) Price(3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.125(2) 161,346(1) $18.78125(3) $3,030,280(3) $842.42
===================================================================================================================================
</TABLE>
(1) Subject to adjustment to prevent dilution resulting from stock splits,
stock dividends or similar transactions. There are also registered
hereunder such indeterminate number of additional shares of Common Stock,
par value $.125 per share, of the registrant as may be issuable upon
conversion of the floating rate subordinated convertible debentures and
preferred stock, par value $1.00 per share, of the registrant pursuant to
the anti-dilution and similar provisions of such floating rate subordinated
convertible debentures and preferred stock.
(2) 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.
(3) Estimated pursuant to Regulation 457(c) solely for the purpose of
calculating the registration fee based on the average of the high and low
prices reported on the New York Exchange as of July 30, 1999.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registrant statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE> 2
PROSPECTUS
ROWAN COMPANIES, INC.
161,346 SHARES
COMMON STOCK, $.125 PAR VALUE
ISSUABLE UPON CONVERSION OF
SERIES A FLOATING RATE SUBORDINATED
CONVERTIBLE DEBENTURES DUE 2008
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
This prospectus is a part of a registration statement that covers 161,346
shares of our Common Stock that are issuable upon conversion of shares of our
preferred stock, par value $1.00 per share, which are issuable upon conversion
of our currently outstanding floating rate subordinated convertible debentures.
These shares may be offered and sold from time to time by any stockholder
identified in this prospectus (each considered a "selling stockholder" and,
taken together, the "selling stockholders").
All proceeds from the sale of the Common Stock discussed in this prospectus
will go to the selling stockholders who offer and sell their shares. We will not
receive any of the proceeds from those sales.
We encourage you to read the entire prospectus and the documents to which
we have referred you. In this prospectus, the words "registrant", "Company",
"we", "our", "ours" and "us" refer to Rowan Companies, Inc. and its
subsidiaries.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS THAT
YOU SHOULD CONSIDER BEFORE YOU INVEST IN THE SHARES BEING SOLD WITH THIS
PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS AUGUST 3, 1999
<PAGE> 3
TABLE OF CONTENTS
Where You Can Find More Information.........................3
Risk Factors................................................4
Selling Stockholders........................................7
Description of the Securities...............................9
Indemnification of Directors and Officers...................9
Plan of Distribution.......................................10
Legal Opinions.............................................10
Experts....................................................10
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available at the SEC's
website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you 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.
Accordingly, we incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until the selling stockholders sell
all their shares of common stock as provided for in this prospectus. Our SEC
Commission File Number is 1-5491.
(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 for the three
months ended 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.
We have filed with the SEC a registration statement on Form S-3, which is
made up of this prospectus and all amendments and exhibits, which are
collectively referred to as the registration statement, under the Securities Act
of 1933, as amended. This prospectus is only a part of the registration
statement, and does not contain all of the information that the registration
statement contains, parts of which have been left out of the prospectus as
permitted by the rules of the SEC. Accordingly, information included in this
prospectus from a document contained elsewhere in the registration statement is
not necessarily complete and, in each case, the source document being referred
to, whether an exhibit to this registration statement or otherwise filed with
the SEC, should be consulted. The information in this prospectus is qualified in
its entirety by the reference to the source document. For more information,
refer to the registration statement.
At your request, we will provide at no cost to you, a copy of all or a part
of the documents or information that is referred to above as incorporated herein
by reference, not including any exhibits (unless the exhibits have been
incorporated by reference into those documents). Your request should be directed
to Rowan Companies, Inc., 2800 Post Oak Boulevard, Suite 5450, Houston, Texas
77056-6196, Attention: Corporate Secretary, telephone: (713) 621-7800.
<PAGE> 4
RISK FACTORS
This prospectus contains forward looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including, without
limitation, statements as to the expectations, beliefs and future expected
financial performance of the Company that are based on current expectations and
are subject to certain risks, trends and uncertainties that could cause actual
results to differ materially from those projected by the Company. Among the
factors that could cause actual results to differ materially are the following:
oil and natural gas prices; the level of offshore expenditures by energy
companies; the general economy, including inflation; weather conditions in the
Company's principal operating areas; and environmental and other laws and
regulations.
YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING MATTERS, AS WELL AS THE
INFORMATION CONTAINED IN THIS PROSPECTUS AND INCORPORATED HEREIN.
RELIANCE ON OIL AND GAS INDUSTRY
Both our drilling and aviation operations are dependent upon the condition
of the oil and gas industry, in particular the level of offshore drilling
activity. The market for offshore drilling and related services is very
volatile, and has generally been unfavorable since the early 1980s.
Currently, the drilling industry is experiencing depressed market
conditions. The deterioration began in 1998 primarily due to weak oil and
natural gas prices which resulted from increased worldwide production and
stagnant global demand. Energy companies reacted by reducing their drilling
expenditures, first by allowing contract options to lapse and eventually by
canceling planned drilling projects. Drilling activity has been further
curtailed by the effects of energy company mergers and the uncertainty created
within the merging companies' drilling staffs, plans and budgets. Our drilling
operations began feeling the effects of this decline in activity in mid-1998 and
it is a situation that is ongoing at this time.
We received notification from a customer in January 1999 that our one-year
North Sea drilling contract for Gorilla V was being terminated for an alleged
performance breach relating to certain equipment problems. We do not believe
that we breached the contract and we are vigorously pursing all legal remedies
to enforce our rights under the contract. In the interim, all current rig costs
are being expensed; thus, the absence of the $16 million in quarterly revenues
has a corresponding effect on pre-tax income. At present, we cannot accurately
predict how long this dispute will last, whether or not we will prevail or what
the economic ramifications will be.
There can be no assurance that our drilling and aviation operations will
not be more adversely affected should current market conditions persist or that
such conditions will not deteriorate further.
CURRENT OPERATING LOSS
Although we had achieved profitability in 14 consecutive quarters over the
1995-1998 period, we incurred a net loss, a loss from operations and an
operating cash deficit in the first quarter of 1999. Our revenues and earnings
were negatively affected by lower rig utilization and day rates in large part
due to the factors noted above under RELIANCE ON OIL AND GAS INDUSTRY.
Contributing to the deficit were the timing of certain shipments by our
manufacturing division and the normal seasonal reduction in our aviation
operations.
Prevailing market conditions caused average day rates to continue declining
in the second quarter of 1999, though rig utilization increased during the
period. For the second half of 1999, we anticipate an improvement in both rig
utilization and day rates. The volatility underlying the drilling industry
prevents our being able to accurately predict future operating conditions and
results.
<PAGE> 5
FLEET EXPANSION AND LIQUIDITY PROBLEMS
Our current fleet expansion program, our first new construction since the
mid-1980s, began in 1995. In all, three Gorilla Class rigs, which are a
heavy-duty class of jack-up rig, are to be constructed at a total cost of
approximately $600-650 million. Capital expenditures in 1998 included $84
million for the completion of Gorilla V, $67 million toward the construction of
Gorilla VI and $21 million toward the construction of Gorilla VII. We estimate
1999 capital expenditures will be between $175 and $200 million, including about
$125 million for Gorillas VI and VII.
Approximately 87 1/2% of the costs of both Gorillas V and VI are being
financed through 12-year notes guaranteed by the U. S. Department of
Transportation's Maritime Administration ("MARAD") under its Title XI Program.
Each rig is collateral for the associated note. We have applied for Title XI
financing for Gorilla VII seeking rates and terms similar to those obtained for
Gorillas V and VI, although there can be no assurance that the financing will be
obtained. We believe that internally generated working capital may continue to
be adequate to fund the construction of Gorilla VII. However, given current and
anticipated near-term operating conditions, there can be no assurance that
working capital will be adequate throughout the period required to complete
construction or that other outside financing will be available.
At June 30, 1999, we had available $45 million under a $155 million bank
revolving credit facility maturing in October 2000. We currently have no other
available credit facilities.
INTENSE COMPETITION
All three of our business segments encounter intense competition in each of
the markets they serve. Some of our competitors possess greater financial
resources than we do.
In the case of drilling operations, a general oversupply of rigs has lasted
for well over a decade, although availability has tightened in various
geographical markets from time to time. We believe that competition for drilling
contracts in non-niche markets will continue to be intense for the foreseeable
future.
Our aviation and manufacturing operations also face vigorous competition in
each of the markets in which they compete, typically against more than one
competitor. In many instances, our competitors not only possess greater
financial resources but also have significantly larger shares of the market.
OPERATIONAL HAZARDS
Our drilling operations are subject to many hazards, including blowouts and
well fires, which could cause personal injury, suspend drilling operations,
seriously damage or destroy equipment and cause substantial damage to producing
formations and the surrounding areas. Offshore drilling operations are also
subject to marine hazards, either on-site or while under tow, such as vessel
capsizing, collision or grounding. Raising and lowering the legs of jack-up rigs
into the ocean floor and ballasting semi-submersible units require skillful
handling to avoid capsizing or other serious damage. Drilling into high pressure
formations is a complex process and problems can frequently occur.
Operation of helicopters and fixed-wing aircraft, particularly under
weather conditions prevailing in Alaska, is potentially hazardous, although we
conduct rigorous safety training programs to minimize these hazards. Our
manufacturing operations are potentially hazardous inasmuch as the air, land and
inland waters associated with our manufacturing processes may become polluted
and that of injuries and/or deaths and property damage may result from the use
of our products.
<PAGE> 6
We believe that we are adequately insured for physical damage to our rigs,
aircraft and manufacturing facilities. We believe that we are adequately insured
for marine and aviation liabilities and other exposures customarily encountered
in providing our services. However, we do not carry insurance covering the loss
of earnings. We have experienced incidents related to many of the hazards
discussed above, including loss or damage to drilling formations due to blowout
and fire and loss of drilling equipment while under tow and aircraft due to
accidents. We believe that we are adequately insured for product-related risks
arising from our manufacturing operations, including claims for personal injury
and/or death, property damage, loss of use of product, business interruption and
legal expenses necessary to defend ourselves from claims of that nature. To
date, we have not suffered any material uninsured losses. We anticipate that our
present insurance coverages will be maintained, but no assurance can be given
that such coverages will continue to be available or that self-insured amounts
or deductibles will not increase.
RISKS OF FOREIGN OPERATIONS
Foreign operations are subject to certain political, economic and other
uncertainties not encountered in domestic operations, including risks of
expropriation of our equipment and our customer's property and drilling rights,
taxation policies, foreign exchange restrictions, currency rate fluctuations and
the general hazards associated with foreign sovereignty over certain areas in
which operations are conducted. We attempt to minimize the risk of currency rate
fluctuations by generally denominating contract payment terms in United States
dollars.
EXTENSIVE REGULATIONS
Our three business segments are subject to many government regulations,
including those relating to: equipping drilling vessels and aircraft; drilling
practices; and the level of taxation. In addition, many countries (including the
United States) have regulations relating to environmental protection and
pollution control. Recent events have also increased the sensitivity of our
operations to environmental matters. We may be liable for damages resulting from
pollution of offshore waters and, under United States regulations, must
establish financial responsibility in order to drill offshore.
We believe that we are in compliance with all material legislation and
regulations affecting the operations of our three business segments. This
includes the drilling of oil and gas wells, the equipping and flying of
aircraft, controlling the discharge of wastes from drilling rigs and controlling
waste water discharges, solid waste disposals and air emissions from our
manufacturing plant. Further legislation may be reasonably anticipated, but any
effects on our operations cannot be predicted.
YEAR 2000 (Y2K) RISK
In recent years, we have devoted substantial efforts towards upgrading and
enhancing our drilling and aviation information systems as a matter of course,
with many of the modifications necessarily contemplating Y2K compliance. These
upgrades and enhancements were substantially complete at June 30, 1999.
Necessary modifications to our manufacturing information systems were undertaken
more recently, and should be complete by September 30, 1999.
Although we expect to be Y2K compliant prior to year-end 1999, in a
"most-reasonably-likely-worst-case-scenario", failure on our part or by third
parties to fully implement appropriate Y2K plans could adversely affect our
operations. We have not yet deemed necessary any Y2K contingency plans, but we
will continue to monitor our own Y2K status as well as that of our customers and
vendors and, if warranted, will develop any necessary contingency plans.
<PAGE> 7
SELLING STOCKHOLDERS
This prospectus relates to the sale of Rowan Common Stock by the selling
stockholders, specifically shares obtained by them following conversion of their
Series A Floating Rate Subordinated Convertible Debentures due 2008 (the "Series
A Debentures"). The $4.8 million of Series A Debentures are first convertible
into 4,800 shares of Rowan Series A Preferred Stock, par value $1.00 per share,
which is then convertible into 161,346 shares of Rowan Common Stock. The
conversion price of $29.75 per common share was the average of the high and low
trading price on April 24, 1998, the date the Series A Debentures were sold to
the selling stockholders. The Series A Debentures vest or become convertible in
specified amounts and intervals until April 24, 2008. No conversions have
occurred to date.
The selling stockholders purchased their Series A Debentures from Rowan
through their participation in the 1998 Convertible Debenture Incentive Plan,
previously approved by Rowan's stockholders. The selling stockholders have
indicated that they intend to sell all shares of Common Stock resulting from the
conversions described above on the New York Stock Exchange or the Pacific
Exchange Stock & Options. Such sales will be made at market prices as quoted on
those exchanges on the date of sale. Any selling stockholder, however, may also
make privately negotiated sales directly or through a broker or brokers.
The following table lists the selling stockholders, their positions and
their Common Stock holdings as of June 30, 1999. The number of shares of Common
Stock obtainable by their conversion of Series A Debentures is shown as "Shares
Covered by this Prospectus".
<TABLE>
<CAPTION>
================================================================================================================================
Shares Shares Beneficial
Shares 401 (k) Acquirable Total Covered Ownership
Beneficially Plan within 60 Beneficial by this After
Selling Stockholder Position (1) Owned (2) Holdings Days (3) Ownership Prospectus (4) Offering (5)
- ------------------- ----------------------- ----------- -------- ---------- ---------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
C. R. Palmer Chairman of the Board, 451,865 5,713 959,869 1,417,447 84,034 1,396,439
President and Chief
Executive Officer
R. G. Croyle Executive Vice President 6,000 237,878 243,878 16,807 239,676
D. F. McNease Executive Vice President - 1,005 3,650 196,929 201,584 16,807 197,382
Drilling
E. E. Thiele Senior Vice President - 17,000 215,290 232,290 16,807 228,088
Finance, Administration
and Treasurer
P. L. Kelly Senior Vice President - 20,000 16,271 36,271 10,084 33,750
Special Projects
Dan C. Eckermann Vice President - 37,271 37,271 10,084 34,750
Manufacturing
C. W. Johnson Vice President - Aviation 35,209 136,358 171,567 6,723 169,886
===============================================================================================================================
</TABLE>
(1) Each selling stockholder continuously served in the position shown above
for more than the past three years except Mr. McNease, who served from
October 1993 to April 1999 as Senior Vice President - Drilling, and Mr.
Eckermann, who has served from September 1996 to present as President and
Chief Executive Officer of LeTourneau, Inc., a subsidiary of the Company.
From February 1994 to September 1996, Mr. Eckermann served as President of
LeTourneau Marine Group and Vice President, Operations for LeTourneau.
(2) Included in the beneficially owned amounts of Mr. Palmer are 20,752 shares
of Common Stock owned by his mother over which he may be deemed to have
some measure of investment control. Included in the beneficially owned
amounts of Mr. Croyle are 1,000 shares owned by Mr. Croyle's son. Mr.
Croyle disclaims beneficial ownership of such shares.
<PAGE> 8
(3) Within 60 days, each selling stockholder may obtain additional Rowan Common
Stock through (i) the conversion of Series III Floating Rate Subordinated
Convertible Debentures ("Series III Debentures"); (ii) the conversion of
Series A Debentures (see (4) below) and (iii) the exercise of Nonqualified
Stock Options ("Options"), as follows:
<TABLE>
<CAPTION>
Debentures
-------------------------
Selling Stockholder Series III Series A Options Total
----------------------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
C. R. Palmer 711,111 21,008 227,750 959,869
R. G. Croyle 125,926 4,202 107,750 237,878
D. F. McNease 151,852 4,202 40,875 196,929
E. E. Thiele 162,963 4,202 48,125 215,290
Paul L. Kelly 2,521 13,750 16,271
Dan C. Eckermann 2,521 34,750 37,271
C. W. Johnson 125,927 1,681 8,750 136,358
</TABLE>
(4) Amount represents the number of shares of Rowan Common Stock obtainable by
each selling stockholder upon his conversion of all Series A Debentures.
The Series A Debentures are convertible or vest incrementally over a
four-year period. The earliest conversion dates and the number of shares of
Common Stock then obtainable are as follows:
<TABLE>
<CAPTION>
Shares Obtainable on April 24,
---------------------------------------------------------
Selling Stockholder 1999 2000 2001 2002 Total
----------------------- ------------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
C. R. Palmer 21,008 21,008 21,009 21,009 84,034
R. G. Croyle 4,202 4,202 4,202 4,201 16,807
D. F. McNease 4,202 4,202 4,202 4,201 16,807
E. E. Thiele 4,202 4,202 4,202 4,201 16,807
Paul L. Kelly 2,521 2,521 2,521 2,521 10,084
Dan C. Eckermann 2,521 2,521 2,521 2,521 10,084
C. W. Johnson 1,681 1,681 1,681 1,680 6,723
</TABLE>
(5) Assumes each selling stockholder converts all vested Series A Debentures
into Rowan Common Stock and then sells all of the stock. Except for Mr.
Palmer, each selling stockholder's shares represent less than one percent
of Rowan's outstanding shares of Common Stock as of June 30, 1999. Mr.
Palmer's shares represent about 1.7% of Rowan's outstanding shares of
Common Stock as of June 30, 1999.
Excluded from the preceding table are shares of Rowan Common Stock
obtainable by the selling stockholders through their conversion of Series B
Floating Rate Subordinated Convertible Debentures due 2009 (the "Series B
Debentures"). The $4.8 million of Series B Debentures are first convertible into
4,800 shares of Rowan Series B Preferred Stock, par value $1.00 per share, which
is then convertible into 341,333 shares of Rowan Common Stock. The conversion
price of $14.0625 per common share was the average of the high and low trading
price on April 23, 1999, the date the Series B Debentures were sold to the
selling stockholders. The Series B Debentures vest or become convertible in
specified amounts and intervals until April 23, 2009. No Series B Debentures
vest prior to April 23, 2000.
<PAGE> 9
AUTHORIZED PREFERRED STOCK
Our Certificate of Incorporation authorizes the issuance of preferred stock
with designations, rights and preferences determined by our Board of Directors.
Accordingly, the Board is empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting or other rights
that could adversely affect the voting or other rights of our Common
Stockholders. We have reserved 1,500,000 shares of preferred stock for possible
issuance in connection with our Stockholder Rights Agreement (the "Rights
Agreement") adopted by the Board on February 25, 1992 (see DESCRIPTION OF THE
SECURITIES). If issued, the preferred stock could be used, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of our preferred stock, there can be no assurance that we will not do so
in the future.
DESCRIPTION OF THE SECURITIES
As of June 30, 1999, Rowan had 83,178,657 shares of Common Stock
outstanding. The Common Stock is listed on the New York Stock Exchange and the
Pacific Exchange Stock & Options. Each share of Common Stock has attached to it
rights (the "Rights") to acquire on one-hundredth of a share of our Series A
Junior Preferred Stock pursuant to the Rights Agreement.
The Rights Agreement provides for the distribution to our stockholders of
one Right for each outstanding share of Common Stock. Each Right entitles its
holder to purchase from us one one-hundredth of a share of our Series A Junior
Preferred Stock at an exercise price of $75.00. In addition, under certain
circumstances, each Right will entitle the holder to purchase our securities or
an acquiring entity at 1/2 market value. The Rights are exercisable only if a
person or group acquires 15% or more of our outstanding Common Stock or makes a
tender offer for 30% or more of our outstanding Common Stock. The Rights will
expire on February 25, 2002. We may generally redeem the Rights at a price of
$.01 per Right at any time until the 10th day following public announcement that
a 15% position has been acquired. One million five hundred thousand shares of
our preferred stock have been designated Series A Junior Preferred Stock and
reserved for issuance upon exercise of the Rights. Additional information
concerning the terms of the Rights is contained in our Registration Statement on
Form 8-A relating to the Rights, which Registration Statement has been
incorporated by reference herein.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Certificate of Incorporation and Bylaws provide that our directors and
officers will be indemnified by Rowan, to the full extent authorized or
permitted by law, for all losses they may incur in connection with any claim or
legal action involving them while serving as a Rowan director or officer. In
addition, our Certificate of Incorporation limits the monetary liability of
Rowan directors for certain breaches of their fiduciary duty of care.
Rowan maintains directors' and officers' liability coverage which generally
insures the directors and officers against liability arising from 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.
<PAGE> 10
PLAN OF DISTRIBUTION
These shares may be sold from time to time by the selling stockholders, or
by pledgees, donees, transferees or other successors in interest. These sales
may be made on one or more exchanges or in the over-the-counter market, or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions directly with
purchasers. The shares may also be sold by one or more of the following:
(1) a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
(2) purchases by a broker or dealer as principal and resale by the broker
or dealer for its account pursuant to this Prospectus;
(3) an exchange distribution in accordance with the rules of the exchange;
and
(4) ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
In effecting sales, brokers or dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from selling stockholders in amounts to be
negotiated immediately prior to the sale. These brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with these sales. In
addition, any securities covered by this Prospectus that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
LEGAL OPINIONS
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Andrews & Kurth L.L.P, 600 Travis, Suite 4200,
Houston, Texas 77002.
EXPERTS
The consolidated financial statements of Rowan Companies, Inc. and
subsidiaries as of December 31, 1998 and 1997 and for each of the three years in
the period ended December 31, 1998 incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
1998 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
<PAGE> 11
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE COMMON STOCK TO
WHICH IT RELATES OR AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
-----------------
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION..............3
RISK FACTORS.....................................4
SELLING STOCKHOLDERS.............................7
DESCRIPTION OF THE SECURITIES....................9
INDEMNIFICATION OF DIRECTORS AND OFFICERS........9
PLAN OF DISTRIBUTION............................10
LEGAL OPINIONS..................................10
EXPERTS.........................................10
-----------------
================================================================================
================================================================================
ROWAN COMPANIES, INC.
161,346 SHARES OF
COMMON STOCK
------------
PROSPECTUS
------------
================================================================================
<PAGE> 12
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the Common
Stock being registered are estimated as follows:
Registration fee.................... $ 842
Blue Sky fees and expenses.......... -0-
Legal fees and expenses............. 3,000
Accounting fees and expenses........ 3,300
Printing and engraving expenses..... 1,300
Stock exchange listing fee.......... 360
Miscellaneous expenses.............. 250
------
Total............................ $9,052
======
All of the expenses set forth above have been or will be paid by the
Company. Any additional expenses incurred in connection with the sale of Common
Stock offered hereby by selling stockholders will be paid by such selling
stockholders. It is impracticable to estimate any such additional expenses.
ITEM 15. 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.
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.
See also the undertakings set out in response to Item 17.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company dated February
17, 1984 incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491)
and Exhibits 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 below.
4.2 Bylaws of the Company, amended as of July 14, 1998, incorporated
by reference to Exhibit 3 to the Company's Form 10-Q for the
fiscal quarter ended June 30, 1998 (File No. 1-5491).
4.3 Rights Agreement as amended between the Company and Citibank, N.A.
as Rights Agent incorporated by reference to Exhibit 4d to the
Company's Form 10-K for the fiscal year ended December 31, 1997
(File No. 1-5491).
4.4 Certificate of Change of Address of Registered Office and of
Registered Agent dated July 25, 1984 incorporated by reference to
Exhibit 4.4 to the Company's Registration Statement No. 333-84369
on Form S-8 (File No. 1-5491).
</TABLE>
<PAGE> 13
<TABLE>
<S> <C>
4.5 Certificate of Amendment of Certificate of Incorporation dated
April 24, 1987 incorporated by reference to Exhibit 4.5 to the
Company's Registration Statement No. 333-84369 on Form S-8 (File
No. 1-5491).
4.6 Certificate of Designation of the Company's Series A Junior
Preferred Stock dated March 2, 1992 incorporated by reference to
Exhibit 4.6 to the Company's Registration Statement No. 333-84369
on Form S-8 (File No. 1-5491).
4.7 Certificate of Designation of the Company's Series III Preferred
Stock dated November 30, 1994 incorporated by reference to Exhibit
4.7 to the Company's Registration Statement No. 333-84369 on Form
S-8 (File No. 1-5491).
4.8 Certificate of Designation of (and Certificate of Correction
related thereto) the Company's Series A Preferred Stock dated
August 5, 1998 and January 28, 1999, respectively, incorporated by
reference to Exhibit 4.8 to the Company's Registration Statement
No. 333-84369 on Form S-8 (File No. 1-5491).
4.9 Certificate of Designation of the Company's Series B Preferred
Stock dated June 24, 1999 incorporated by reference to Exhibit 4.9
to the Company's Registration Statement No. 333-84369 on Form S-8
(File No. 1-5491).
5.1 Opinion of Andrews & Kurth L.L.P., counsel for Rowan Companies,
Inc. (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
24 Powers of Attorney.
99.1 Rowan Companies, Inc. 1998 Convertible Debenture Incentive 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>
ITEM 17. 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the 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 Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
<PAGE> 14
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth under ITEM 15. INDEMNIFICATION
OF DIRECTORS AND OFFICERS, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission 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> 15
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on August 3, 1999.
ROWAN COMPANIES, INC.
(Registrant)
By C. R. PALMER
C. R. Palmer,
Chairman of the Board, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- -------------------- ----------------------------- --------------
<S> <C> <C>
C. R. PALMER Chairman of the Board, August 3, 1999
(C. R. Palmer) President and Chief
Executive Officer
E. E. THIELE Principal Financial Officer August 3, 1999
(E. E. Thiele)
WILLIAM H. WELLS Principal Accounting Officer August 3, 1999
(William H. Wells)
*RALPH E. BAILEY Director August 3, 1999
(Ralph E. Bailey)
*HENRY O. BOSWELL Director August 3, 1999
(Henry O. Boswell)
*HANS M. BRINKHORST Director August 3, 1999
(Hans M. Brinkhorst)
*R. G. CROYLE Director August 3, 1999
(R. G. Croyle)
*(H. E. LENTZ) Director August 3, 1999
(H. E. Lentz)
*D. F. MCNEASE Director August 3, 1999
(D. F. McNease)
*LORD MOYNIHAN Director August 3, 1999
(Lord Moynihan)
*WILFRED P. SCHMOE Director August 3, 1999
(Wilfred P. Schmoe)
*CHARLES P. SIESS, JR. Director August 3, 1999
(Charles P. Siess, Jr.)
*C. W. YEARGAIN Director August 3, 1999
(C. W. Yeargain)
*BY C. R. PALMER
(C. R. Palmer, Attorney-in-fact)
</TABLE>
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company dated February
17, 1984 incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491)
and Exhibits 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 below.
4.2 Bylaws of the Company, amended as of July 14, 1998, incorporated
by reference to Exhibit 3 to the Company's Form 10-Q for the
fiscal quarter ended June 30, 1998 (File No. 1-5491).
4.3 Rights Agreement as amended between the Company and Citibank, N.A.
as Rights Agent incorporated by reference to Exhibit 4d to the
Company's Form 10-K for the fiscal year ended December 31, 1997
(File No. 1-5491).
4.4 Certificate of Change of Address of Registered Office and of
Registered Agent dated July 25, 1984 incorporated by reference to
Exhibit 4.4 to the Company's Registration Statement No. 333-84369
on Form S-8 (File No. 1-5491).
4.5 Certificate of Amendment of Certificate of Incorporation dated
April 24, 1987 incorporated by reference to Exhibit 4.5 to the
Company's Registration Statement No. 333-84369 on Form S-8 (File
No. 1-5491).
4.6 Certificate of Designation of the Company's Series A Junior
Preferred Stock dated March 2, 1992 incorporated by reference to
Exhibit 4.6 to the Company's Registration Statement No. 333-84369
on Form S-8 (File No. 1-5491).
4.7 Certificate of Designation of the Company's Series III Preferred
Stock dated November 30, 1994 incorporated by reference to Exhibit
4.7 to the Company's Registration Statement No. 333-84369 on Form
S-8 (File No. 1-5491).
</TABLE>
<PAGE> 17
<TABLE>
<S> <C>
4.8 Certificate of Designation of (and Certificate of Correction
related thereto) the Company's Series A Preferred Stock dated
August 5, 1998 and January 28, 1999, respectively, incorporated by
reference to Exhibit 4.8 to the Company's Registration Statement
No. 333-84369 on Form S-8 (File No. 1-5491).
4.9 Certificate of Designation of the Company's Series B Preferred
Stock dated June 24, 1999 incorporated by reference to Exhibit 4.9
to the Company's Registration Statement No. 333-84369 on Form S-8
(File No. 1-5491).
5.1 Opinion of Andrews & Kurth L.L.P., counsel for Rowan Companies,
Inc. (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
24 Powers of Attorney.
99.1 Rowan Companies, Inc. 1998 Convertible Debenture Incentive 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 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 proposed offering and sale
by certain selling stockholders of the Company, pursuant to a prospectus forming
a part of the Company's Registration Statement on Form S-3 (the "Registration
Statement"), of an aggregate of 161,346 shares (the "Shares") of common stock,
par value $.125 per share, of the Company, issuable in connection with the
conversion of the Company's Series A Floating Rate Subordinated Convertible
Debentures due 2008 (the "Series A Debentures") and Series A Preferred Stock,
par value $1.00 per share ("Series A Preferred Stock"), of the Company issued
under the Rowan Companies, Inc. 1998 Convertible Debenture Incentive Plan, as
amended (the "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, after issuance in connection with the conversion of
the Company's Series A Debentures and the Series A Preferred Stock in accordance
with the terms of the Plan, and when sold in accordance with the Prospectus,
will 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-3 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 and to the reference to us under the
heading "Experts" in the Prospectus, which is a part of this Registration
Statement.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Houston, Texas
August 2, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
ROWAN COMPANIES, INC.
Re: SEC Form S-3
Associated with the Series A Floating Rate
Subordinated Convertible
Debentures due 2008
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-3 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on conversion of the Series A Preferred Stock
(issuable on conversion of the Series A Floating Rate Subordinated Convertible
Debentures due 2008), 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-3
Associated with the Series A Floating Rate
Subordinated Convertible
Debentures due 2008
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-3 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on conversion of the Series A Preferred Stock
(issuable on conversion of the Series A Floating Rate Subordinated Convertible
Debentures due 2008), 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-3
Associated with the Series A Floating Rate
Subordinated Convertible
Debentures due 2008
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-3 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on conversion of the Series A Preferred Stock
(issuable on conversion of the Series A Floating Rate Subordinated Convertible
Debentures due 2008), 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-3
Associated with the Series A Floating Rate
Subordinated Convertible
Debentures due 2008
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-3 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on conversion of the Series A Preferred Stock
(issuable on conversion of the Series A Floating Rate Subordinated Convertible
Debentures due 2008), 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-3
Associated with the Series A Floating Rate
Subordinated Convertible
Debentures due 2008
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-3 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on conversion of the Series A Preferred Stock
(issuable on conversion of the Series A Floating Rate Subordinated Convertible
Debentures due 2008), 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-3
Associated with the Series A Floating Rate
Subordinated Convertible
Debentures due 2008
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-3 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on conversion of the Series A Preferred Stock
(issuable on conversion of the Series A Floating Rate Subordinated Convertible
Debentures due 2008), 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-3
Associated with the Series A Floating Rate
Subordinated Convertible
Debentures due 2008
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-3 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on conversion of the Series A Preferred Stock
(issuable on conversion of the Series A Floating Rate Subordinated Convertible
Debentures due 2008), 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-3
Associated with the Series A Floating Rate
Subordinated Convertible
Debentures due 2008
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-3 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on conversion of the Series A Preferred Stock
(issuable on conversion of the Series A Floating Rate Subordinated Convertible
Debentures due 2008), 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-3
Associated with the Series A Floating Rate
Subordinated Convertible
Debentures due 2008
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-3 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on conversion of the Series A Preferred Stock
(issuable on conversion of the Series A Floating Rate Subordinated Convertible
Debentures due 2008), 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-3
Associated with the Series A Floating Rate
Subordinated Convertible
Debentures due 2008
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-3 (or other appropriate form)
for filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental thereto, with respect to an issue of Common Stock, $.125 par
value, of the Company issuable on conversion of the Series A Preferred Stock
(issuable on conversion of the Series A Floating Rate Subordinated Convertible
Debentures due 2008), 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
--------------------------------------
