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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): DECEMBER 20, 2000
ROWAN COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 1-5491 75-0759420
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer Identification No.)
of incorporation)
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2800 POST OAK BOULEVARD, 77056-6127
SUITE 5450 HOUSTON, TEXAS
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 621-7800
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ITEM 5. OTHER EVENTS
On December 20, 2000, by authorization and approval of the Board of
Directors, Rowan Companies, Inc. (the "Company") and Citibank, N.A., as Rights
Agent, entered into the Fourth Amendment to the Company's Rights Agreement (the
"Rights Agreement") dated as of February 25, 1992.
The amendment deletes the following provisions:
o the requirement of a majority vote of Continuing Directors
(generally, directors who are unaffiliated with an Acquiring
Person and who are designated successors of existing
directors) to approve certain actions; and
o the 10-day period in which Rights are redeemable after there
is an Acquiring Person.
The amendment also limits the Company's ability to amend certain
provisions, such as the redemption provisions and final expiration date, during
the period in which there is an Acquiring Person.
The amendment also amends the definition of an Acquiring Person who
may trigger the Right to provide certain exceptions for inadvertent
acquisitions of the Company's Common Stock, if certain conditions are met.
Additionally, the amendment adds the provision that, at any time after a person
first becomes an Acquiring Person and until the Acquiring Person becomes the
beneficial owner of 50% or more of the outstanding Common Stock, the Board of
Directors may exchange the Rights, in whole or in part (except for Rights of an
Acquiring Person), for shares of Common Stock at an exchange ratio of one share
for each Right.
The foregoing description of the Fourth Amendment to Rights Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Fourth Amendment to Rights Agreement attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit No. Description
99.1 Fourth Amendment, dated as of December 20, 2000, to the Rights
Agreement (filed herewith).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROWAN COMPANIES, INC.
(Registrant)
By: /s/ E. E. THIELE
E. E. Thiele
Senior Vice President - Finance,
Administration and Treasurer
Date: December 22, 2000
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Fourth Amendment dated as of December 20, 2000, to the Rights
Agreement (filed herewith).
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