ROWAN COMPANIES INC
S-3, EX-24, 2000-08-31
DRILLING OIL & GAS WELLS
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<PAGE>   1
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

                              ROWAN COMPANIES, INC.

                                Re: SEC Form S-3
                   Associated with the Series C Floating Rate
                            Subordinated Convertible
                               Debentures due 2010


         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 upon conversion of the Series C Preferred Stock
(issuable on conversion of the Series C Floating Rate Subordinated Convertible
Debentures due 2010), 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 31st
day of August, 2000.


                                                     /s/ Henry O. Boswell
                                             -----------------------------------

<PAGE>   2
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

                              ROWAN COMPANIES, INC.

                                Re: SEC Form S-3
                   Associated with the Series C Floating Rate
                            Subordinated Convertible
                               Debentures due 2010


         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 upon conversion of the Series C Preferred Stock
(issuable on conversion of the Series C Floating Rate Subordinated Convertible
Debentures due 2010), 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 31st
day of August, 2000.

                                               /s/ Hans M. Brinkhorst
                                        ----------------------------------------
<PAGE>   3
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

                              ROWAN COMPANIES, INC.

                                Re: SEC Form S-3
                   Associated with the Series C Floating Rate
                            Subordinated Convertible
                               Debentures due 2010


         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 upon conversion of the Series C Preferred Stock
(issuable on conversion of the Series C Floating Rate Subordinated Convertible
Debentures due 2010), 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 31st
day of August, 2000.

                                                      /s/ R.G. Croyle
                                                 -------------------------------


<PAGE>   4
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

                              ROWAN COMPANIES, INC.

                                Re: SEC Form S-3
                   Associated with the Series C Floating Rate
                            Subordinated Convertible
                               Debentures due 2010


         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 upon conversion of the Series C Preferred Stock
(issuable on conversion of the Series C Floating Rate Subordinated Convertible
Debentures due 2010), 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 31st
day of August, 2000.


                                                 /s/ Frederick R. Lausen
                                        ----------------------------------------

<PAGE>   5
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

                              ROWAN COMPANIES, INC.

                                Re: SEC Form S-3
                   Associated with the Series C Floating Rate
                            Subordinated Convertible
                               Debentures due 2010


         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 upon conversion of the Series C Preferred Stock
(issuable on conversion of the Series C Floating Rate Subordinated Convertible
Debentures due 2010), 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 31st
day of August, 2000.


                                                        /s/ H.E. Lentz
                                                  ------------------------------


<PAGE>   6
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

                              ROWAN COMPANIES, INC.

                                Re: SEC Form S-3
                   Associated with the Series C Floating Rate
                            Subordinated Convertible
                               Debentures due 2010


         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 upon conversion of the Series C Preferred Stock
(issuable on conversion of the Series C Floating Rate Subordinated Convertible
Debentures due 2010), 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 31st
day of August, 2000.


                                                    /s/ D. F. McNease
                                              ----------------------------------


<PAGE>   7
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

                              ROWAN COMPANIES, INC.

                                Re: SEC Form S-3
                   Associated with the Series C Floating Rate
                            Subordinated Convertible
                               Debentures due 2010


         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 upon conversion of the Series C Preferred Stock
(issuable on conversion of the Series C Floating Rate Subordinated Convertible
Debentures due 2010), 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 31st
day of August, 2000.


                                                        /s/ Lord Moynihan
                                                  ------------------------------

<PAGE>   8
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

                              ROWAN COMPANIES, INC.

                                Re: SEC Form S-3
                   Associated with the Series C Floating Rate
                            Subordinated Convertible
                               Debentures due 2010


         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 upon conversion of the Series C Preferred Stock
(issuable on conversion of the Series C Floating Rate Subordinated Convertible
Debentures due 2010), 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 31st
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 C Floating Rate
                            Subordinated Convertible
                               Debentures due 2010


         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 upon conversion of the Series C Preferred Stock
(issuable on conversion of the Series C Floating Rate Subordinated Convertible
Debentures due 2010), 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 31st
day of August, 2000.


                                                /s/ Charles P. Siess, Jr.
                                          --------------------------------------






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