UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): May 16, 2012
ROWAN COMPANIES plc
(Exact name of registrant as specified in its charter)
Commission File Number: 1-5491
England and Wales | 98-1023315 |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
2800 Post Oak Boulevard, Suite 5450
Houston, Texas 77056-6189
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (713) 621-7800
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Information
Rowan Companies plc (the “Company”) is filing this Current Report on Form 8-K in connection with the filing with the Securities and Exchange Commission (“SEC”) of a shelf registration statement relating to securities that may be offered from time to time, by the Company or Rowan Companies, Inc. (“Rowan Delaware”), for the purpose of adding Note 10 to Rowan Delaware’s unaudited condensed consolidated financial statements included in Part I, Item 1 of Rowan Delaware’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 2, 2012 (the “Quarterly Report”).
The Company is providing the additional note to the financial statements to provide condensed consolidating financial information in accordance with Rule 3-10 of Regulation S-X because the debt securities offered by the Company or Rowan Delaware may be fully and unconditionally guaranteed by the Company or certain of its wholly owned subsidiaries, including Rowan Delaware. To reflect the addition of Note 10 to the financial statements, Part I, Item 1 of the Quarterly Report is being amended in its entirety and is attached as Exhibit 99 hereto and incorporated by reference.
Because this Current Report is being filed only for the purpose described above and only affects the Item specified above, the other information contained in the Quarterly Report remains unchanged. No attempt has been made in this Current Report nor Exhibit 99, to modify or update disclosures in the Quarterly Report, except with respect to the addition of Note 10 described above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description |
99 | Update to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, of Rowan Companies, Inc. |
101.INS | XBRL Instance Document. |
101.SCH | XBRL Taxonomy Extension Schema Document. |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
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SIGNATURES
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 hereunto duly authorized.
Rowan Companies plc
By: __/s/ William H. Wells_____________
William H. Wells
Senior Vice President – CFO and Treasurer
(Principal Financial Officer)
Dated: May 16, 2012
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Exhibit Number | Description |
99 | Update to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 of Rowan Companies, Inc. |
101.INS | XBRL Instance Document. |
101.SCH | XBRL Taxonomy Extension Schema Document. |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |