1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM_____TO_____
ROWAN COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-5491 75-0759420
(State or other jurisdiction of Commission File (I.R.S. Employer
incorporation or organization) Number Identification No.)
2800 Post Oak Boulevard, Suite 5450 Houston, Texas 77056-6196
- -------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(713) 621-7800
-------------------------------------------------------------
Registrant's telephone number, including area code
Inapplicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
The number of shares of common stock, $.125 par value, outstanding at April 30,
2000 was 93,854,179.
2
ROWAN COMPANIES, INC.
INDEX
Page No.
--------
PART I. Financial Information:
Item 1. Financial Statements:
Consolidated Balance Sheet --
March 31, 2000 and December 31, 1999........................2
Consolidated Statement of Operations --
Three Months Ended March 31, 2000
and 1999....................................................4
Consolidated Statement of Cash Flows --
Three Months Ended March 31, 2000
and 1999....................................................5
Notes to Consolidated Financial Statements..................6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations...............................................8
Item 3. Quantitative and Qualitative Disclosures
About Market Risk..........................................11
PART II. Other Information:
Item 4. Submission of Matters to a Vote
of Security Holders........................................12
Item 6. Exhibits and Reports on Form 8-K...........................12
3
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
March 31, December 31,
2000 1999
------------ ------------
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents ...................... $ 197,487 $ 87,055
Receivables - trade and other .................. 87,387 93,083
Inventories - at cost:
Raw materials and supplies ................... 82,937 87,568
Work-in-progress ............................. 22,835 30,748
Finished goods ............................... 3,626 2,140
Prepaid expenses ............................... 5,270 5,877
Deferred tax assets - net ...................... 17,417 18,604
------------ ------------
Total current assets ................ 416,959 325,075
------------ ------------
PROPERTY, PLANT AND EQUIPMENT - at cost:
Drilling equipment ............................. 1,298,206 1,268,704
Aircraft and related equipment ................. 223,764 221,776
Manufacturing plant and equipment .............. 89,522 83,835
Construction in progress ....................... 297,016 248,567
Other property and equipment ................... 116,143 113,008
------------ ------------
Total ............................... 2,024,651 1,935,890
Less accumulated depreciation and amortization . 938,686 910,151
------------ ------------
Property, plant and equipment - net 1,085,965 1,025,739
------------ ------------
OTHER ASSETS AND DEFERRED CHARGES ................ 13,473 5,253
------------ ------------
TOTAL ............................... $ 1,516,397 $ 1,356,067
============ ============
See Notes to Consolidated Financial Statements.
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March 31, December 31,
2000 1999
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
CURRENT LIABILITIES:
Current maturities of long-term debt (Note 6)............................. $ 27,638 $ 129,123
Accounts payable - trade ................................................. 20,260 22,742
Other current liabilities ................................................ 41,354 50,418
------------ ------------
Total current liabilities ........................................... 89,252 202,283
------------ ------------
LONG-TERM DEBT - less current maturities ................................... 315,105 296,677
------------ ------------
OTHER LIABILITIES .......................................................... 52,067 55,270
------------ ------------
DEFERRED INCOME TAXES - net ................................................ 80,540 78,113
------------ ------------
STOCKHOLDERS' EQUITY (Note 6):
Preferred stock, $1.00 par value:
Authorized 5,000,000 shares issuable in series:
Series III Preferred Stock, authorized 10,300 shares, none outstanding
Series A Preferred Stock, authorized 4,800 shares, none outstanding
Series B Preferred Stock, authorized 4,800 shares, none outstanding
Series A Junior Preferred Stock, authorized 1,500,000 shares,
none issued
Common stock, $.125 par value:
Authorized 150,000,000 shares; issued 93,753,571 shares at
March 31, 2000 and 89,061,665 shares at December 31, 1999 .............. 11,719 11,133
Additional paid-in capital ............................................... 614,065 426,380
Retained earnings ........................................................ 353,649 347,545
Less cost of 5,759,319 treasury shares at December 31, 1999 .............. -- 61,334
------------ ------------
Total stockholders' equity .......................................... 979,433 723,724
------------ ------------
TOTAL ............................................................... $ 1,516,397 $ 1,356,067
============ ============
See Notes to Consolidated Financial Statements.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
For The Three Months
Ended March 31,
----------------------
2000 1999
--------- ---------
(Unaudited)
REVENUES:
Drilling services .............................. $ 81,924 $ 60,953
Manufacturing sales and services ............... 23,929 20,020
Aviation services .............................. 21,877 19,080
--------- ---------
Total .................................... 127,730 100,053
--------- ---------
COSTS AND EXPENSES:
Drilling services .............................. 55,765 53,811
Manufacturing sales and services ............... 20,570 20,170
Aviation services .............................. 23,576 21,619
Depreciation and amortization .................. 12,766 13,115
General and administrative ..................... 4,848 4,844
--------- ---------
Total .................................... 117,525 113,559
--------- ---------
INCOME (LOSS) FROM OPERATIONS ..................... 10,205 (13,506)
--------- ---------
OTHER INCOME (EXPENSE):
Interest expense ............................... (6,520) (4,992)
Less interest capitalized ...................... 4,178 2,073
Interest income ................................ 1,811 1,550
Other - net .................................... 66 174
--------- ---------
Other income (expense) - net ............. (465) (1,195)
--------- ---------
INCOME (LOSS) BEFORE INCOME TAXES ................. 9,740 (14,701)
Provision (credit) for income taxes ............ 3,636 (4,699)
--------- ---------
NET INCOME (LOSS) ................................. $ 6,104 $ (10,002)
========= =========
EARNINGS (LOSS) PER SHARE OF COMMON STOCK (Note 5):
Basic .......................................... $ .07 $ (.12)
========= =========
Diluted ........................................ $ .07 $ (.12)
========= =========
See Notes to Consolidated Financial Statements.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
For The Three Months
Ended March 31,
----------------------
2000 1999
--------- ---------
(Unaudited)
CASH PROVIDED BY (USED IN):
Operations:
Net income (loss) ............................................................ $ 6,104 $ (10,002)
Adjustments to reconcile net income (loss) to net cash provided by operations:
Depreciation and amortization ............................................. 12,766 13,115
Gain on disposals of property, plant and equipment ........................ (613) (698)
Compensation expense ...................................................... 1,507 1,181
Change in sale/leaseback payable .......................................... 188 (1,936)
Amortization of sale/leaseback gain ....................................... (797) (789)
Provision for pension and postretirement benefits ......................... 2,251 2,858
Deferred income taxes ..................................................... 3,199 (4,937)
Other - net ............................................................... 120 36
Changes in current assets and liabilities:
Receivables- trade and other .............................................. 6,745 8,864
Inventories ............................................................... 12,784 6,465
Other current assets ...................................................... 751 2,240
Current liabilities ....................................................... (17,052) (5,683)
Net changes in other noncurrent assets and liabilities ....................... (127) (255)
--------- ---------
Net cash provided by operations ................................................. 27,826 10,459
--------- ---------
Investing activities:
Property, plant and equipment additions ...................................... (72,706) (66,821)
Purchase of pump companies, net of cash acquired ............................. (7,245)
Proceeds from disposals of property, plant and equipment .................... 840 1,937
--------- ---------
Net cash used in investing activities ........................................... (79,111) (64,884)
--------- ---------
Financing activities:
Proceeds from borrowings .................................................... 30,321 20,822
Proceeds from common stock offering, net of issue costs ...................... 246,760
Repayments of borrowings ..................................................... (116,378) (6,378)
Payments to acquire treasury stock ........................................... (2,258)
Other - net .................................................................. 1,014 57
--------- ---------
Net cash provided by financing activities ....................................... 161,717 12,243
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .................................. 110,432 (42,182)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .................................... 87,055 148,834
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD .......................................... $ 197,487 $ 106,652
========= =========
See Notes to Consolidated Financial Statements.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements of the Company included herein
have been prepared without audit pursuant to accounting principles
generally accepted in the United States of America and the rules and
regulations of the Securities and Exchange Commission. Certain
information and notes have been condensed or omitted pursuant to such
rules and regulations and the Company believes that the disclosures
included herein are adequate. It is suggested that these condensed
financial statements be read in conjunction with the financial
statements and related notes included in the Company's 1999 Annual
Report to Stockholders (the "Annual Report") incorporated by reference
in the Form 10-K for the year ended December 31, 1999.
2. In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments and reclassifications,
which are of a normal recurring nature, necessary to present fairly its
financial position as of March 31, 2000 and December 31, 1999, and the
results of its operations for the three months ended March 31, 2000 and
1999 and its cash flows for the three months ended March 31, 2000 and
1999.
3. The results of operations for the three months ended March 31, 2000 are
not necessarily indicative of the results to be expected for the full
year.
4. The Company has three principal operating segments: contract drilling
of oil and gas wells, both onshore and offshore ("Drilling"),
helicopter and fixed-wing aircraft services ("Aviation") and the
manufacture and sale of heavy equipment for the mining, timber and
transportation industries, alloy steel and steel plate and marine
drilling equipment ("Manufacturing"). The following table presents
certain financial information of the Company as of March 31, 2000 and
1999 and for the three month periods then ended by operating segment
(amounts are in thousands).
2000 Drilling Manufacturing Aviation Consolidated
-------------------------- ------------- ------------- ------------- -------------
Total Assets $ 1,200,781 $ 183,697 $ 131,919 $ 1,516,397
Revenues 81,924 23,929 21,877 127,730
Operating Profit (Loss)(1) 18,459 1,661 (5,067) 15,053
1999 Drilling Manufacturing Aviation Consolidated
-------------------------- ------------- ------------- ------------- -------------
Total Assets $ 946,918 $ 168,073 $ 132,551 $ 1,247,542
Revenues 60,953 20,020 19,080 100,053
Operating Profit (Loss)(1) (1,211) (1,705) (5,746) (8,662)
(1) Income (loss) from operations before deducting general and
administrative expenses.
Excluded from the preceding table are the effects of transactions
between segments. During the three months ended March 31, 2000 and
1999, the Company's manufacturing division provided approximately $34
million and $38 million, respectively, of products and services to the
drilling division and the Company's aviation division provided
approximately $364,000 and $44,000, respectively, of flight services to
the drilling division.
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5. Computation of basic and diluted earnings (loss) per share is as
follows (in thousands, except per share amounts):
For The
Three Months Ended
March 31,
-------------------
2000 1999
-------- --------
Weighted average shares of common
stock outstanding ........................................ 87,589 83,087
Stock options and related (treasury stock method) .......... 927 423 (A)
Shares issuable from assumed conversion
of floating rate subordinated debentures ................. 1,053 433 (A)
-------- --------
Weighted average shares for diluted
earnings per share calculation ........................... 89,569 83,943
======== ========
Net income (loss) for basic and diluted calculation ........ $ 6,104 $(10,002)
======== ========
Earnings (loss) per share:
Basic .................................................... $ .07 $ (.12)
======== ========
Diluted .................................................. $ .07 $ (.12)
======== ========
(A) Shares issuable upon exercise of stock options and conversion of
debentures are included in this computation of diluted earnings
(loss) per share in accordance with Regulation S-K Item 601(b)(11).
Such items would be excluded in this instance under the provisions
of Statement of Financial Accounting Standards No. 128 because they
have an antidilutive effect.
6. During the first quarter of 2000, the Company completed the sale of
10.3 million shares of its common stock, consisting of 5.8 million
shares of treasury stock and 4.5 million newly issued shares. The net
proceeds of approximately $247 million were first applied to repayment
of the $110 million outstanding under the Company's $155 million bank
revolving credit facility maturing in October 2000, which was
subsequently cancelled. Remaining offering proceeds were retained for
working capital and general corporate purposes.
7. In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, which establishes
accounting and reporting standards for derivative instruments and
hedging activities. In June 1999, the FASB issued Statement No.
137, delaying the effective date of Statement No. 133 to fiscal years
beginning after June 15, 2000. The Company held no derivatives in 2000
and 1999 and believes Statement No. 133, when adopted effective January
1, 2001, will not materially impact its financial position or results
of operations.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
Three Months Ended March 31, 2000 Compared to
Three Months Ended March 31, 1999
The Company achieved net income of $6.1 million in the first quarter of 2000
compared to a net loss of $10.0 million in the same period of 1999. The improved
results were attained largely through a substantial increase in offshore
drilling activity between periods, primarily in the Gulf of Mexico, though the
Company's manufacturing and aviation divisions performed better as well.
A comparison of the revenues and operating profit (loss) from drilling,
manufacturing, aviation and consolidated operations for the first quarters of
2000 and 1999, respectively, is reflected below (dollars in thousands):
Drilling Manufacturing Aviation Consolidated
--------------------- --------------------- ---------------------- ---------------------
2000 1999 2000 1999 2000 1999 2000 1999
--------- --------- --------- --------- --------- --------- --------- ---------
Revenues $ 81,924 $ 60,953 $ 23,929 $ 20,020 $ 21,877 $ 19,080 $ 127,730 $ 100,053
Percent of Consolidated
Revenues 64% 61% 19% 20% 17% 19% 100% 100%
Operating Profit (Loss) (1) $ 18,459 $ (1,211) $ 1,661 $ (1,705) $ (5,067) $ (5,746) $ 15,053 $ (8,662)
- -------------------------------------------------------------------------------
(1) Income (loss) from operations before deducting general and administrative
expenses.
As reflected above, the Company's consolidated operating results increased by
$23.7 million when comparing the first quarters of 2000 and 1999. Day rate
drilling revenues increased by $21.0 million or 34% as the Company's offshore
fleet was 86% utilized during the first quarter of 2000, compared to only 49% in
the first quarter of 1999. Related expenses increased by $2.0 million, or 4%,
between periods, primarily due to mobilization costs of approximately $3.2
million to relocate Rowan Gorilla IV and the Arch Rowan from the North Sea to
the Gulf of Mexico.
The $3.4 million increase shown above in the Company's manufacturing results
between periods reflects increased contributions from the division's equipment,
steel and marine groups, as well as the initial two months of operations of the
pump group, LeTourneau Ellis Williams Company, which the Company acquired during
the first quarter of 2000. The division's external backlog increased by more
than 50% during the quarter to $15.6 million at March 31, 2000. Manufacturing
operations exclude approximately $34.2 million of products and services provided
to the Company's drilling division during the first quarter of 2000, most of
which was attributable to construction progress on Rowan Gorilla VI and Rowan
Gorilla VII, compared to $37.7 million in the same period of 1999.
The Company's aviation operating results in the first quarter of 2000 were
slightly improved over the prior-year quarter, due primarily to the increase in
energy-related flying in the Gulf of Mexico and growth of the commuter airline
in Alaska, although both periods reflect the normal seasonal slowdown in
helicopter flying activity in Alaska.
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Perceptible trends in the offshore drilling markets in which the Company is
currently operating and the number of Company-operated rigs in each of those
markets are as follows:
AREA RIGS PERCEPTIBLE INDUSTRY TRENDS
- --------------------------- ------------- ------------------------------------------------------------
Gulf of Mexico 19 Moderately improving exploration and development activity
Eastern Canada 3 Generally stable demand for harsh environment equipment
With the recent relocation of Rowan Gorilla IV and the Arch Rowan to the Gulf of
Mexico, the Company has effectively withdrawn from the North Sea market at this
time. While remaining confident in the market's long-term viability, the Company
does not believe a significant increase in jack-up drilling activity will occur
until the fall of 2000, at the earliest.
Perceptible trends in the principal aviation markets in which the Company is
currently operating and the number of Company-operated aircraft based in each of
those markets are as follows:
AREA AIRCRAFT PERCEPTIBLE INDUSTRY TRENDS
- ------------------------ ------------------- ----------------------------------------------------
Alaska 68 Normal seasonal improvement
Gulf of Mexico 46 Moderately improving levels of flight support activity
The drilling and aviation markets in which the Company competes frequently
experience significant changes in supply and demand. Offshore drilling
utilization and day rates are primarily a function of the demand for drilling
services, as measured by the level of exploration and development expenditures,
and the supply of capable drilling equipment. These expenditures, in turn, are
affected by many factors such as existing and newly discovered oil and natural
gas reserves, political and regulatory policies, seasonal weather patterns,
contractual requirements under leases or concessions, trends in finding and
extraction costs and, probably most influential, oil and natural gas prices. The
Company's aviation operations are also affected by such factors, as flying in
support of offshore energy operations remains a major source of business and
Alaska operations are hampered by weather each winter. The volatile nature of
such factors prevents the Company from being able to accurately predict whether
existing market conditions or the perceptible market trends reflected in the
preceding tables will continue. In response to fluctuating market conditions,
the Company can, as it has done in the past, relocate its drilling rigs and
aircraft from one geographic area to another, but only when the Company believes
such moves are economically justified. At current levels, the Company's drilling
operations are profitable, but there can be no assurance that existing and
anticipated market conditions will be sustained.
Though considerably less volatile than its drilling and aviation operations, the
Company's manufacturing operations have been adversely impacted by a prolonged
period of depressed world commodity prices; in particular, prices for copper,
iron ore and gold. Although prices for some commodities have recently improved,
the Company's external manufacturing backlog remains at a depressed level. As a
result, the Company cannot accurately predict whether or not its manufacturing
operations will continue to be profitable throughout the remainder of 2000.
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LIQUIDITY AND CAPITAL RESOURCES
A comparison of key balance sheet figures and ratios as of March 31, 2000 and
December 31, 1999 is as follows (dollars in thousands):
March 31, December 31,
2000 1999
------------ ------------
Cash and cash equivalents $ 197,487 $ 87,055
Current assets $ 416,959 $ 325,075
Current liabilities $ 89,252 $ 202,283
Current ratio 4.67 1.61
Long-term debt $ 315,105 $ 296,677
Stockholders' equity $ 979,433 $ 723,724
Long-term debt/total capitalization .24 .29
Reflected in the comparison above are the effects in the first quarter of 2000
of net cash provided by operations of $27.8 million, proceeds from borrowings of
$30.3 million, net proceeds from the issuance of common stock of $246.8 million,
capital expenditures of $80.0 million and debt payments of $116.4 million,
including the $110 million outstanding under the Company's $155 million
revolving credit facility maturing in October 2000.
Capital expenditures during the first quarter were primarily related to
construction of Rowan Gorilla VI and Rowan Gorilla VII, each being an enhanced
version of the Company's Gorilla Class jack-ups like Rowan Gorilla V featuring a
combination drilling and production capability. In addition, the Company
acquired the two companies that manufacture Ellis Williams (EWCO) mud pumps,
which currently range in size from 350 to 2,200 horsepower and have wide
acceptance in both oilfield and non-oilfield applications.
The Company is financing up to $171 million of the cost of Gorilla VI and up to
$185 million of the cost of Gorilla VII through 12-year bank loans guaranteed by
the U. S. Department of Transportation's Maritime Administration under its Title
XI Program. At March 31, 2000, the Company had drawn down about $167 million and
$39 million for Gorilla VI and Gorilla VII, respectively, under the facilities
with outstanding advances bearing interest at floating rates averaging
approximately 6.6%. Gorilla VI is undergoing final outfitting at the Company's
Sabine Pass, Texas facility and should be completed during June 2000. Gorilla
VII is being constructed at the Company's Vicksburg, Mississippi shipyard and
should be completed by year-end 2001.
On April 28, 2000, the Company announced plans for the design and construction
of an enhanced version of its Super Gorilla design, the Super Gorilla XL Class
jack-up. The new rig, to be named Rowan Gorilla VIII, will be outfitted with 708
feet of leg, 134 feet more than Gorillas V, VI or VII, and have 30% larger spud
cans enabling operation in the Gulf of Mexico in water depths up to 550 feet.
Gorilla VIII will also be able to operate in water depths up to 400 feet in the
hostile environments of eastern Canada and the North Sea. Gorilla VIII is
estimated to cost $190 million and will be constructed at Vicksburg,
Mississippi. Delivery is expected during the third quarter of 2003.
The Company estimates remaining 2000 capital expenditures will be between $100
million and $125 million, including approximately $75-100 million for Gorillas
VI, VII and VIII. The Company may also spend amounts to acquire additional
aircraft as market conditions justify and to upgrade existing offshore rigs and
manufacturing facilities.
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During the first quarter of 2000, the Company completed the sale of 10.3 million
shares of its common stock, consisting of 5.8 million shares of treasury stock
and 4.5 million newly issued shares. The net proceeds of approximately $247
million were first applied to repayment of the $110 million outstanding under
the Company's $155 million bank revolving credit facility, which was
subsequently cancelled. Remaining offering proceeds were retained for working
capital and general corporate purposes. The Company currently has no other
available credit facilities, but believes financing could be arranged if deemed
necessary.
On January 31, 2000, in connection with the Ellis Williams acquisition, the
Company issued $3 million in 7.5% promissory notes that are repayable in equal
annual installments through January 31, 2003.
Based upon current operating levels and the previously discussed market trends,
management believes that 2000 operations, together with existing working capital
and available financial resources, will generate sufficient cash flow to sustain
planned capital expenditures and debt service requirements at least through the
remainder of 2000.
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, which establishes accounting and
reporting standards for derivative instruments and for hedging activities. In
June 1999, the FASB issued Statement No. 137, which delays the effective date of
Statement No. 133 to fiscal years beginning after June 15, 2000. The Company
held no derivatives in 2000 or 1999 and believes that Statement No. 133, when
adopted effective January 1, 2001, will not materially impact its financial
position or results of operations.
This report 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, natural gas and other commodity 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. Other relevant factors have been disclosed in the
Company's filings with the U. S. Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's believes that its exposure to risk of earnings loss due to changes
in interest rates is not significant.
-11-
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PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders on April 28, 2000, stockholders
elected the three nominees for Class III Director as set forth in the
Company's Proxy Statement relating to the meeting. With respect to such
election, proxies were solicited pursuant to Regulation 14 under the
Securities Exchange Act of 1934 and there was no solicitation in
opposition to such nominees. Of the Company's 92,387,446 shares of
record, 86,155,578 were voted at the meeting by proxy. The following
numbers of votes were cast as to the Class III Director nominees: Henry
O. Boswell, 85,555,861 votes for and 599,717 votes withheld; Frederick
R. Lausen, 85,574,589 votes for and 580,989 votes withheld; and C. R.
Palmer, 85,297,418 votes for and 858,160 votes withheld.
Item 6. Exhibits and Reports on Form 8-K
(a) The following is a list of Exhibits filed with this Form 10-Q:
3a Amendment dated April 28, 2000, to the Bylaws, as
Amended
3b Bylaws, as Amended, as of April 28, 2000
27 Financial Data Schedule
(b) Reports on Form 8-K
During the first quarter of 2000, the Company filed a Form 8-K
dated February 14, 2000 and comprised entirely of the
following exhibits:
Press release, dated January 13, 2000 - pertaining to the
Company's financial results for the year ended December 31,
1999.
Press release, dated January 31, 2000 - pertaining to the
Company's purchase of the Ellis Williams Company, Inc. and
EWCO, Inc. dba Traitex Machine Co.
Press release, dated February 7, 2000 - pertaining to the
Company's relocation of Gorilla IV and the Arch Rowan from the
North Sea to the Gulf of Mexico.
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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 thereunto duly authorized.
ROWAN COMPANIES, INC.
(Registrant)
Date: May 12, 2000 /s/ E. E. Thiele
-----------------------------------------
E. E. Thiele
Senior Vice President- Finance,
Administration and Treasurer
(Chief Financial Officer)
Date: May 12, 2000 /s/ W. H. Wells
-----------------------------------------
W. H. Wells
Controller
(Chief Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3a Amendment dated April 28, 2000, to the Bylaws, as
Amended
3b Bylaws, as Amended, as of April 28, 2000
27 Financial Data Schedule