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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: February 12, 2002
(Date of earliest event reported)
ROWAN COMPANIES, INC.
(Exact name of registrant as specified in the charter)
<Table>
Delaware 001-05491 75-0759420
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
</Table>
2800 Post Oak Boulevard
Suite 5450
Houston, Texas 77056-6127
(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 January 24, 2002, as authorized and approved by the Board of
Directors, Rowan Companies, Inc. (the "Company") and Citibank, N.A., as Rights
Agent, entered into an Amended and Restated Rights Agreement (the "New Rights
Agreement"), amending certain provisions of the Company's original Rights
Agreement dated February 25, 1992, as amended (the "Original Rights Agreement").
The New Rights Agreement was adopted in the normal course of updating and
extending the rights plan, which was scheduled to expire on February 25, 2002,
and not in response to any proposal to acquire the Company. Primarily, the New
Rights Agreement extends the term of the rights plan until January 24, 2012.
On February 25, 1992 the Board of Directors (the "Board") of the
Company declared a dividend of one preferred share purchase right (an "Original
Right") for each outstanding share of common stock, par value $.125 per share,
of the Company. The dividend was paid to the stockholders of record as of the
close of business on March 11, 1992. By taking the action the Board took on
January 24, 2002, the Company amended and extended the term of the Original
Rights to represent a right (a "Right") to purchase one one-hundredth of a share
of Series A Junior Preferred Stock, $1.00 par value ("Preferred Stock"), of the
Company at a price of $80.00 (as the same may be adjusted, the "Purchase
Price"). The description and terms of the Rights are set forth in the New Rights
Agreement.
In general terms, the New Rights Agreement works by imposing a
significant penalty upon any person or group which acquires 15% or more of the
Company's outstanding common stock without the approval of the Board.
The Rights trade with, and are inseparable from, the common stock. The
Rights are evidenced only by certificates that represent shares of common stock.
New Rights will accompany any new shares of common stock issued by the Company
until the Distribution Date described below.
Each Right will allow its holder to purchase from the Company one
one-hundredth of a share of Preferred Stock for $80.00, if the Rights become
exercisable. This portion of the share of Preferred Stock will give the
stockholder approximately the same dividend, voting, and liquidation rights as
would one share of common stock. Prior to exercise, the Right does not give its
holder any dividend, voting, or liquidation rights.
The Rights will not be exercisable until (i) ten days after the public
announcement that a person or group has become an "Acquiring Person" by
obtaining beneficial ownership of 15% or more of the Company's outstanding
common stock, or, if earlier, (ii) 10 business days (or a later date determined
by the Board before any person or group becomes an Acquiring Person) after a
person or group begins a tender or exchange offer which, if completed, would
result in that person or group becoming an Acquiring Person.
The date upon which the Rights become exercisable is referred to as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the
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Rights will separate from the common stock and be evidenced by book-entry
credits or by Rights certificates that the Company will mail to all eligible
holders of common stock. Any Rights held by an Acquiring Person are void and may
not be exercised.
If a person or group becomes an Acquiring Person, all holders of Rights
except the Acquiring Person may, for $80.00, purchase shares of our common stock
with a market value of $160.00, based on the market price of the common stock
prior to such acquisition. This is referred to as the "Flip In" right.
If our Company is later acquired in a merger or similar transaction
after the Rights Distribution Date, all holders of Rights except the Acquiring
Person may, for $80.00, purchase shares of the acquiring corporation with a
market value of $160.00 based on the market price of the acquiring corporation's
stock, prior to such merger. This is referred to as the "Flip Over" right.
Each one one-hundredth of a share of Preferred Stock, if issued:
o will not be redeemable.
o will entitle holders to quarterly dividend payments of $.01 per
fractional share, or an amount equal to the dividend paid on one
share of common stock, whichever is greater.
o will entitle holders upon liquidation either to receive $.01 per
fractional share or an amount equal to the payment made on one
share of common stock, whichever is greater.
o will have the same voting power as one share of common stock.
o if shares of our common stock are exchanged via merger,
consolidation, or a similar transaction, will entitle holders to a
per share payment equal to the payment made on one share of common
stock.
The value of one one-hundredth interest in a share of Preferred Stock should
approximate the value of one share of common stock.
The Board may redeem the Rights for $.01 per Right at any time before
any person or group becomes an Acquiring Person. If the Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.01
per Right. The redemption price will be adjusted if the Company has a stock
split or stock dividends of our common stock.
After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of the Company's outstanding common stock, the
Board may extinguish the Rights by exchanging one share of common stock or an
equivalent security for each Right, other than Rights held by the Acquiring
Person.
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The Board may adjust the purchase price of the Preferred Stock, the
number of shares of Preferred Stock issuable and the number of outstanding
Rights to prevent dilution that may occur from a stock dividend, a stock split,
a reclassification of the Preferred Stock or common stock. No adjustments to the
Exercise Price of less than 1% will be made.
The terms of the New Rights Agreement may be amended by the Board
without the consent of the holders of the Rights. After a person or group
becomes an Acquiring Person, the Board may not amend the agreement in a way that
adversely affects holders of the Rights.
A copy of the New Rights Agreement has been filed with the Securities
and Exchange Commission as an exhibit to a Registration Statement on Form 8-A/A
filed February 12, 2002. A copy of the New Rights Agreement is available free of
charge from the Company. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the New Rights
Agreement, which is hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.1 Amended and Restated Rights Agreement, dated as of January 24,
2002, between the Company and Citibank, N.A., as Rights Agent,
specifying the terms of the Rights, which includes the
Certificate of Designation of Series A Junior Preferred Stock
as Exhibit A, the form of Rights Certificate as Exhibit B and
the form of the Summary of Rights to Purchase Preferred Shares
as Exhibit C (incorporated herein by reference to Exhibit 4.1
to the Company's Current Report on Form 8-A/A dated February
12, 2002, filed with the Securities and Exchange Commission on
February 12, 2002).
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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, INC.
By: /s/ E. E. THIELE
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Name: E. E. Thiele
Title: Senior Vice President - Finance,
Administration and Treasurer
Date: February 12, 2002
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Amended and Restated Rights Agreement, dated as of January 24,
2002, between the Company and Citibank, N.A., as Rights Agent,
specifying the terms of the Rights, which includes the
Certificate of Designation of Series A Junior Preferred Stock
as Exhibit A, the form of Rights Certificate as Exhibit B and
the form of the Summary of Rights to Purchase Preferred Shares
as Exhibit C (incorporated herein by reference to Exhibit 4.1
to the Company's Current Report on Form 8-A/A dated February
12, 2002, filed with the Securities and Exchange Commission on
February 12, 2002).