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 JUNE 30, 1994
( ) 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.)
5450 Transco Tower, 2800 Post Oak Boulevard, 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 July 31,
1994 was 84,156,737.
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ROWAN COMPANIES, INC.
INDEX
Page No.
--------
PART I. Financial Information:
Consolidated Balance Sheet --
June 30, 1994 and December 31, 1993 . . . . . . . . . . . 2
Consolidated Statement of Operations --
Three and Six Months Ended June 30, 1994
and 1993 . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statement of Cash Flows --
Six Months Ended June 30, 1994
and 1993 . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . 6
Management's Discussion and Analysis
of Financial Condition and Results
of Operations . . . . . . . . . . . . . . . . . . . . . . 8
PART II. Other Information:
Exhibits and Reports on Form 8-K . . . . . . . . . . . . 11
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PART I. FINANCIAL INFORMATION
ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
June 30, December 31,
1994 1993
---------- ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents........................... $ 106,389 $ 116,778
Receivables- trade and other........................ 80,128 83,429
Inventories- at cost:
Raw materials and supplies........................ 34,136 14,002
Work-in-progress.................................. 14,083
Finished goods.................................... 3,157
Prepaid expenses.................................... 4,805 1,312
Costs of turnkey drilling contracts in progress..... 486 785
---------- ------------
Total current assets......................... 243,184 216,306
---------- ------------
INVESTMENT IN AND ADVANCES TO 49% OWNED COMPANIES..... 33,714 33,569
---------- ------------
PROPERTY, PLANT AND EQUIPMENT - at cost:
Drilling equipment.................................. 956,664 950,538
Aircraft and related equipment...................... 175,570 166,791
Manufacturing plant and equipment................... 18,422
Other property and equipment........................ 82,621 81,636
---------- ------------
Total........................................ 1,233,277 1,198,965
Less accumulated depreciation and amortization 714,578 691,772
---------- ------------
Property, plant and equipment - net.......... 518,699 507,193
---------- ------------
OTHER ASSETS AND DEFERRED CHARGES..................... 9,318 8,195
---------- ------------
TOTAL........................................ $ 804,915 $ 765,263
========== ============
See Notes to Consolidated Financial Statements.
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June 30, December 31,
1994 1993
--------- -----------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt.............. $ 4,208 $ 8,127
Accounts payable - trade.......................... 19,696 15,887
Other current liabilities......................... 29,973 20,175
--------- -----------
Total current liabilities.................... 53,877 44,189
--------- -----------
LONG-TERM DEBT - less current maturities........... 248,651 207,137
--------- -----------
OTHER LIABILITIES.................................. 29,726 30,409
--------- -----------
DEFERRED CREDITS:
Income taxes...................................... 4,583 4,314
Gain on sale/leaseback transactions............... 17,156 18,742
Other............................................. 73 172
--------- -----------
Total deferred credits....................... 21,812 23,228
--------- -----------
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value:
Authorized 5,000,000 shares issuable in series:
Series I Preferred Stock, authorized 6,500 shares;
none issued
Series II Preferred Stock, authorized
6,000 shares; none issued
Series A Junior Preferred Stock, authorized
1,500,000 shares; none issued
Common stock, $.125 par value:
Authorized 150,000,000 shares; issued 85,578,481
shares at June 30, 1994 and 85,349,906 shares
at December 31, 1993........................... 10,697 10,669
Additional paid-in capital......................... 388,278 385,937
Retained earnings.................................. 54,359 66,179
Less cost of 1,457,919 treasury shares............. 2,485 2,485
--------- -----------
Total stockholders' equity................... 450,849 460,300
--------- -----------
TOTAL........................................ $ 804,915 $ 765,263
========= ===========
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 For The Six Months
Ended June 30, Ended June 30,
---------------------- --------------------
1994 1993 1994 1993
---------- ---------- --------- ---------
(Unaudited)
REVENUES:
Drilling services....................... $ 60,345 $ 60,193 $ 124,800 $ 120,255
Aircraft services....................... 22,392 21,900 37,863 35,378
Manufacturing sales and services........ 22,643 43,421
-------- -------- --------- ---------
Total............................ 105,380 82,093 206,084 155,633
-------- -------- --------- ---------
COSTS AND EXPENSES:
Drilling services....................... 50,126 50,283 98,708 100,733
Aircraft services....................... 17,930 17,394 34,496 31,616
Manufacturing sales and services........ 21,048 40,678
Depreciation and amortization........... 12,680 13,221 25,174 26,182
General and administrative.............. 3,550 3,113 7,257 6,370
-------- -------- --------- ---------
Total............................ 105,334 84,011 206,313 164,901
-------- -------- --------- ---------
INCOME (LOSS) FROM OPERATIONS.............. 46 (1,918) (229) (9,268)
-------- -------- --------- ---------
OTHER INCOME (EXPENSE):
Interest expense........................ (6,978) (6,449) (13,608) (12,813)
Gain on disposals of property, plant and
equipment............................. 34 5 216 83
Interest income......................... 1,102 261 2,045 440
Other- net.............................. 13 29 112 100
-------- -------- --------- ---------
Other income (expense)- net...... (5,829) (6,154) (11,235) (12,190)
-------- -------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES.......... (5,783) (8,072) (11,464) (21,458)
Provision for income taxes.............. 79 125 356 248
-------- -------- --------- ---------
NET INCOME (LOSS).......................... $ (5,862) $ (8,197) $ (11,820) $ (21,706)
======== ======== ========= =========
EARNINGS (LOSS) PER COMMON SHARE (Note 5).. $ (.07) $ (.11) $ (.14) $ (.29)
======== ======== ========= =========
See Notes to Consolidated Financial Statements.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
For The Six Months
Ended June 30,
-----------------------
1994 1993
-------- --------
(Unaudited)
CASH PROVIDED BY (USED IN):
Operations:
Net income (loss).................................. $(11,820) $(21,706)
Noncash charges (credits) to net income (loss):
Depreciation and amortization................... 25,174 26,182
Gain on disposals of property, plant and equipment (216) (83)
Compensation expense............................ 2,248 1,985
Change in sale/leaseback payable................ (5,136) (4,581)
Amortization of sale/leaseback gain............. (1,586) (1,586)
Provision for pension and postretirement
benefits ..................................... 3,274 2,693
Other-net....................................... (201) (1,489)
Changes in current assets and liabilities:
Receivables-trade and other..................... 17,159 (10,716)
Inventories..................................... 598 420
Other current assets............................ (2,305) (1,037)
Current liabilities............................. (1,104) 7,495
Net changes in other noncurrent assets and
liabilitues..................................... (3,525) 1,306
-------- --------
Net cash provided by (used in) operations............. 22,560 (1,117)
-------- --------
Investing activities:
Property and equipment additions................... (19,387) (12,748)
Acquisition of net manufacturing assets............ (10,414)
Advances to affiliates............................. (51)
Proceeds from disposals of property, plant and
equipment....................................... 685 91
-------- --------
Net cash used in investing activities................. (29,116) (12,708)
-------- --------
Financing activities:
Proceeds from common stock offering, net of issue
costs............................................ 92,000
Proceeds from borrowings........................... 13,395
Repayments of borrowings........................... (4,062) (13,999)
Other-net......................................... 229 414
-------- --------
Net cash provided by (used in) financing activities... (3,833) 91,810
-------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ (10,389) 77,985
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.......... 116,778 29,550
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD................ $106,389 $107,535
======== ========
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 the rules and regulations of the
Securities and Exchange Commission. Certain information and notes
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations; however, the Company believes that
the disclosures included herein are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and
related notes included in the Company's 1993 Annual Report to Stockholders
incorporated by reference in the Form 10-K for the year ended December 31,
1993.
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 June 30, 1994 and December 31, 1993, and the
results of its operations for the three and six month periods ended June
30, 1994 and 1993 and its cash flows for the six months ended June 30,
1994 and 1993.
3. The results of operations for the three and six month periods ended June
30, 1994 are not necessarily indicative of the results to be expected for
the full year.
4. On February 11, 1994, the Company completed the acquisition of
substantially all of the assets, and assumed certain related liabilities,
of Marathon LeTourneau Company for $52.1 million pursuant to an agreement
with General Cable Corporation dated November 12, 1993. The acquisition
was financed with $10.4 million in cash and $41.7 million in 7% promissory
notes due in 1999 and has been recorded using the purchase method of
accounting. The accompanying financial statements give effect to the
acquisition as of January 1, 1994 and include the financial position,
results of operations and cash flows associated with the acquired net
assets from that date forward. Had the acquisition been completed
effective January 1, 1993, the Company's operating results for the first
six months of 1993 would have been as follows: revenues - $208.2 million,
net loss - $19.6 million and net loss per common share - $.26.
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5. Computation of primary and fully diluted earnings (loss) per share is as
follows (in thousands except per share amounts):
For The For The
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ------------------------
1994 1993 1994 1993
-------- -------- --------- ---------
Weighted average shares of common
stock outstanding ................................ 84,034 74,559 83,967 73,936
Stock options (treasury stock method)............... 1,729 (A) 1,524 (A) 1,456 (A) 1,357 (A)
-------- -------- --------- ---------
Weighted average shares for primary
earnings (loss) per share calculation............. 85,763 76,083 85,423 75,293
Stock options (treasury stock method)............... 35 (A) 4 (A) 27 (A) 21 (A)
Shares issuable from assumed conversion
of floating rate convertible subordinated
debentures ....................................... 478 (A) 478 (A) 478 (A) 554 (A)
-------- -------- --------- ---------
Weighted average shares for fully diluted
earnings (loss) per share calculation ............ 86,276 76,565 85,928 75,868
======== ======== ========= =========
Net income (loss) for primary calculation........... $ (5,862) $ (8,197) $ (11,820) $ (21,706)
Subordinated debenture interest, net of
income tax effect ................................ 64 67 130 148
-------- -------- --------- ---------
Net income (loss) for fully diluted
calculation ...................................... $ (5,798) $ (8,130) $ (11,690) $ (21,558)
======== ======== ========= =========
Earnings (loss) per share:
Primary .......................................... $ (.07) $ (.11) $ (.14) $ (.29)
======== ======== ========= =========
Fully diluted .................................... $ (.07) $ (.11) $ (.14) $ (.28)(B)
======== ======== ========= =========
(A) Included in accordance with Regulation S-K Item 601 (b) (11) although not
required to be provided by Accounting Principles Board ("APB") Opinion No.
15 because the effect is insignificant.
(B) This calculation is submitted in accordance with Regulation S-K Item 601
(b) (11) although it is contrary to paragraph 40 of APB Opinion No. 15
because it produces an antidilutive result.
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ROWAN COMPANIES, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
Six Months Ended June 30, 1994 Compared to
Six Months Ended June 30, 1993
The Company incurred a net loss of $11.8 million in the first half of
1994 compared to a net loss of $21.7 million in the same period of 1993. The
46% decrease in loss was, in part, affected by the inclusion of the operating
results of manufacturing in the first half of 1994 and by the increase in
combined drilling and aviation revenues between the periods of $7.0 million
(5%) which more than offset the negligible increase in combined drilling and
aviation operating expenses. Also contributing to the decrease in loss was a
$1.6 million increase in interest income attributable to the investment of the
net proceeds from the June 1993 public offering of 10 million shares of common
stock.
A comparison of the revenues and operating profit (loss) from
drilling, aviation, manufacturing and consolidated operations for the first
half of 1994 and 1993, respectively, is reflected below (dollars in thousands):
Drilling Aviation Manufacturing Consolidated
--------------------- -------------------- ------------------ ------------------
1994 1993 1994 1993 1994 1993 1994 1993
-------- -------- -------- -------- -------- -------- -------- --------
Revenues $124,800 $120,255 $37,863 $35,378 $43,421 $206,084 $155,633
Percent of
Consolidated Revenues 61% 77% 18% 23% 21% 100% 100%
Operating Profit $ 7,198 $ (1,160) $(2,049) $(1,738) $ 1,879 $ 7,028 $ (2,898)
(Loss) (1)
- - -------------
(1) Income (loss) from operations before deducting general and administrative
expenses.
As reflected above, the Company's consolidated operating results
improved $9.9 million when the $7.0 million operating profit in the first half
of 1994 is compared to the $2.9 million operating loss in the first half of
1993. An $8.0 million decline in turnkey drilling revenues was more than
offset by the aggregate effect of a $12.6 million increase in day rate drilling
revenues and a decrease of $2.0 million in drilling operating expenses.
Turnkey drilling revenues and incremental operating profit for the first half
of 1994 were $26.5 million and $1.9 million, respectively, compared to $34.5
million and $2.7 million, respectively, for the same period in 1993. The
aviation operating results in both the 1994 and 1993 periods reflect the normal
reduced flying activity in Alaska throughout much of the first four months of
the year.
Three Months Ended June 30, 1994 Compared to
Three Months Ended June 30, 1993
The Company incurred a net loss of $5.9 million in the second quarter
of 1994 compared to a net loss of $8.2 million in the same quarter of 1993.
The 28% decrease in loss was, in part, affected by the inclusion of the
manufacturing operations in 1994 and by a $0.8 million increase in interest
income for the reason noted above.
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A comparison of the revenues and operating profit (loss) from
drilling, aviation, manufacturing and consolidated operations for the second
quarters of 1994 and 1993, respectively, is reflected below (dollars in
thousands):
Drilling Aviation Manufacturing Consolidated
----------------- ----------------- ------------------ -------------------
1994 1993 1994 1993 1994 1993 1994 1993
------- ------- ------- ------- ------- ------- -------- -------
Revenues $60,345 $60,193 $22,392 $21,900 $22,643 $105,380 $82,093
Percent of
Consolidated Revenues 57% 73% 21% 27% 22% 100% 100%
Operating Profit $ 724 $ (540) $ 1,754 $ 1,735 $ 1,118 $ 3,596 $ 1,195
(Loss)
As reflected above, the Company's consolidated operating results
improved $2.4 million when the $3.6 million operating profit in the second
quarter of 1994 is compared to the $1.2 million operating profit in the second
quarter of 1993. Turnkey drilling revenues and incremental operating profit
for the second quarter of 1994 were $12.7 million and $0.4 million,
respectively, compared to $16.8 million and $0.8 million, respectively, for the
same quarter in 1993. The change in drilling operating expenses was
negligible. The aviation operating results in both the 1994 and 1993 periods
reflect the normal seasonal improvement in flying activity in Alaska commencing
in the second quarter.
In late 1992, industry conditions in the two principal drilling
markets in which the Company participates generally began moving in opposite
directions. An improvement in natural gas prices brought about an improvement
in utilization levels and day rates in the Gulf of Mexico. In the early part
of the first quarter of 1994, drilling activity in the Gulf of Mexico slowed
due to delays in issuing drilling permits by the U. S. Government and failure
of some energy companies to finalize their 1994 budgets until after the first
of the year. Utilization and day rates declined in the North Sea due to energy
companies downsizing their drilling programs and uncertainty created by the
changes in energy policies in the United Kingdom.
Although the Company continues to offer a diversity of flight
services, such as forest fire control, crew changes for commercial fishing,
flightseeing, airborne environmental surveys, commuter airline services,
medivac services, etc., the aviation division's operating results are still
heavily dependent upon helicopter activity associated with oil and natural gas
exploration and production, principally in Alaska and the Gulf of Mexico.
Perceptible trends in the marine 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 18 Moderately improving levels of exploration and
development activity due to generally stable natural gas
prices
North Sea 4 Generally stable drilling activity for jack-up rigs used
in the exploration and development of natural gas
Eastern Canada 1 Generally stable demand
Trinidad 1 Generally stable demand
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Perceptible trends in the aviation markets in which the Company is
currently operating and the number of Company aircraft based in each of those
markets are as follows:
COMPANY-OWNED
AREA AIRCRAFT PERCEPTIBLE INDUSTRY TRENDS
---- ------------- ---------------------------
Alaska 71 Normal seasonal improvement
Gulf of Mexico 40 Moderately improving market conditions
North Sea (Dutch) 10(1) Generally stable flight support activity
North Sea (U. K.) 1(1) Generally stable flight support activity
- - ---------------
(1) 49% owned
The drilling and aviation markets in which the Company competes
frequently experience significant changes in supply and demand. Drilling
utilization and day rates achievable in offshore markets are affected by
material changes in overall exploration and development expenditures, as well
as by shifts of such expenditures between markets. These expenditures, in
turn, are driven by major discoveries of oil and natural gas reserves, shifts
in the political climate, regulatory changes, seasonal weather patterns,
contractual requirements under leases or concessions and changes in oil and
natural gas prices, the last being perhaps the most disruptive of all. The
markets in which the Company's aviation division competes are similarly
affected by these factors, since servicing offshore energy operations remains a
significant source of that division's business. The Company can, as it has
done in the past, relocate its drilling rigs and aircraft from one geographic
area to another in response to such changing market dynamics, but only when
these moves are economically justified.
The volatile nature of the various factors affecting the level of
offshore expenditures by energy companies and shifts of such expenditures
between markets prevent the Company from being able to predict whether the
perceptible market trends reflected in the preceding tables will continue, or
their impact on the results of drilling and aviation operations in the second
half of 1994.
In February 1994, the Company completed the acquisition of the net
assets of Marathon LeTourneau Company for $52.1 million with $10.4 million cash
paid at the time of the purchase and the balance being seller-financed by
promissory notes bearing interest at 7% and payable at the end of five years.
The Company's new manufacturing segment operates a mini-steel mill that
recycles scrap and produces alloy steel and steel plate; a manufacturing
facility that produces heavy equipment for the mining and timber industries
including, among other things, front-end loaders up to 50 ton capacity; and a
marine division that has built over one-third of all mobile offshore jack-up
drilling rigs, including all twenty operated by the Company.
The Company's manufacturing operations generated $43.4 million and
$1.9 million of revenues and operating profit, respectively, during the first
half of 1994. With the uncertainty associated with its pending sale now
removed, the marketing efforts of the division will no longer be constrained.
The Company continues to evaluate its manufacturing product and service lines
with the intention of sustaining and enhancing operating results in the second
half of 1994.
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LIQUIDITY AND CAPITAL RESOURCES
A comparison of key balance sheet figures and ratios as of June 30,
1994 and December 31, 1993 is as follows (dollars in thousands):
June 30, December 31,
1994 1993
-------- ------------
Cash and cash equivalents $106,389 $116,778
Current assets $243,184 $216,306
Current liabilities $ 53,877 $ 44,189
Current ratio 4.51 4.90
Current maturities of long-term debt $ 4,208 $ 8,127
Long-term debt $248,651 $207,137
Stockholders' equity $450,849 $460,300
Long-term debt/total capitalization .36 .31
Reflected in the comparison above are the effects of the acquisition
of the net assets of Marathon LeTourneau Company as well as the effects in the
first half of 1994 of net cash provided by operations of $22.6 million,
property and equipment additions of $19.4 million, and principal and interest
payments totaling approximately $17.4 million.
With respect to cash dividends on the Company's common stock, the
Company's ability to pay cash dividends was restored as a result of the
addition of the proceeds from the public offering of 10 million shares of
common stock in June 1993. As of June 30, 1994, approximately $13 million of
the Company's retained earnings were available for the payment of dividends
under the terms of certain debt agreements. However, the Company does not
intend to pay dividends on its common stock until it achieves and sustains a
suitable level of profitability.
Capital expenditures made during the first half of 1994 were $19.4
million, consisting primarily of the purchase of four aircraft and
modifications to certain offshore rigs. The Company estimates 1994 capital
expenditures will be between $25 million and $35 million. These expenditures
are in addition to the $52.1 million purchase of the net assets of Marathon
LeTourneau Company. The Company may also spend amounts to acquire additional
aircraft as market conditions justify and to upgrade existing offshore rigs.
In the opinion of management, cash provided by operations and existing
working capital will be adequate to sustain planned capital expenditures and
debt service requirements for the foreseeable future. The Company does not
currently have any unused lines of credit.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant
during the second quarter of fiscal year 1994.
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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: August 12, 1994 /s/ E. E. THIELE
E. E. Thiele
Senior Vice President-Finance,
Administration and Treasurer
(Chief Financial Officer)
Date: August 12, 1994 /s/ W. H. WELLS
W. H. Wells
Controller
(Chief Accounting Officer)
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