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EXHIBIT 4d
ROWAN COMPANIES, INC.
CERTIFICATE OF DESIGNATIONS
Providing for an Issue of Series III Preferred Stock
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
ROWAN COMPANIES, INC., a Delaware corporation (the "Corporation"),
certifies that pursuant to the authority contained in Article Fourth of its
Certificate of Incorporation, and in accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, its Board of
Directors has duly adopted, at a meeting held on April 25, 1986, and at
meetings of the 1986 Debenture Plan Committee of the Board of Directors held on
August 25, 1987 and October 21, 1994, the following resolutions creating and
providing for the issuance of a series of shares of Preferred Stock as
hereinafter described, and further providing for the voting powers,
designations, preferences and relative, participating, optional or other rights
thereof, and the qualifications, limitations or restrictions thereof, in
addition to those set forth in said Certificate of Incorporation, all in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, and that such resolutions have at all times since
remained in effect and are now in effect, unamended:
"RESOLVED, that pursuant to Paragraph A of Article Fourth of the
Certificate of Incorporation of the Corporation, as amended (which creates and
authorizes 5,000,000 shares of preferred stock, par value of $1.00 per share,
hereinafter called the "Preferred Stock"), the Board of Directors hereby
establishes and provides for the issue of a series of 10,300 shares of
Preferred Stock, designated as Series III Preferred Stock (the "Series Stock"),
which shares shall be issuable only upon conversion of the Series III Floating
Rate Subordinated Convertible Debentures (the "Related Debentures") of the
Corporation and shall be convertible into shares of common stock, $.125 par
value, of the Corporation (the "Common Stock"), pursuant to the terms and
conditions hereinafter set forth.
RESOLVED, that the voting powers, preferences and relative,
participating, optional, conversion, and other rights of the shares of the
Series Stock, and the qualifications, limitations or restrictions thereof, in
addition to those set forth in said Article Fourth, are as follows:
Section 1. Dividends. The holders of shares of Series Stock
shall not be entitled to receive cash dividends on such shares.
Section 2. Liquidation Preference. (A) Upon the complete
liquidation, dissolution, or winding-up of the Corporation, whether
voluntarily or involuntarily, the Series Stock shall be entitled, before
any distribution is made to the holders of Common Stock and of any other
capital stock of the Corporation which ranks junior to the Series Stock in
respect of distributions of
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assets on liquidation, dissolution or winding-up of the Corporation, to
be paid $1.00 per share, and shall not be entitled to any further
payment.
(B) In case the net assets of the Corporation are insufficient
to pay all outstanding shares of Series Stock, and any other class of
stock of the Corporation ranking in parity upon a liquidation,
dissolution, or winding-up) with the Series Stock ("Parity Stock"), the
liquidation preferences to which all such shares are entitled, then the
entire net assets of the Corporation shall be distributed ratably to all
outstanding shares of the Series Stock and Parity Stock, if any, in
proportion to the total amounts to which the holders of all such shares
are entitled upon such liquidation, dissolution, or winding-up.
(C) The merger or consolidation of the Corporation into or with
another corporation or the merger or consolidation of any other
corporation into or with the Corporation, or the sale, lease or conveyance
of all or substantially all the assets, property or business of the
Corporation shall not be deemed to be a liquidation, dissolution, or
winding-up of the Corporation within the meaning of this Section 2.
Section 3. Certain Restrictions. Without the consent of the
holders of at least two-thirds of the total number of shares of Series
Stock outstanding, given in person or by proxy, either in writing or by
vote at a meeting called for the purpose, the Corporation shall not create
or authorize any additional shares of Series Stock or amend, alter or
repeal any of the rights, preferences or powers of the holders of Series
Stock so as to affect adversely any such rights, preferences or powers;
provided, however, that without the consent of the holders of all
outstanding shares of Series Stock, the corporation shall not amend the
Series Stock to adversely affect the Conversion Ratio thereof.
Section 4. Conversion. Each share of the Series Stock may be
converted at any time within thirty days of the issuance thereof, at the
option of the holder thereof, into shares of Common Stock of the
Corporation, on the terms and conditions set forth below in this Section
4:
(A) Subject to the provisions for adjustment hereinafter set
forth, the number of shares of Common Stock which shall be deliverable
upon conversion of a share of Series Stock shall equal the face value of
the Related Debenture which was converted into such shares of Series
Stock, divided by the closing price of the Common Stock on the Trading
Date prior to the date of sale of such Related Debenture. For the purpose
of this subparagraph (A) of this Section 4, the terms "closing price" and
"Trading Date" shall have the meanings attributed to them in subparagraph
(B)(6) of this Section 4.
(B) The number of shares of Common Stock which shall be
deliverable upon conversion of a share of Series Stock (the "Conversion
Ratio") shall be adjusted from time to time as follows:
(1) In case the Corporation at any time or from time to
time following the date of issuance of the Related Debentures
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which may be converted into shares of Series Stock shall pay or
make a dividend or other distribution on any class of capital
stock of the Corporation in Common Stock, the Conversion
Ratio in effect at the opening of business on the day following
the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be increased by
multiplying such Conversion Ratio by a fraction of which the
numerator shall be the sum of the number of shares of Common
Stock outstanding at the close of business on the date fixed for
such determination and the total number of shares of Common Stock
constituting such dividend or other distribution, and the
denominator shall be the total number of shares of Common Stock
outstanding at the close of business on the date fixed for such
determination, such increase to become effective immediately
after the opening of business on the day following the date fixed
for such determination. For the purposes of this subparagraph
(B)(1), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the
Corporation but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common
Stock. The Corporation will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of
the Company.
(2) In case the Corporation shall issue rights or
warrants to all holders of its Common Stock entitling them (for
periods ending within 180 days) to subscribe for or purchase
shares of Common Stock at a price per share less than the current
market price per share (determined as provided in subparagraph
(B)(6) of this Section) of the Common Stock on the date fixed for
the determination of stockholders entitled to receive such rights
or warrants, the Conversion Ratio in effect at the opening of
business on the day following the date fixed for such
determination shall be increased by multiplying such Conversion
Ratio by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on
the date fixed for such determination plus the number of shares
of Common Stock so offered for subscription or purchase, and the
denominator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would
purchase at such current market price, such increase to become
effective immediately after the opening of business on the day
following the date fixed for such determination. For the purposes
of this subparagraph (B)(2), the number of shares of
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Common Stock at any time outstanding shall not include shares
held in the treasury of the Corporation but shall include shares
issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock. The Corporation will not
issue any rights or warrants in respect of shares of Common
Stock held in the treasury of the Corporation.
(3) In case outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the
Conversion Ratio in effect at the opening of business on the day
following the day upon which such subdivision becomes effective
shall be proportionately increased, and, conversely, in case
outstanding shares of Common Stock shall each be combined into a
smaller number of shares of Common Stock, the Conversion Ratio in
effect at the opening of business on the day following the day
upon which such combination becomes effective shall be
proportionately decreased, such increase or reduction, as the
case may be, to become effective immediately after the opening of
business on the day following the day upon which such subdivision
or combination becomes effective.
(4) In case the Corporation shall, by dividend or
otherwise, distribute to all holders of its Common Stock
evidences of its indebtedness or assets (including securities,
but excluding any rights or warrants referred to in subparagraph
(B)(2) of this Section, any dividend or distribution paid in cash
out of the earned surplus of the Company and any dividend or
distribution referred to in subparagraph (B)(1) of this Section),
the Conversion Ratio shall be adjusted so that the same shall
equal that number determined by multiplying the Conversion Ratio
in effect immediately prior to the close of business on the date
fixed for the determination of stockholders entitled to receive
such distribution by a fraction of which the numerator shall be
the current market price per share (determined as provided in
subparagraph (B)(6) of this Section) of the Common Stock on the
date fixed for such determination and the denominator shall be
such current market price per share of the Common Stock less the
then fair market value (as determined by the Board of Directors,
whose determination shall be conclusive and described in a
resolution of such Board of Directors) of the portion of the
assets or evidences of indebtedness so distributed applicable to
one share of Common Stock, such adjustment to become effective
immediately prior to the opening of business on the day following
the date fixed the determination of stockholders entitled to
receive such distribution.
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(5) The reclassification (including any reclassification upon a
consolidation or merger in which the Corporation is the
continuing corporation) of Common Stock into securities including
other than Common Stock shall be deemed to involve (a) a
distribution of such securities other than Common Stock to all
holders of Common Stock (and the effective date of such
reclassification shall be deemed to be "the date fixed for the
determination of stockholders entitled to receive such
distribution" and "the date fixed for such determination" within
the meaning of subparagraph (B)(4) of this Section), and (b) a
subdivision or combination, as the case may be, of the number of
shares of Common Stock outstanding immediately prior to such
reclassification into the number of shares of Common Stock
outstanding immediately thereafter (and the effective date of
such reclassification shall be deemed to be "the day upon which
such subdivision becomes effective" or "the day upon which such
combination becomes effective," as the case may be, and "the day
upon which such subdivision or combination becomes effective"
within the meaning of subparagraph (B)(3) of this Section).
(6) For the purpose of any computation under
subparagraphs (B)(2) and (B)(4) of this Section, the current
market price per share of Common Stock on any date shall be
deemed to be the average of the daily closing prices for the 15
consecutive "Trading Days" selected by the Company commencing not
less than 20 nor more than 30 Trading Days before the day in
question. The closing price for each day shall be the last
reported sales price regular way or, in case no such reported
sale takes place on such day, the average of the reported closing
bid and asked prices regular way, in either case on the New York
Stock Exchange or, if the Common Stock is not listed or admitted
to trading on such Exchange, on the principal national securities
exchange on which the Common Stock is listed or admitted to
trading or, if not listed or admitted to trading on any national
securities exchange, the average of the closing bid and asked
prices as furnished by any New York Stock Exchange member firm
selected from time to time by the Corporation for that purpose.
The term "Trading Date" shall mean a day on which the principal
national securities exchange on which shares of the Common Stock
are listed or admitted to trading is open for the transaction of
business or, if not listed or admitted to trading on any national
securities exchange, a Monday, Tuesday, Wednesday, Thursday or
Friday on which banking institutions in the City of Houston,
Texas are not authorized or obligated by law or executive order
to close.
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(7) The Corporation may make such increases in the
Conversion Ratio, in addition to those required by subparagraphs
(B)(1), (B)(2), (B)(3) and (B)(4) of this Section, as it
considers to be advisable in order that any event treated for
Federal income tax purposes as a dividend of stock or stock
rights shall not be taxable to the recipients.
(8) No adjustment in the Conversion Ratio shall be
required unless such adjustment would require an increase or
decrease of at least one percent in such Conversion Ratio;
provided, however, that any adjustment which by reason of this
subparagraph (B)(8) is not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All
calculations under this Article shall be made to the nearest
1/100 of a share.
(C) The holder of any shares of the Series Stock may exercise
his option to convert such shares into shares of Common Stock by
surrendering for such purpose to the Corporation, at its principal office
or at such other office or agency maintained by the Corporation for that
purpose, a certificate or certificates representing the shares of Series
Stock to be converted accompanied by a written notice stating that such
holder elects to convert all or a specified whole number of such shares in
accordance with the provisions of this Section 4. As promptly as
practicable, and in any event within five business days after the
surrender of such certificates and the receipt of such notice relating
thereto, the Corporation shall deliver or cause to be delivered (i)
certificates representing the number of validly issued, fully paid and
nonassessable shares of Common Stock of the Corporation to which the
holder of the Series Stock so converted shall be entitled and (ii) if less
than the full number of shares of the Series Stock evidenced by the
surrendered certificate or certificates are being converted, a new
certificate or certificates, of like tenor, for the number of shares
evidenced by such surrendered certificate or certificates less the number
of shares converted. Conversions shall be deemed to have been made at the
close of business on the date of giving of such notice and of such
surrender of the certificate or certificates representing the shares of
the Series Stock to be converted so that the rights of the holder shall
cease with respect to such surrendered certificates except for the right
to receive Common Stock of the Corporation in accordance herewith, and the
converting holder shall be treated for all purposes as having become the
record holder of such Common Stock of the Corporation at such time.
(D) In connection with the conversion of any shares of the
Series Stock, no fractions of shares or Common Stock shall be issued, but
the Corporation shall pay a cash adjustment in respect of such fractional
interest in an amount equal to the market value of such fractional
interest. In such event, the market value of a share of Common Stock of
the Corporation shall be the current market price per share (as defined in
subparagraph (B)(6) of this Section 4) of such shares on the last Trading
Date on which such shares were
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traded immediately preceding the date upon which such shares of Series
Stock are deemed to have been converted.
(E) The Corporation shall at all times reserve and keep
available out of its authorized Common Stock the full number of shares of
Common Stock of the Corporation issuable upon (a) the conversion of all
outstanding shares of the Series Stock, and (b) the conversion or exercise
of any other outstanding securities or rights convertible or exercisable
into Common Stock, including outstanding Related Debentures.
Section 5. Adjustments for Certain Corporate Transactions. In
case of any consolidation of the Corporation with, or merger of the
Corporation into, any other corporation (other than a consolidation or
merger in which the Corporation is the continuing corporation and in which
no change is made in the outstanding Common Stock), or in case of any sale
or transfer of all or substantially all of the assets of the Corporation,
the corporation formed by such consolidation or the corporation resulting
from such merger or the person which shall have acquired such assets, as
the case may be, shall make adequate provision providing that the holder
of each share of Series Stock then outstanding shall have the right
thereafter to convert such Series Stock into the kind and amount of stock
or other securities and property receivable upon such consolidation,
merger, sale or transfer by a holder of the number of shares of Common
Stock into which such Series Stock might have been converted immediately
prior to such consolidation, merger, sale or transfer. Adequate provision
shall also be made to provide for adjustments which, for events subsequent
to such consolidation, merger, sale or transfer, shall be as nearly
equivalent as may be practicable to the adjustments provided for in
Section 4. The above provisions of this Section 5 shall similarly apply to
successive consolidations, mergers, sales or transfers.
Section 6. Reports of Adjustments. Whenever the Conversion Ratio
is adjusted as provided in Sections 4 and 5, the Corporation shall
promptly compute such adjustment and promptly mail to each registered
holder of the Series Stock and the Related Debentures a certificate,
signed by the chief financial officer of the Corporation, setting forth
the number of shares of Common Stock into which each share of the Series
Stock is convertible as a result of such adjustment, a brief statement of
the facts requiring such adjustment and the computation thereof and when
such adjustment will become effective.
Section 7. Voting. Except as otherwise provided elsewhere in the
Certificate of Incorporation of the Corporation or required by law, the
holders of Series Stock shall have no voting power in the election of
directors or for any other purposes.
RESOLVED, that, before the Corporation shall issue any shares of
the Series Stock, a certificate of designations pursuant to Section 151 of
the General Corporation Law of the State of Delaware shall be made,
executed, acknowledged, filed and recorded in accordance with the
provisions of said
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Section 151; and the proper officers of the Corporation are hereby
authorized and directed to do all acts and things which may be necessary
or proper in their opinion to carry into effect the purposes and intent
of this and the foregoing resolutions."
IN WITNESS WHEREOF, said ROWAN COMPANIES, INC. has caused this
Certificate to be duly executed by the Chairman of its Board of Directors, its
President or a Vice President and attested to by its Secretary or Assistant
Secretary and has caused its corporate seal to be affixed hereto, this 30th day
of November, 1994
ROWAN COMPANIES, INC.
By: /s/ E. E. THIELE
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Senior Vice President
[Corporate Seal]
ATTEST:
/s/ MARK H. HAY
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Secretary
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THE STATE OF TEXAS }
}
COUNTY OF HARRIS }
Before me, a Notary Public, on this day personally appeared E. E.
Thiele, known to me to be the person and officer whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was the act of
the said Rowan Companies, Inc., a Delaware corporation, that he has executed
the same as the act of such corporation for the purposes and consideration
therein expressed, and that the facts stated therein are true.
Given under my hand and seal of office this 30th day of November, 1994
/s/ MARCIA BRIDGES
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Notary Public, in and for
the State of Texas
My Commission Expires:
7-18-98
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