1
================================================================================
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): JULY 24, 1997
ROWAN COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-5491 75-0759420
(COMMISSION FILE NUMBER ) (IRS EMPLOYER IDENTIFICATION NO.)
--------------
5450 Transco Tower
2800 Post Oak Boulevard
Houston, Texas 77056-6196
(Address of principal executive office, including zip code)
(713) 621-7800
(Registrant's telephone number, including area code)
================================================================================
2
ITEM 5. OTHER EVENTS
On July 24, 1997, the Board of Directors of Rowan Companies, Inc. (the
"Company") amended the Company's Rights Agreement dated February 25, 1992, as
amended, (the "Rights Agreement") to increase the Purchase Price defined in
Section 7(b) of such Rights Agreement for each one one-hundredth of a share of
Series A Junior Preferred Stock purchasable upon the exercise of a Right from
$30.00 to $75.00, subject to adjustment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) Exhibits
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ ----------------------------------------------------
4.1 Amendment No. 3 dated July 24, 1997 to the Rights
Agreement dated February 25, 1992, as amended,
between the Company and Citibank, N.A., as Rights
Agent.
4.2 Rights Agreement dated February 25, 1992, as amended,
between the Company and Citibank, N.A., as Rights
Agent, which includes exhibits as follows: Exhibit A -
Form of Rights Certificate; Exhibit B - Summary of
Rights to Purchase Junior Preferred Stock and
Exhibit C - Certificate of Designation of Series A
Junior Preferred Stock.
3
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
----------------------------------------
E. E. Thiele,
Senior Vice President - Administration and
Finance and Principal Financial Officer
DATED: AUGUST 5, 1997
4
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ ----------------------------------------------------
4.1 Amendment No. 3 dated July 24, 1997 to the Rights
Agreement dated February 25, 1992, as amended,
between the Company and Citibank, N.A., as Rights
Agent.
4.2 Rights Agreement dated February 25, 1992, as amended,
between the Company and Citibank, N.A., as Rights
Agent, which includes exhibits as follows: Exhibit A -
Form of Rights Certificate; Exhibit B - Summary of
Rights to Purchase Junior Preferred Stock and
Exhibit C - Certificate of Designation of Series A
Junior Preferred Stock.