sc13da1501874122_03262009.htm

0000921895-09-000842.txt : 20090326 0000921895-09-000842.hdr.sgml : 20090326 20090326161449 ACCESSION NUMBER: 0000921895-09-000842 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090326 DATE AS OF CHANGE: 20090326 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROWAN COMPANIES INC CENTRAL INDEX KEY: 0000085408 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 750759420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30728 FILM NUMBER: 09706859 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BLVD. STREET 2: SUITE 5450 CITY: HOUSTON STATE: TX ZIP: 77056-6127 BUSINESS PHONE: 7136217800 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD STREET 2: SUITE 5450 CITY: HOUSTON STATE: TX ZIP: 77056-6127 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO INC DATE OF NAME CHANGE: 19711110 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO DATE OF NAME CHANGE: 19671112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 SC 13D/A 1 sc13da1501874122_03262009.htm sc13da1501874122_03262009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 15)1

Rowan Companies, Inc.

(Name of Issuer)

Common Stock, par value $0.125

(Title of Class of Securities)

779382100

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 26, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 779382100

1	NAME OF REPORTING PERSON STEEL PARTNERS II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 9,878,219
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 9,878,219
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,878,219
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 779382100

1	NAME OF REPORTING PERSON STEEL PARTNERS II MASTER FUND L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 9,878,219
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 9,878,219
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,878,219
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 779382100

1	NAME OF REPORTING PERSON STEEL PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 9,878,219
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 9,878,219
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,878,219
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 779382100

1	NAME OF REPORTING PERSON WEBFINANCIAL L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 9,878,219
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 9,878,219
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,878,219
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 779382100

1	NAME OF REPORTING PERSON WARREN G. LICHTENSTEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 9,878,219
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 9,878,219
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,878,219
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 779382100

1	NAME OF REPORTING PERSON JOHN J. QUICKE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 - *
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 - *
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - *
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% *
14	TYPE OF REPORTING PERSON IN

* See Item 5

CUSIP NO. 779382100

The following constitutes Amendment No. 15 to the Schedule 13D filed by the undersigned (“Amendment No. 15”). This Amendment No. 15 amends the Schedule 13D as specifically set forth.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On March 26, 2009, Steel Partners II delivered a letter to the Board of Directors of the Issuer (the “Board”) expressing its concern with certain disclosures contained in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and the Issuer’s Proxy Statement on Schedule 14A relating to the 2009 Annual Meeting of Stockholders that clearly reflect a failure by the Board to provide proper oversight of the Issuer during the past year. Specifically, Steel Partners II expresses its concern over significant inventory write offs in the fourth quarter of 2008, excessive professional fees paid and to be paid in connection with the suspended LeTourneau Technologies, Inc. monetization process and unusual and improper compensation and severance arrangements with the retiring CEO, the new CEO and the other Named Executive Officers of the Issuer. Steel Partners II states that while it believes the appointment of its designee John J. Quicke to the Board in January 2009 pursuant to a settlement agreement was a step by the Issuer in the right direction, this appointment alone will not fix the embedded, broken policies that negatively impacted the Issuer’s 2008 bottom line and potentially its future prospects. Steel Partners II urges the Board to act in a unified manner, with a greater sense of urgency, and with proper oversight of the Issuer’s management. A copy of the letter is attached as an exhibit hereto and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Letter from Steel Partners II, L.P. to Rowan Companies, Inc., dated March 26, 2009.

CUSIP NO. 779382100

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 26, 2009	STEEL PARTNERS II, L.P.

	By:	Steel Partners II GP LLC General Partner

	By:	/s/ Sanford Antignas
		Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

	STEEL PARTNERS II MASTER FUND L.P.

	By:	Steel Partners II GP LLC General Partner

	By:	/s/ Sanford Antignas
		Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

	STEEL PARTNERS LLC

	By:	/s/ Sanford Antignas
		Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Manager

	WEBFINANCIAL L.P.

	By:	Steel Partners II GP LLC General Partner

	By:	/s/ Sanford Antignas
		Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member

	/s/ Sanford Antignas
	SANFORD ANTIGNAS as Attorney-In-Fact for Warren G. Lichtenstein

	/s/ John J. Quicke
	JOHN J. QUICKE

EX-99.1 2 ex991to13da1501874122_032609.htm LETTER DATED MARCH 26, 2009 ex991to13da1501874122_032609.htm

Exhibit 99.1

STEEL PARTNERS II, L.P.

590 Madison Avenue, 32nd Floor

New York, NY 10022

March 26, 2009

FOR DISSEMINATION TO THE BOARD OF DIRECTORS

By Facsimile and Federal Express

Board of Directors

Rowan Companies, Inc.

2800 Post Oak Boulevard

Suite 5450

Houston, Texas 77056

Attn: Corporate Secretary

Re: Rowan Companies, Inc.

Gentlemen:

Steel Partners II, L.P. continues to be a long-term stockholder of Rowan Companies, Inc. (“Rowan”), with a significant investment in Rowan representing approximately 9% of the outstanding shares. We write to you after reviewing Rowan’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 Annual Report”) and the recently filed Proxy Statement in connection with the 2009 annual meeting of stockholders (the “Proxy”). We are extremely concerned with certain disclosures contained in these documents that clearly reflect a failure by Rowan’s Board of Directors (the “Board”) to provide proper oversight of Rowan during the past year.

Rowan incurred a $62 million charge for estimated surplus inventory in its manufacturing operations during the fourth quarter of 2008. Over the past year we have repeatedly voiced our concern to Rowan about the growing level of manufacturing inventory and the size of this inventory in relation to outside manufacturing revenue. We were always assured that there were no issues with the inventory and plans were in the works to reduce the level of manufacturing inventory. In stark contrast to these assurances, Rowan now discloses $62 million in destroyed stockholder value due solely to inventory write offs in the fourth quarter of 2008. Further, despite these huge write offs, inventory declined only $49 million during the fourth quarter of 2008 and still remains much too high. In light of current market conditions, we can only speculate that we have not seen the last “non-recurring” charge related to manufacturing inventory. We also note that while Rowan refers to this $62 million charge as “non-recurring,” no assurances were given that the control weaknesses that resulted in this charge have been corrected. Proper Board oversight on this issue clearly appears to have been lacking.

The 2008 Annual Report also discloses that Rowan spent $13 million on professional service fees paid and to be paid in connection with the suspended LeTourneau Technologies, Inc. monetization process. We believe this is an outrageous amount for an abandoned transaction. There is no disclosure itemizing these “professional service fees” or specifying who received these payments. We believe the stockholders deserve to know how Rowan could have wasted such a substantial amount of stockholders’ cash. Again, proper Board oversight appears to have been lacking.

A review of the Proxy filed by Rowan is quite disturbing. The Report of the Compensation Committee contains numerous disclosures on items we consider unusual or improper, including a “Retirement Package” for the retiring CEO (substantially beyond existing contractual obligations), a change in control agreement with a “parachute tax gross-up” guarantee for the newly hired CEO, significant “retention awards” for executives who are already under existing employment contracts and substantial increases in compensation for all Named Executive Officers despite the significant fourth quarter write off taken by Rowan. These items not only indicate a lack of proper oversight on behalf of the Rowan Compensation Committee and the Rowan Board, but also a complete lack of respect by the Board for its obligations to preserve the corporation’s assets. Apparently, the Rowan Board is more interested in entrenching itself than fulfilling its fiduciary duties to act in the best interests of all stockholders.

We believe the appointment of John J. Quicke, a designee of Steel Partners, to the Board on January 22, 2009 pursuant to a settlement agreement was a step in the right direction in addressing the Board’s failed leadership of Rowan. However, this appointment alone will not fix the embedded, broken policies that negatively impacted Rowan’s 2008 bottom line and potentially its future prospects. The Board needs to act in a unified manner, with a greater sense of urgency, and with proper oversight of Rowan management. The “business as usual” mentality of the Board will not succeed in the current market environment. While we recognize the CEO is new to the job, the Board is not. There is no time for a learning or honeymoon period—proper oversight by the Rowan Board is required now!

	Very Truly Yours,

	/s/ Warren G. Lichtenstein

	Warren G. Lichtenstein