-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UwpIrAzfRutVGlQKSJJbccfHHshZrbsfdiwp9liMTDAB4EOAl/IBtzkEb16tnNvK pW5Y8oYNVQsnQSLf6FYgDw== 0000921530-97-000020.txt : 19970107 0000921530-97-000020.hdr.sgml : 19970107 ACCESSION NUMBER: 0000921530-97-000020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970106 SROS: BSE SROS: CSX SROS: NYSE SROS: PSE GROUP MEMBERS: DUQUESNE CAPITAL MANAGEMENT LLC GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER 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: 005-08561 FILM NUMBER: 97501130 BUSINESS ADDRESS: STREET 1: 5450 TRANSCO TWR STREET 2: 2800 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056-6196 BUSINESS PHONE: 7136217800 MAIL ADDRESS: STREET 1: 5450 TRANSCO TOWER STREET 2: 2800 POST OAK BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77056-6196 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: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMEND NO. 3 RE ROWAN COMPANIES, INC.'S 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* ROWAN COMPANIES, INC. ---------------------------------- (Name of Issuer) Common Stock, $0.125 Par Value ------------------------------------ (Title of Class of Securities) 779382100 ---------------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 399 Park Avenue New York, New York 10022 (212) 872-1000 -------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 1, 1997 ------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_].** (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. Continued on following page(s) Page 1 of 18 Pages Exhibit Index: Page 15 - -------- * Initial filing with respect to Soros Fund Management LLC and Mr. Stanley F. Druckenmiller. ** A filing fee is not being paid with this statement pursuant to SEC Release No. 33-7331 whereby the filing fee has been eliminated for Schedule 13D. Page 2 of 18 Pages SCHEDULE 13D CUSIP No. 779382100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Soros Fund Management LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 6,094,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 6,094,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,094,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 7.12% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 18 Pages SCHEDULE 13D CUSIP No. 779382100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 690,000 Shares Beneficially 8 Shared Voting Power Owned By 6,094,000 Each Reporting 9 Sole Dispositive Power Person 690,000 With 10 Shared Dispositive Power 6,094,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,784,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 7.93% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 18 Pages SCHEDULE 13D CUSIP No. 779382100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stanley F. Druckenmiller (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* AF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 1,012,000 Shares Beneficially 8 Shared Voting Power Owned By 6,094,000 Each Reporting 9 Sole Dispositive Power Person 1,012,000 With 10 Shared Dispositive Power 6,094,000 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,106,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 8.31% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 18 Pages SCHEDULE 13D CUSIP No. 779382100 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Duquesne Capital Management, L.L.C. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Source of Funds* WC 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Pennsylvania 7 Sole Voting Power Number of 1,012,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,012,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,012,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 1.18% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 18 Pages This Amendment No. 3 to Schedule 13D relates to shares of Common Stock, $0.125 par value per share (the "Shares"), of Rowan Companies, Inc. (the "Issuer"). This Amendment No. 3 supplementally amends the initial statement on Schedule 13D dated May 29, 1996 and all amendments thereto (collectively, the "Initial Statement") filed by one of the Reporting Persons (as defined herein). This Amendment No. 3 is being filed by the Reporting Persons to report the transfer of the investment advisory contract between Soros Fund Management ("SFM") and Quantum Fund N.V., a Netherlands Antilles company ("Quantum Fund"), whose principal operating subsidiary is Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), pursuant to which SFM was granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners. The investment advisory contract has been transferred from SFM to Soros Fund Management LLC ("SFM LLC"), a newly formed Delaware limited liability company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This statement is being filed by SFM LLC, Mr. George Soros ("Mr. Soros"), Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller") and Duquesne Capital Management, L.L.C., a Pennsylvania limited liability company ("Duquesne LLC," and together with SFM LLC, Mr. Soros and Mr. Druckenmiller, the "Reporting Persons"). This statement relates to Shares held for the accounts of Quantum Partners, Mr. Soros, Lupa Family Partners, a New York limited partnership ("Lupa"), and the Duquesne LLC Clients (as defined herein). Effective as of January 1, 1997, SFM, a sole proprietorship of which Mr. Soros is the sole proprietor, transferred its investment advisory contract with Quantum Fund to SFM LLC as part of a restructuring of the business of SFM, which will now be conducted through SFM LLC. SFM LLC has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its principal business is to serve, pursuant to contract, as the principal investment manager to several foreign investment companies (the "SFM Clients"), including Quantum Fund and Quantum Partners. Each of Quantum Fund and Quantum Partners has its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. SFM LLC's contracts with SFM Clients generally provide that SFM LLC is responsible for designing and implementing the SFM Clients' overall investment strategy; for conducting direct portfolio management strategies to the extent that SFM LLC determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisors who manage separate portfolios on behalf of SFM Clients; and for allocating and reallocating the SFM Clients' assets among the outside managers and itself. The business of SFM LLC is managed through a Management Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr. Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct the investment decisions of SFM LLC and as such may be deemed to have investment discretion over the securities held for the accounts of the SFM Clients. Set forth in Annex A hereto and incorporated by reference in response to this Item 2 and elsewhere in this Schedule 13D as applicable is a list of the Managing Directors of SFM LLC. The principal occupation of Mr. Soros, a United States citizen, is his direction of the activities of SFM LLC, which is carried out in his capacity as Chairman of SFM LLC at SFM LLC's principal office. Page 7 of 18 Pages Lupa is primarily engaged in securities investment. In his capacity as one of two general partners, Mr. Soros exercises voting and dispositive power with respect to securities held for the account of Lupa. The other general partner of Lupa is Mr. Paul Soros, Mr. Soros' brother, who does not normally exercise voting or dispositive power over the investments held by Lupa. Paul Soros is a United States citizen who is the founder and former president of Soros Associates, an international engineering firm. Paul Soros has his principal office at 888 Seventh Avenue, 32nd Floor, New York, New York 10106. The principal occupation of Mr. Druckenmiller, a United States citizen, is his position as Lead Portfolio Manager and a member of the Management Committee of SFM LLC, which is carried out at SFM LLC's principal office. Mr. Druckenmiller also owns a 75% interest in, and is the sole managing member of, Duquesne LLC, an investment advisory firm. Duquesne LLC has its principal offices at 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591. Its principal business is to serve, pursuant to contract, as a discretionary investment advisor to a limited number of institutional clients (the "Duquesne LLC Clients"). Pursuant to regulations promulgated under Section 13(d) of the Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of securities, including the Shares, held for the account of Quantum Partners as a result of the contractual authority of SFM LLC to exercise voting and dispositive power with respect to such securities. Mr. Soros, by reason of his position as the general partner of Lupa who exercises voting and dispositive power over the securities held for the account of Lupa, may be deemed the beneficial owner of securities, including the Shares, held for the account of Lupa. Pursuant to regulations promulgated under Section 13(d) of the Act, Mr. Druckenmiller, by virtue of his interest in, and position as sole managing member of, Duquesne LLC, may be deemed a beneficial owner of securities, including the Shares, held for the account of Duquesne LLC as a result of the contractual authority of Duquesne LLC to exercise voting and dispositive power with respect to such securities. During the past five years, none of the Reporting Persons, Quantum Partners, Lupa and, to the best of the Reporting Persons' knowledge, any other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which he has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Duquesne LLC expended approximately $2,600,822 of its working capital to purchase the Shares reported herein as being acquired within the last 60 days The securities held for the accounts of Quantum Partners, other SFM Clients, Lupa and/or the Duquesne LLC Clients may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in its margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firm's credit policies. The positions which may be held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction. All of the Shares reported herein as having been acquired for or disposed of from the accounts of Quantum Partners, Mr. Soros, the Duquesne LLC Page 8 of 18 Pages Clients and/or Lupa were acquired or disposed of for investment purposes. Neither Quantum Partners, Lupa, the Reporting Persons nor, to the best of their knowledge, any of the other individuals identified in response to Item 2, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Soros, Mr. Druckenmiller and SFM LLC reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the SFM Clients, market conditions or other factors. Mr. Soros reserves the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of Lupa, market conditions or other factors. Mr. Druckenmiller and Duquesne LLC reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Duquesne LLC Clients, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) (i) The aggregate number of Shares of which SFM LLC may be deemed the beneficial owner is 6,094,000 (approximately 7.12% of the total number of Shares outstanding), which are held for the account of Quantum Partners. (ii) The aggregate number of Shares of which Mr. Soros may be deemed the beneficial owner is 6,784,000 (approximately 7.93% of the total number of Shares outstanding). This number consists of (A) 345,000 Shares held directly for the account of Mr. Soros, (B) 345,000 Shares held for the account of Lupa and (C) 6,094,000 Shares held for the account of Quantum Partners. (iii) The aggregate number of Shares of which Mr. Druckenmiller may be deemed the beneficial owner is 7,106,000 (approximately 8.31% of the total number of Shares outstanding). This number consists of (A) 6,094,000 Shares held for the account of Quantum Partners and (B) 1,012,000 Shares held for the accounts of the Duquesne LLC Clients. (iv) The aggregate number of Shares of which Duquesne LLC may be deemed the beneficial owner is the 1,012,000 Shares (approximately 1.18% of the total number of Shares outstanding) held for the accounts of the Duquesne LLC Clients. (b) (i) Pursuant to the terms of the contract between Quantum Fund and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting and disposition of the 6,094,000 Shares held for the account of Quantum Partners. Page 9 of 18 Pages (ii) Pursuant to the terms of the contract between Quantum Fund and SFM LLC and as a result of the position held by Mr. Soros with SFM LLC, Mr.Soros may be deemed to have shared power to direct the voting and disposition of the 6,094,000 Shares held for the account of Quantum Partners. Mr. Soros has the sole power to vote and dispose of the 345,000 Shares held for his account. By virtue of his position as a general partner of Lupa and the fact that Paul Soros, the other general partner of Lupa, does not normally exercise voting and dispositive power over the investments held for the account of Lupa, Mr. Soros may be deemed to have sole power to direct the voting and disposition of the 345,000 Shares held for the account of Lupa. (iii) Pursuant to the terms of the contract between Quantum Fund and SFM LLC and the position held by Mr. Druckenmiller with SFM LLC, Mr. Druckenmiller may be deemed to have shared power to direct the voting and disposition of the 6,094,000 Shares held for the account of Quantum Partners. As a result of the position held by Mr. Druckenmiller with Duquesne LLC, Mr. Druckenmiller may be deemed to have the sole power to direct the voting and disposition of the 1,012,000 Shares held for the accounts of the Duquesne LLC Clients. (iv) Pursuant to contracts with the Duquesne LLC Clients, Duquesne LLC may be deemed to have the sole power to direct the voting and disposition of securities held for the accounts of the Duquesne LLC Clients, including the 1,012,000 Shares held for the accounts of the Duquesne LLC Clients. (c) (i) Except as disclosed in Item 2 hereof, which is incorporated by reference in this Item 5, there have been no transactions for the accounts of Mr. Soros, Quantum Partners and Lupa, with respect to the Shares, since December 19, 1996, the date of the last filing on Schedule 13D. (ii) Except as disclosed in Item 2 hereof, which is incorporated by reference in this Item 5, and on Annex B attached hereto, there have been no transactions for the accounts of the Duquesne LLC Clients, with respect to the Shares, since November 2, 1996 (60 days prior to the date hereof). (d) (i) The shareholders of Quantum Partners, including Quantum Fund, have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held for the account of Quantum Partners in accordance with their ownership interests in Quantum Partners. (ii) The partners of Lupa have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held by Lupa in accordance with their partnership interests in Lupa. (iii) The Duquesne LLC Clients have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held for their accounts. (iv) Mr. Soros has the sole right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held for his personal account. (e) Not applicable. SFM LLC expressly disclaims beneficial ownership of any Shares not held for the accounts of the SFM Clients. Mr. Soros expressly disclaims Page 10 of 18 Pages beneficial ownership of any Shares not held directly for his account, the accounts of the SFM Clients and Lupa. Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares not held for the accounts of the SFM Clients and the Duquesne LLC Clients. Duquesne LLC expressly disclaims beneficial ownership of any Shares not held for the accounts of the Duquesne LLC Clients. Item 6. Contracts, Arrangements, Understandings in Relationship with Respect to Securities of the Issuer. From time to time, each of the Reporting Persons, Lupa, Quantum Partners, other SFM Clients and/or Duquesne LLC Clients may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time to the extent permitted by applicable law, each of such persons or entities may borrow securities, including the Shares, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities. Except as set forth herein, the Reporting Persons, Lupa, Quantum Partners and the other SFM Clients do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. A. Power of Attorney dated as of January 1, 1997 granted by Mr. Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus. B. Power of Attorney dated as of January 1, 1997 granted by Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus. C. Joint Filing Agreement dated January 1, 1997 by and among SFM LLC, Mr. Soros, Mr. Druckenmiller and Duquesne LLC. Page 11 of 18 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 1, 1997 SOROS FUND MANAGEMENT LLC By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Managing Director GEORGE SOROS By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /S/ MICHAEL A. SHAY ---------------------------------- Michael A. Shay Vice President Page 12 of 18 Pages ANNEX A The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC: Scott K. H. Bessent Walter Burlock Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM LLC, and each has a business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Page 13 of 18 Pages
ANNEX B RECENT TRANSACTION IN THE COMMON STOCK OF ROWAN COMPANIES, INC. Date of Nature of For the Account of Transaction Transaction Number of Shares Price Per Share - ------------------ ----------- ----------- ---------------- --------------- Duquesne LLC 12/11/96 BUY 10,800 20.866 12/11/96 BUY 8,300 20.781 12/11/96 BUY 2,500 20.866 12/11/96 BUY 1,900 20.781 12/11/96 BUY 12,700 20.866 12/11/96 BUY 9,800 20.781 12/12/96 BUY 1,100 21.454 12/12/96 BUY 1,000 21.385 12/12/96 BUY 1,100 21.625 12/12/96 BUY 4,100 22.000 12/12/96 BUY 10,100 21.657 12/12/96 BUY 200 21.454 12/12/96 BUY 200 21.385 12/12/96 BUY 200 21.625 12/12/96 BUY 1,000 22.000 12/12/96 BUY 2,300 21.657 12/12/96 BUY 1,300 21.454 12/12/96 BUY 1,200 21.385 12/12/96 BUY 1,200 21.625 12/12/96 BUY 4,900 22.000 12/12/96 BUY 11,800 21.657 12/13/96 BUY 6,300 21.667 12/13/96 BUY 2,100 21.125 12/13/96 BUY 6,100 21.013 12/13/96 BUY 1,400 21.667 12/13/96 BUY 500 21.125 12/13/96 BUY 1,400 21.013 Page 14 of 18 Pages Duquesne LLC 12/13/96 BUY 7,300 21.667 12/13/96 BUY 2,400 21.125 12/13/96 BUY 7,100 21.013
Page 15 of 18 Pages EXHIBIT INDEX Page No. ---------- A. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus................................................................ 15 B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus................................................................ 16 C. Joint Filing Agreement dated January 1, 1997 by and among Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller and Duquesne Capital Management, L.L.C............................................................... 17 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 16 of 18 Pages EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of January, 1997. /s/ George Soros ------------------------------- GEORGE SOROS EX-24 3 EXHIBIT B - POWER OF ATTORNEY Page 17 of 18 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio Manager of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of January, 1997. /s/ Stanley F. Druckenmiller ------------------------------------------- STANLEY F. DRUCKENMILLER EX-99.C 4 EXHIBIT C - JOINT FILING AGREEMENT Page 18 of 18 Pages EXHIBIT C JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Rowan Companies, Inc. dated January 1, 1997 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d- 1(f) under the Securities Exchange Act of 1934. Date: January 1, 1997 SOROS FUND MANAGEMENT LLC By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Managing Director GEORGE SOROS By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /S/ MICHAEL A. SHAY ---------------------------------- Michael A. Shay Vice President -----END PRIVACY-ENHANCED MESSAGE-----