-----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, Ezi3BrqTAaxc0HixQ4DVgKybYkhaywQowed4MqDyOMy/KR1EpihjLY34j8yIEkXe 2Uay3pWap8HZsulQdSFEGQ== 0000921530-96-000093.txt : 19961220 0000921530-96-000093.hdr.sgml : 19961220 ACCESSION NUMBER: 0000921530-96-000093 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961219 SROS: BSE SROS: CSX SROS: NYSE SROS: PSE 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: 96683130 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 GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D/A 1 SCHEDULE 13D RE ROWAN COMPANIES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ROWAN COMPANIES, INC. ----------------------------- (Name of Issuer) Common Stock, $.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) December 12, 1996 ------------------------------ (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. *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 disclosure 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). Continued on following page(s) Page 1 of 6 Pages SCHEDULE 13D CUSIP No. 779382100 Page 2 of 6 Pages 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. [_] 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 6,784,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 6,784,000 With 10 Shared Dispositive Power 0 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* IN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 6 Pages This Amendment No. 2 to Schedule 13D relates to shares of Common Stock, $.125 par value (the "Shares"), of Rowan Companies, Inc. (the "Issuer"). This Amendment No. 2 supplementally amends the initial statement on Schedule 13D dated May 29, 1996 and Amendment No. 1 thereto dated August 15, 1996 (collectively the "Initial Statement"). This Amendment No. 2 is being filed by the Reporting Person (as defined below) to report the recent acquisition of Shares for the account of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), as a result of which the percentage of the class of Shares of which the Reporting Person may be deemed to be the beneficial owner has increased by more than one percent. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Initial Statement. The Initial Statement is amended as set forth herein. Item 3. Source and Amount of Funds or Other Consideration. Quantum Partners expended approximately $29,858,732 of its working capital to purchase the Shares which are reported herein as having been purchased for its account during the last 60 days. The Shares held for the accounts of the Reporting Person, Lupa and Quantum Partners 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 held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 5. Interest in Securities of the Issuer. (a) The aggregate number of Shares of which the Reporting Person may be deemed a beneficial owner is 6,784,000 (approximately 7.93% of the total number of Shares outstanding). This number consists of (i) 345,000 Shares held for the personal account of the Reporting Person, (ii) 345,000 Shares held for the account of Lupa and (iii) 6,094,000 Shares held for the account of Quantum Partners. Mr. Stanley Druckenmiller, a Managing Director of SFM, owns a majority interest in Duquesne Capital Management, L.L.C. ("Duquesne"), a registered investment adviser. Accounts of investment advisory clients over which Duquesne exercises investment discretion (the "Duquesne Clients") hold 1,012,000 Shares (approximately 1.18% of the total number of Shares outstanding). By reason of his position with Duquesne, Mr. Druckenmiller may be deemed to be the beneficial owner, for purposes of Rule 13d-3 under the Act, of all such Shares held by the Duquesne Clients. The Reporting Person expressly disclaims beneficial ownership of any Shares not held directly for the accounts of the Reporting Person, Lupa or Quantum Partners. (b) (i) The Reporting Person holds the sole power to direct the vot- ing and disposition of the 345,000 Shares held for his account. (ii) 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, the Reporting Person may be deemed to have sole power to direct the voting and disposition of the 345,000 Shares held for the account of Lupa. Page 4 of 6 Pages (iii) Pursuant to the terms of the SFM contract, the Reporting Person 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. (c) Except for the transactions listed in Annex B hereto, which were effected at the direction of SFM and were executed in routine brokerage transactions on the New York Stock Exchange, there have been no transactions with respect to the Shares since October 20, 1996 (60 days prior to the date hereof) effected for any of the accounts of the Reporting Person, Lupa or Quantum Partners. (d) (i) 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. (ii) The shareholders of Quantum Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held by Quantum Partners in accordance with their ownership interests in Quantum Partners. (e) Not applicable. Item 7. Material to be Filed as Exhibits. (a) Power of Attorney dated April 16, 1996 granted by Mr. George Soros in favor of Mr. Sean C. Warren (filed as Exhibit A to the Initial Statement and incorporated herein by reference). Page 5 of 6 Pages
ANNEX B RECENT TRANSACTIONS IN THE COMMON STOCK OF ROWAN COMPANIES, INC. Nature of Number For the Account of Date of Transaction Transaction of Shares Price Per Share - ------------------ ------------------- ----------- --------- --------------- Quantum Partners LDC 11/04/96 Purchase 15,000 $ 20.436 11/04/96 Purchase 175,000 20.417 11/05/95 Purchase 35,000 20.341 11/05/96 Purchase 125,000 20.335 11/06/96 Purchase 10,000 20.488 11/08/96 Purchase 25,000 20.520 12/11/96 Purchase 115,000 20.604 12/11/96 Purchase 180,000 20.841 12/11/96 Purchase 104,000 20.926 12/12/96 Purchase 23,700 21.474 12/12/96 Purchase 217,800 21.717 12/12/96 Purchase 40,000 22.050 12/12/96 Purchase 22,500 21.685 12/12/96 Purchase 21,600 21.405 12/13/96 Purchase 134,100 21.032 12/13/96 Purchase 45,000 21.185 12/13/96 Purchase 135,000 21.226
Page 6 of 6 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: December 19, 1996 GEORGE SOROS By: /S/ SEAN C. WARREN ------------------------- Sean C. Warren Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----