S-3/A 1 h94259a1s-3a.txt ROWAN COMPANIES INC - AMENDMENT NO.1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 2002 REGISTRATION NO. 333-82804 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROWAN COMPANIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 2800 POST OAK BOULEVARD 75-0759420 (State or other jurisdiction of SUITE 5450 (I.R.S. Employer incorporation or organization) HOUSTON, TEXAS 77056-6127 Identification Number) (713) 621-7800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
C. R. PALMER 2800 POST OAK BOULEVARD SUITE 5450 HOUSTON, TEXAS 77056-6127 (713) 621-7800 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: ROBERT V. JEWELL ANDREWS & KURTH MAYOR, DAY, CALDWELL & KEETON, L.L.P. 600 TRAVIS STREET SUITE 4200 HOUSTON, TEXAS 77002 (713) 220-4200 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement, as determined by the selling stockholders in light of market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PROSPECTUS ROWAN COMPANIES, INC. 109,890 SHARES COMMON STOCK, $.125 PAR VALUE This prospectus relates to offers and sales from time to time by the selling stockholders listed in this prospectus of up to 109,890 shares of our common stock. The securities offered by this prospectus were issued to the selling stockholders in a transaction exempt from registration under the Securities Act of 1933, as amended. All proceeds from such sales by the selling stockholders will go to the selling stockholders. We will not receive any proceeds from such sales by the selling stockholders. Our common stock is traded on the New York Stock Exchange and the Pacific Exchange -- Stock and Options under the symbol "RDC." The last reported sale price of our common stock as reported on the composite tape of the New York Stock Exchange on March 6, 2002 was $20.20 per share. The selling stockholders have informed us that they may sell shares from time to time in ordinary broker's transactions or at negotiated prices. The selling stockholders may effect these transactions with or through brokers or dealers who may receive compensation in the form of commissions or discounts. SEE "RISK FACTORS" BEGINNING ON PAGE 1 FOR A DISCUSSION OF FACTORS THAT YOU SHOULD CONSIDER BEFORE YOU INVEST IN THE SHARES BEING SOLD WITH THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is March 8, 2002 YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. WE HAVE NOT, AND THE SELLING STOCKHOLDERS HAVE NOT, AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION. THE SELLING STOCKHOLDERS ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS OR THE DOCUMENTS INCORPORATED BY REFERENCE IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THOSE DOCUMENTS. NO ACTION IS BEING TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES TO PERMIT A PUBLIC OFFERING OF THE COMMON STOCK OR POSSESSION OR DISTRIBUTION OF THIS PROSPECTUS IN ANY SUCH JURISDICTION. PERSONS WHO COME INTO POSSESSION OF THIS PROSPECTUS IN JURISDICTIONS OUTSIDE THE UNITED STATES AND CANADA ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE THE RESTRICTIONS OF THAT JURISDICTION RELATED TO THIS OFFERING AND THE DISTRIBUTION OF THIS PROSPECTUS. TABLE OF CONTENTS Risk Factors................................................ 1 Incorporation of Documents by Reference..................... 4 Cautionary Statement Regarding Forward Looking Statements... 5 Where You Can Find More Information......................... 5 Use of Proceeds............................................. 5 Selling Stockholders........................................ 6 Plan of Distribution........................................ 6 Legal Opinion............................................... 8 Experts..................................................... 8
RISK FACTORS You should consider carefully the following risk factors, in addition to the other information contained and incorporated by reference in this prospectus before deciding to invest in our common stock. VOLATILE OIL AND NATURAL GAS PRICES GREATLY IMPACT DEMAND FOR OUR OFFSHORE DRILLING AND RELATED SERVICES. The success of our offshore drilling, manufacturing and aviation operations depends upon the condition of the oil and gas industry, particularly the level of offshore drilling activity. Demand for our offshore drilling and related services is vulnerable to periodic declines in drilling activity typically associated with depressed oil and natural gas prices. Oil and natural gas prices have historically been volatile, and the offshore drilling market was generally depressed from the early 1980s until the mid-1990s. While the drilling industry benefited from increasing oil and natural gas prices during most of the 1999-2000 period, it did not fully recover from the dramatic decline in prices during 1998 and the ensuing reduction in drilling activity and day rates. This decline in prices was generally attributable to increased worldwide production coupled with slowing global demand, and energy companies responded to depressed prices by reducing their drilling expenditures, either by allowing contract options to lapse or by canceling or deferring planned drilling projects. Our drilling operations improved over much of the 2000-2001 period but remained below peak 1997 and early-1998 levels. In recent months, natural gas prices have been extremely volatile and are presently at less than one-third of their peak price attained just last winter. As a result, Gulf of Mexico drilling activity has weakened, market day rates have declined and Rowan's drilling operations have been adversely impacted. Demand for drilling services also depends on additional factors that are beyond our control, including: - fluctuations in the worldwide demand for oil and natural gas; - the willingness and ability of the Organization of Petroleum Exporting Countries, or OPEC, to limit production levels and influence prices; - political conflicts in oil-producing areas; and - the level of production in non-OPEC countries. Our drilling and aviation operations will be adversely affected by future declines in oil and natural gas prices, but we cannot predict the extent of that effect. We also cannot assure you that a reduction in offshore drilling activity will not occur for other reasons. WE HAVE INCURRED LOSSES RECENTLY AND OVER PROLONGED PERIODS IN THE PAST, A CIRCUMSTANCE THAT COULD OCCUR AGAIN IN THE FUTURE. In 1999, we experienced a 35% decline in revenues and incurred a net loss of $9.7 million. Our 1999 revenues and earnings were negatively affected by lower rig utilization and day rates due to the decline in oil and natural gas prices discussed above. We incurred a loss during the fourth quarter of 2001, largely due to a 37% decline in drilling revenues from the year-earlier period, and anticipate a loss during the first quarter of 2002. OUR MARKETS REMAIN HIGHLY COMPETITIVE, WHICH MAY CAUSE US DIFFICULTY IN DIFFERENTIATING OUR PRODUCTS AND SERVICES AND MAINTAINING SATISFACTORY PRICE LEVELS. The drilling, manufacturing and aviation markets in which we operate are highly fragmented, with many competitors offering a wide variety of interchangeable products and services. The collective capacity of the drilling, manufacturing and aviation markets in which we operate has generally exceeded the demand for the products and services. More sellers than buyers yields a commodity-type price environment where the lowest price often gets the sale. In the drilling market, a general oversupply of rigs has lasted for well over a decade, and we believe that competition for drilling contracts will continue to be intense for the foreseeable future. During periods of market weakness, when we have tried to maintain drilling day 1 rates, we often lost work to our competitors, our rig utilization declined and our operating results suffered. Some of our competitors possess greater financial resources than we do. OUR FLEET EXPANSION PROGRAM MAY ENCOUNTER LIQUIDITY PROBLEMS. If we continue to experience present operating conditions for a prolonged period, our results of operations and working capital will not be adequate to finance our planned construction, and outside financing may not be available. We would be forced to suspend our construction program. We have in progress an offshore fleet expansion program under which we currently plan to spend more than $215 million over the 2002-2004 period. We expect to spend as much as another $240 million over this period for upgrades to existing equipment and facilities and new land rigs and aircraft. Only about $144 million of the costs to complete Rowan Gorilla VIII is financed at this time, leaving as much as $320 million of planned capital expenditures to be financed from working capital or results of operations. We currently have no other available lines of credit. OUR RESULTS OF OPERATIONS WILL BE ADVERSELY AFFECTED IF WE ARE UNABLE TO SECURE CONTRACTS FOR ROWAN GORILLA VII AND ROWAN GORILLA VIII. The addition to our available drilling fleet of Rowan Gorilla VII in early 2002 and Rowan Gorilla VIII in late 2003 will, in each case, significantly increase our daily operating costs. Neither rig has been contracted at this time, and day rates for comparable rigs during the last two years would, in many cases, only slightly exceed the expected daily operating costs of Gorilla VII and Gorilla VIII. We may be unable to secure economical drilling contracts for Gorilla VII and Gorilla VIII, in which case their delivery will negatively impact our operating results. WE ARE SUBJECT TO OPERATING RISKS SUCH AS BLOWOUTS AND WELL FIRES THAT COULD RESULT IN ENVIRONMENTAL DAMAGE, PROPERTY LOSS, PERSONAL INJURY AND DEATH. Our drilling operations are subject to many hazards that could increase the likelihood of accidents. Accidents can result in: - costly delays or cancellations of drilling operations; - serious damage to or destruction of equipment; - personal injury or death; - significant impairment of producing wells, leased properties or underground geological formations; and - major environmental damage. Our offshore drilling operations are also subject to marine hazards, either at offshore sites or while drilling equipment is under tow, such as vessel capsizings, collisions or groundings. In addition, raising and lowering jack-up rigs, offshore drilling platforms whose three legs independently penetrate the ocean floor, flooding semi-submersible ballast tanks to help fix floating drilling units over well sites and drilling into high-pressure formations are complex, hazardous activities and we frequently encounter problems. Our manufacturing and aviation operations also present serious risks. Our manufacturing processes could pollute the air, land and inland waters, and the products we manufacture could be implicated in lawsuits alleging environmental harm, property loss, personal injury and death. Operating helicopters and fixed-wing aircraft is similarly hazardous, particularly in Alaska where weather conditions can be severe. We have had accidents in the past demonstrating some of the hazards described above, including high pressure drilling accidents resulting in lost or damaged drilling formations, towing accidents resulting in 2 lost drilling equipment and flying accidents resulting in lost aircraft and deaths. Because of the ongoing hazards associated with our operations: - we may experience a higher number of accidents in the future than expected; - our insurance coverage may prove inadequate to cover losses that are greater than anticipated; - our insurance deductibles may increase; and - our insurance premiums may increase to the point where maintaining our current level of coverage is prohibitively expensive. Any similar events could yield future operating losses and have a significant adverse impact on our business. GOVERNMENT REGULATIONS AND ENVIRONMENTAL RISKS, WHICH REDUCE OUR BUSINESS OPPORTUNITIES AND INCREASE OUR OPERATING COSTS, MIGHT WORSEN IN THE FUTURE. Government regulations dictate design and operating criteria for drilling vessels and aircraft, determine taxation levels to which we (and our customers) are subject, control and often limit access to potential markets and impose extensive requirements concerning employee safety, environmental protection and pollution control. Environmental regulations, in particular, prohibit access to some markets and make others less economical, increase equipment and personnel costs and often impose liability without regard to negligence or fault. In addition, governmental regulations may discourage our customers' activities, reducing demand for our products and services. We may be liable for damages resulting from pollution of offshore waters and, under United States regulations, must establish financial responsibility in order to drill offshore. ANTI-TAKEOVER PROVISIONS IN OUR CERTIFICATE OF INCORPORATION, BYLAWS AND STOCKHOLDER RIGHTS AGREEMENT COULD MAKE IT DIFFICULT FOR HOLDERS OF OUR COMMON STOCK TO RECEIVE A PREMIUM FOR THEIR SHARES UPON A CHANGE OF CONTROL. Holders of the common stock of acquisition targets typically receive a premium for their shares upon a change of control. Delaware law and the following provisions, among others, of our Certificate of Incorporation, bylaws and stockholder rights agreement could have the effect of delaying or preventing a change of control and could prevent holders of our common stock from receiving such a premium: - The affirmative vote of 80% of the outstanding shares of our capital stock is required to approve business combinations that have not been approved by our board of directors. We are also subject to a provision of Delaware corporate law that prohibits us from engaging in a business combination with any interested stockholder for three years from the date that person became an interested stockholder unless specified conditions are met. - Special meetings of stockholders may not be called by anyone other than our chairman of the board, president, board of directors or the executive committee thereof. - Our board of directors is divided into three classes whose terms end in successive years, so that less than a majority of our board comes up for election at any annual meeting. - Our board of directors has the authority to issue up to 5,000,000 shares of preferred stock and to determine the voting rights and other privileges of these shares without any vote or action by our stockholders. - We have issued "poison pill" rights to purchase junior preferred stock under our stockholder rights agreement, whereby the ownership of Rowan shares by a potential acquirer can be significantly diluted by the sale at a significant discount of additional Rowan shares to all other stockholders, which could discourage unsolicited acquisition proposals. 3 WE HAVE NOT PAID DIVIDENDS AND DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE, SO OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR INVESTMENT WITHOUT SELLING THEIR SHARES. We have not paid dividends since 1986 and do not expect to pay dividends in the foreseeable future, so our stockholders will not be able to receive a return on their investments without selling their shares. We presently anticipate that all earnings, if any, will be retained for development of our business. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, future earnings, our operating and financial condition, our capital requirements and general business conditions. OUR STOCKHOLDERS COULD EXPERIENCE DILUTION IN THE VALUE OF THEIR SHARES BECAUSE OF ADDITIONAL ISSUANCES OF SHARES. Any issuance of common stock by us may result in a reduction in the book value per share or market price per share of our outstanding shares of common stock and will reduce the proportionate ownership and voting power of such shares. We have 155,000,000 authorized shares of stock, consisting of 150,000,000 shares of the common stock, and 5,000,000 shares of preferred stock. As of January 31, 2002, approximately 39% of the shares of the common stock remained unissued. The board of directors has the power to issue any and all of such shares without shareholder approval. It is likely that we will issue shares of the common stock, among other reasons, in order to raise capital to sustain operations and/or to finance future acquisitions or projects. INCORPORATION OF DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. Any information incorporated by reference is considered to be part of the prospectus. In addition, information that we file later with the SEC will automatically update and supersede the information in this prospectus. Accordingly, we incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the selling stockholders sell all their shares of common stock covered by and as provided for in this prospectus. Our SEC Commission File Number is 1-5491. - Rowan's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. - Rowan's Quarterly Reports on Form 10-Q for the three months ended March 31, 2001, June 30, 2001 and September 30, 2001. - Rowan's Proxy Statement on Schedule 14A filed with the SEC on March 19, 2001. - The description of the common stock contained in our registration statement on Form 8-A (No. 1-5491) filed with the SEC on May 13, 1993 and the description of the Preferred Stock Purchase Rights contained in our registration statement on Form 8-A/A filed with the SEC on February 12, 2002, in each case as amended. We have filed with the SEC a registration statement on Form S-3, which is made up of this prospectus and all amendments and exhibits, which are collectively referred to as the registration statement, under the Securities Act of 1933, as amended. This prospectus is only a part of the registration statement and does not contain all of the information that the registration statement contains, parts of which have been left out of the prospectus as permitted by the rules of the SEC. Accordingly, information included in this prospectus from a document contained elsewhere in the registration statement is not necessarily complete, and, in each case, the source document being referred to, whether an exhibit to this registration statement or otherwise filed with the SEC, should be consulted. The information in this prospectus is qualified in its entirety by the reference to the source document. For more information, refer to the registration statement. 4 We encourage you to read the entire prospectus and the documents to which we have referred you. In this prospectus, the words "Rowan," "registrant," "we," "our," "ours" and "us" refer to Rowan Companies, Inc. and its subsidiaries. At your request, we will provide at no cost to you, a copy of all or a part of the documents or information that is referred to above as incorporated by reference, not including any exhibits (unless the exhibits have been incorporated by reference into those documents). Your request should be directed to Rowan Companies, Inc., 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056-6127, Attention: Corporate Secretary, telephone: (713) 621-7800. CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. We and our representatives may from time to time make written or verbal forward-looking statements, including statements contained in this report and other filings with the Securities and Exchange Commission and in reports to our stockholders. All statements, other than statements of historical facts, included in this prospectus that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. These statements include, among others: - statements before, after or including the words "may," "will," "could," "should," "believe," "expect," "future," "potential," "anticipate," "intend," "plan," "estimate" or "continue" or the negative or other variations of these words; and - other statements about matters that are not historical facts. These forward-looking statements are, and will be, based on management's then current views and assumptions regarding future events. Actual results could differ materially from estimates and other forward-looking statements. Important factors that could affect us and cause materially different results are discussed under the heading "Risk Factors." WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934. The registration statement of which this prospectus forms a part and these reports, proxy statements and other information can be inspected and copied at the Public Reference Room maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the materials may also be obtained from the SEC at prescribed rates by writing to the Public Reference Room maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding us. The reports, proxy and information statements and other information about us can be downloaded from the SEC's website and can also be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, on which our common stock is traded. USE OF PROCEEDS We will not receive any proceeds from the sale of the shares offered by this prospectus. 5 SELLING STOCKHOLDERS The following table sets forth information known to us with respect to beneficial ownership of our common stock as of January 31, 2002 by the selling stockholders. Beneficial ownership is determined in accordance with the rules and regulations of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Information with respect to beneficial ownership is based on information as of January 31, 2002, on which date we had outstanding an aggregate of 93,972,065 shares of common stock. Except as indicated otherwise in the footnotes below, and subject to community property laws where applicable, we believe based on information furnished by the selling stockholders that the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The last column of the table assumes the sale of all shares offered hereby and no other purchases or sales of Rowan's common stock by the selling stockholders. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."
SHARES BENEFICIAL TOTAL COVERED OWNERSHIP BENEFICIAL BY THIS AFTER SELLING STOCKHOLDER POSITION OWNERSHIP PROSPECTUS OFFERING(4) ------------------- -------- ---------- ---------- ----------- Kevin R. Williams Family Limited Partnership(1)..... (1) 330,419 82,605 247,814 Harry Richard and Kirby Sue Williams Family Limited (2) 87,185 21,796 65,389 Partnership(2).................................... James M. Garaghty................................... (3) 21,956 5,489 16,467
--------------- (1) The sole general partner of Kevin R. Williams Family Limited Partnership is KRW Management, LLC. Kevin R. Williams is the President and sole member of KRW Management, LLC. Kevin R. Williams is currently the President and a member of the board of directors of Rowan Electric, Inc., a wholly-owned indirect subsidiary of Rowan. (2) The co-general partners of Harry Richard and Kirby Sue Williams Family Limited Partnership are Harry Richard Williams and Kirby Sue Williams, neither of whom have had any material relationship with Rowan within the past three years. (3) James M. Garaghty is currently an employee of Rowan Electric, Inc., a wholly-owned indirect subsidiary of Rowan. (4) Assumes each selling stockholder sells all of the shares. The 109,890 shares of common stock being registered pursuant to the registration statement of which this prospectus is a part represent 25 percent of the 439,560 shares of common stock we issued to the selling stockholders on January 31, 2002 in conjunction with our purchase of the assets of Oilfield-Electric-Marine, Inc. and Industrial Logic Systems, Inc., both of which are Texas corporations, which was completed on January 31, 2002. In connection with our purchase of those assets, we agreed to register the resale of 25 percent of the shares of common stock issued to the selling stockholders pursuant to that transaction. PLAN OF DISTRIBUTION We have agreed to bear some expenses of registration of the shares offered by this prospectus under federal and state securities laws. Shares of common stock covered hereby may be offered and sold from time to time by the selling stockholders. The selling stockholders will act independently of Rowan in making decisions with respect to the timing, manner and size of each sale. The selling stockholders may sell the shares being offered by this prospectus: - on the New York Stock Exchange, the Pacific Exchange -- Stock and Options, or otherwise at prices and at terms then prevailing or at prices related to the then current market price; or 6 - in private sales at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. The selling stockholders and any underwriter, dealer or agent who participate in the distribution of such shares may be deemed to be "underwriters" under the Securities Act of 1933, and any discount, commission or concession received by such persons might be deemed to be an underwriting discount or commission under the Securities Act of 1933. We have agreed to indemnify the selling stockholders against some liabilities arising under the Securities Act of 1933. Any broker-dealer participating in such transactions as agent may receive commissions from the selling stockholders and, if acting as agent for the purchaser of such shares, from such purchaser. Usual and customary brokerage fees will be paid by the selling stockholders. Broker-dealers may agree with the selling stockholders to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholders, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholders. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in transactions in the over-the-counter market, on a public stock exchange, in negotiated transactions or by a combination of such methods of sale or otherwise. These transactions would be at market prices prevailing at the time of sale or at negotiated prices. These transactions may involve crosses and block transactions and may involve sales to and through other broker-dealers, including transactions of the nature described above. In connection with such resales, the broker-dealers may pay to or receive from the purchasers of the shares commissions computed as described above. Under the rules and regulations under the Securities Exchange Act of 1934, the selling stockholders may be persons engaged in the distribution of the common stock and may not simultaneously engage in market making activities with respect to Rowan for a period of five business days prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions, rules and regulations under the Securities Exchange Act of 1934, including Regulation M, which may limit the timing of purchases and sales of shares of common stock by the selling stockholders. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against some liabilities, including liabilities arising under the Securities Act of 1933. Any commissions paid or any discounts or concessions allowed to any such broker-dealers, and any profits received on the resale of such shares, may be deemed to be underwriting discounts and commissions under the Securities Act of 1933 if any such broker-dealers purchase shares as principal. In order to comply with the securities laws of some states, if applicable, the common stock will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in some states, the common stock may not be sold unless such shares have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Rowan will keep this registration statement or a similar registration statement effective until the earlier to occur of - the date that all securities registered under this registration statement have been disposed of in accordance with the plan of disposition indicated above or - January 31, 2003 No sales may be made pursuant to this prospectus after the earlier of these two dates unless Rowan amends or supplements this prospectus to indicate that it has agreed to extend such period of effectiveness. 7 LEGAL OPINION The legal validity of the common stock offered hereby will be passed upon for Rowan by Andrews & Kurth, Mayor, Day, Caldwell & Keeton L.L.P., 600 Travis Street, Suite 4200, Houston, Texas 77002. EXPERTS The consolidated financial statements of Rowan Companies, Inc. and subsidiaries as of December 31, 2000 and 1999 and for each of the three years in the period ended December 31, 2000 incorporated in this prospectus by reference from Rowan's Annual Report on Form 10-K for the year ended December 31, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 8 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ROWAN COMPANIES, INC. 109,890 SHARES OF COMMON STOCK ------------------------- PROSPECTUS ------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The expenses in connection with the issuance and distribution of the common stock being registered are estimated as follows: Registration fee............................................ $ 168 Blue Sky fees and expenses.................................. -0- Legal fees and expenses..................................... 3,000 Accounting fees and expenses................................ 3,500 Printing and engraving expenses............................. 750 Stock exchange listing fee.................................. 815 Miscellaneous expenses...................................... 250 ------ Total............................................. $8,483 ======
All of the expenses set forth above have been or will be paid by Rowan. Any additional expenses incurred in connection with the sale of common stock offered hereby by selling stockholders will be paid by such selling stockholders. It is impracticable to estimate any such additional expenses. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Our Certificate of Incorporation and bylaws contain provisions permitted by the Delaware General Corporation Law (under which Rowan is organized) which, in general terms, provide that directors and officers will be indemnified by Rowan, to the full extent authorized or permitted by law, for all losses that may be incurred by them in connection with any claim or legal action in which they may become involved by reason of their service as a Rowan director or officer. In addition, our Certificate of Incorporation contains provisions permitted by the Delaware General Corporation Law which limit the monetary liability of Rowan directors for breaches of their fiduciary duty of care. We maintain directors' and officers' liability insurance. Subject to stated conditions, the policy insures Rowan directors and officers against liability arising out of actions taken in their official capacities. The policy will pay on behalf of the directors and officers for those losses for which they are held personally liable and not indemnified by Rowan. See also the undertakings set out in response to Item 17. ITEM 16. EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 Restated Certificate of Incorporation dated February 17, 1984, incorporated by reference to Exhibit 4.1 to Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491) and Exhibits 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 below. 4.2 Bylaws, amended as of April 27, 2001, incorporated by reference to Exhibit 3b to Form 10-Q for the fiscal quarter ended March 31, 2001 (File No. 1-5491). 4.3 Rights Agreement as amended and restated between Rowan and Citibank, N.A. as Rights Agent, incorporated by reference to Exhibit 4.1 to Registration Statement on Form 8-A/A filed on February 12, 2002 (File No. 1-5491). 4.4 Certificate of Change of Address of Registered Office and of Registered Agent dated July 25, 1984, incorporated by reference to Exhibit 4.4 to Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491).
II-1
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.5 Certificate of Amendment of Certificate of Incorporation dated April 24, 1987, incorporated by reference to Exhibit 4.5 to Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491). 4.6 Certificate of Designation of the Series A Junior Preferred Stock dated March 2, 1992, incorporated by reference to Exhibit 4.2 to Registration Statement on Form 8-A/A filed on February 12, 2002 (File No. 1-5491). 4.7 Certificate of Designation of the Series III Preferred Stock dated November 30, 1994, incorporated by reference to Exhibit 4.7 to Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491). 4.8 Certificate of Designation (and Certificate of Correction related thereto) of the Series A Preferred Stock dated August 5, 1998 and January 28, 1999, respectively, incorporated by reference to Exhibit 4.8 to Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491). 4.9 Certificate of Designation of the Series B Preferred Stock dated June 24, 1999, incorporated by reference to Exhibit 4.9 to Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491). 4.10 Certificate of Designation of the Series C Preferred Stock dated July 28, 2000, incorporated by reference to Exhibit 4.10 to Registration Statement No. 333-44874 on Form S-8 (File No. 1-5491). *4.11 Certificate of Designation of the Series D Preferred Stock dated May 22, 2001. *4.12 Certificate of Designation of the Series E Preferred Stock dated October 30, 2001. **5.1 Opinion of Andrews & Kurth, Mayor, Day, Caldwell & Keeton L.L.P., counsel for Rowan Companies, Inc. **23.1 Consent of Deloitte & Touche L.L.P. 23.2 Consent of Andrews & Kurth, Mayor, Day, Caldwell & Keeton L.L.P. (included in Exhibit 5.1). *24 Powers of Attorney. 99.1 Rowan Companies, Inc. 1998 Convertible Debenture Incentive Plan, incorporated by reference to Appendix B to the Notice of Annual Meeting of Stockholders and Proxy Statement dated March 13, 1998.
--------------- * Previously filed. ** Filed herewith. ITEM 17. UNDERTAKINGS (A) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission under Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in II-2 the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (A)(1)(a) and (A)(1)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (B) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (C) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant under the provisions set forth under ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 7, 2002. ROWAN COMPANIES, INC. (Registrant) By: /s/ E.E. THIELE ------------------------------------ E.E. Thiele, Senior Vice President -- Finance, Administration and Treasurer In accordance with the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ C. R. PALMER Chairman of the Board, President March 7, 2002 ------------------------------------------------ and Chief Executive Officer (C. R. Palmer) /s/ E. E. THIELE Principal Financial Officer March 7, 2002 ------------------------------------------------ (E. E. Thiele) /s/ WILLIAM H. WELLS Principal Accounting Officer March 7, 2002 ------------------------------------------------ (William H. Wells) /s/ HENRY O. BOSWELL* Director March 7, 2002 ------------------------------------------------ (Henry O. Boswell) /s/ HANS M. BRINKHORST* Director March 7, 2002 ------------------------------------------------ (Hans M. Brinkhorst) /s/ R. G. CROYLE* Director March 7, 2002 ------------------------------------------------ (R. G. Croyle) Director March 7, 2002 ------------------------------------------------ (William T. Fox III) /s/ FREDERICK R. LAUSEN* Director March 7, 2002 ------------------------------------------------ (Frederick R. Lausen) /s/ H. E. LENTZ* Director March 7, 2002 ------------------------------------------------ (H. E. Lentz)
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SIGNATURE TITLE DATE --------- ----- ---- /s/ D. F. MCNEASE* Director March 7, 2002 ------------------------------------------------ (D. F. McNease) /s/ LORD MOYNIHAN* Director March 7, 2002 ------------------------------------------------ (Lord Moynihan) *By: /s/ E.E. THIELE ----------------------------------------- (E.E. Thiele) Attorney-in-fact
II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 Restated Certificate of Incorporation dated February 17, 1984, incorporated by reference to Exhibit 4.1 to Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491) and Exhibits 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12 below. 4.2 Bylaws, amended as of April 27, 2001, incorporated by reference to Exhibit 3b to Form 10-Q for the fiscal quarter ended March 31, 2001 (File No. 1-5491). 4.3 Rights Agreement as amended and restated between Rowan and Citibank, N.A. as Rights Agent, incorporated by reference to Exhibit 4.1 to Registration Statement on Form 8-A/A filed on February 12, 2002 (File No. 1-5491). 4.4 Certificate of Change of Address of Registered Office and of Registered Agent dated July 25, 1984, incorporated by reference to Exhibit 4.4 to Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491). 4.5 Certificate of Amendment of Certificate of Incorporation dated April 24, 1987, incorporated by reference to Exhibit 4.5 to Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491). 4.6 Certificate of Designation of the Series A Junior Preferred Stock dated March 2, 1992, incorporated by reference to Exhibit 4.2 to Registration Statement on Form 8-A/A filed on February 12, 2002 (File No. 1-5491). 4.7 Certificate of Designation of the Series III Preferred Stock dated November 30, 1994, incorporated by reference to Exhibit 4.7 to Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491). 4.8 Certificate of Designation (and Certificate of Correction related thereto) of the Series A Preferred Stock dated August 5, 1998 and January 28, 1999, respectively, incorporated by reference to Exhibit 4.8 to Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491). 4.9 Certificate of Designation of the Series B Preferred Stock dated June 24, 1999, incorporated by reference to Exhibit 4.9 to Registration Statement No. 333-84369 on Form S-8 (File No. 1-5491). 4.10 Certificate of Designation of the Series C Preferred Stock dated July 28, 2000, incorporated by reference to Exhibit 4.10 to Registration Statement No. 333-44874 on Form S-8 (File No. 1-5491). *4.11 Certificate of Designation of the Series D Preferred Stock dated May 22, 2001. *4.12 Certificate of Designation of the Series E Preferred Stock dated October 30, 2001. **5.1 Opinion of Andrews & Kurth, Mayor, Day, Caldwell & Keeton L.L.P., counsel for Rowan Companies, Inc. **23.1 Consent of Deloitte & Touche L.L.P. 23.2 Consent of Andrews & Kurth, Mayor, Day, Caldwell & Keeton L.L.P. (included in Exhibit 5.1). *24 Powers of Attorney. 99.1 Rowan Companies, Inc. 1998 Convertible Debenture Incentive Plan, incorporated by reference to Appendix B to the Notice of Annual Meeting of Stockholders and Proxy Statement dated March 13, 1998.
--------------- * Previously filed. ** Filed herewith.