-----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, TbXRpT74X/XmG7148l8kV36xY6zxkEHhF3eV1wmTd2d0PQCzSaV0mIEFcogdkI0a dGjEsz9ALPbWo7DWNlo7tA== 0000950123-96-002767.txt : 19960531 0000950123-96-002767.hdr.sgml : 19960531 ACCESSION NUMBER: 0000950123-96-002767 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960530 SROS: NONE 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-08561 FILM NUMBER: 96574182 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 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 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* 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) May 20, 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 /x/. (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 12 Pages Exhibit Index: Page 11 2 SCHEDULE 13D CUSIP NO. 779382100 PAGE 2 OF 12 PAGES 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in his individual capacity, in his capacity as the sole proprietor of Soros Fund Management and in his capacity as a general partner of Lupa Family Partners) 2 Check the Appropriate Box If a Member of a Group* a. / / b. / / 3 SEC Use Only 4 Source of Funds* PF, 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 4,460,000 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 4,460,000 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,475,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented By Amount in Row (11) 5.18% 14 Type of Reporting Person* IN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Page 3 of 12 Pages ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to shares of common stock, $.125 par value (the "Shares"), of Rowan Companies, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 5450 Transco Tower, 2800 Post Oak Boulevard, Houston, Texas 77056-6196. This statement on Schedule 13D is being filed by the Reporting Person (as defined below) to report a recent acquisition of Shares as a result of which the Reporting Person may be deemed the beneficial owner of in excess of 5% of the total number of Shares outstanding. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed on behalf of Mr. George Soros (the "Reporting Person") (i) in his individual capacity, (ii) in his capacity as sole proprietor of an investment advisory firm conducting business under the name Soros Fund Management ("SFM") and (iii) in his capacity as a general partner of Lupa Family Partners ("Lupa"). This statement on Schedule 13D relates to Shares acquired for each of the accounts of the Reporting Person, Lupa, Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"), and Quasar International Partners C.V., a Netherlands Antilles limited partnership ("Quasar Partners"), the latter two of which have granted investment discretion to SFM pursuant to an investment advisory contract. Lupa is a New York limited partnership which is primarily engaged in securities investment. In his capacity as one of two general partners, the Reporting Person 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, the Reporting Person's brother, who does not normally exercise dispositive or voting 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, New York, New York 10106. SFM is a sole proprietorship of which the Reporting Person is the sole proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its sole business is to serve, pursuant to contract, as the principal investment manager to several foreign investment companies, including Quantum Partners and Quasar Partners. Quantum Partners has its principal office at Kaya Flamboyan 9, Curacao, Netherlands Antilles. Quasar Partners has its principal office at Kaya Flamboyan 9, Curacao, Netherlands Antilles. SFM's contracts (the "SFM Contracts") with each of Quantum Partners and Quasar Partners provide that SFM is responsible for designing and implementing Quantum Partners' and Quasar Partners' overall investment strategy; for conducting direct portfolio management strategies to the extent that SFM 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 Quantum Partners and Quasar Partners; and for allocating and reallocating Quantum Partners' and Quasar Partners' assets among the outside managers and itself. In connection therewith, Quasar Partners granted investment discretion to Furman Selz LLC, a Delaware limited liablity company ("Furman Selz"), pursuant to an investment advisory contract between Quasar Partners and Furman Selz (the "Furman Selz Contract"). The Shares currently held for the account of Quasar Partners were acquired at the direction of Furman Selz, and none of the Reporting Person, SFM or Quasar Partners currently exercises voting or investment discretion over the Shares held for the account of Quasar Partners. 4 Page 4 of 12 Pages Furman Selz is an investment adviser whose principal business address is 230 Park Avenue, 33rd Floor, New York, New York 10169. The principal occupation of the Reporting Person, a United States citizen, is his direction of the activities of SFM, which is carried out in his capacity as the sole proprietor of SFM at SFM's principal office. Information concerning the identity and background of the Managing Directors of SFM is set forth in Annex A hereto and incorporated by reference in response to this Item 2. Pursuant to regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), (i) the Reporting Person, by reason of his position as a general partner of Lupa, may be deemed the beneficial owner of securities, including the Shares, held by Lupa, (ii) the Reporting Person (as the sole proprietor and the person ultimately in control of SFM) 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 to exercise investment discretion with respect to such securities, and (iii) as a consequence of SFM's ability to terminate the Furman Selz Contract with respect to all investments, including the Shares, within 60 days and acquire the voting and dispositive power currently held by Furman Selz with respect to the Shares, notwithstanding that none of the Reporting Person, SFM or Quasar Partners currently exercises voting or investment discretion over the Shares held for the account of Quasar Partners, the Reporting Person (as the sole proprietor and the person ultimately in control of SFM) may be deemed to be the beneficial owner of the securities, including the Shares, held for the account of Quasar Partners. During the past five years, none of the Reporting Person, Lupa, Quantum Partners, Quasar Partners and, to the best of the Reporting Person's 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. The Reporting Person expended $2,597,869 of his personal funds to purchase the Shares which are reported herein as having been purchased for his account over the last 60 days. Lupa expended $2,597,869 of its working capital to purchase the Shares which are reported herein as having been purchased for its account over the last 60 days. Quantum Partners expended $27,654,462 of its working capital to purchase the Shares which are reported herein as having been purchased for its account over the last 60 days. Quasar Partners expended $244,141 of its working capital to purchase the Shares which are reported herein as having been purchased for its account over the last 60 days. The Shares held for the accounts of the Reporting Person, Lupa, Quantum Partners and Quasar 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. 5 Page 5 of 12 Pages ITEM 4. PURPOSE OF TRANSACTION. All of the Shares reported herein as having been acquired for the accounts of the Reporting Person, Lupa, Quantum Partners and Quasar Partners were acquired for investment purposes. Neither the Reporting Person, nor, to the best of his knowledge, any of the other individuals identified in response to Item 2, has any plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to acquire additional securities of the Issuer, to dispose of 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, market conditions or other factors. 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 4,475,500 (approximately 5.18% of the total number of Shares outstanding). This number consists of (i) 345,000 Shares held directly by the Reporting Person, (ii) 345,000 Shares held by Lupa, (iii) 3,770,000 Shares held by Quantum Partners and (iv) 15,500 Shares held by Quasar Partners. (b) (i) The Reporting Person holds the sole power to direct the voting and disposition of the 345,000 Shares he holds personally. (ii) By virtue of his position as a general partner 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. (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 3,770,000 Shares held for the account of Quantum Partners. (iv) The power to direct the disposition and voting of the Shares held by Quasar Partners is currently vested in Furman Selz pursuant to the Furman Selz Contract. SFM has the contractual authority on behalf of Quasar Partners to terminate the investment advisory contract between Furman Selz and Quasar Partners within 60 days and, as a result, the Reporting Person may be deemed to have the ability to acquire the voting and dispositive power with respect to the 15,500 Shares held for the account of Quasar Partners. (c) Except for the transactions listed in Annex B hereto, there have been no transactions with respect to the Shares since March 30, 1996 (60 days prior to the date hereof) effected for any of the accounts of the Reporting Person, Lupa, Quantum Partners or Quasar 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 ownership 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. 6 Page 6 of 12 Pages (iii) The partners of Quasar Partners have the right to participate in the receipt of dividends from, or proceeds from the sale of, Shares held by Quasar Partners in accordance with their ownership interests in Quasar Partners. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Person does not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. From time to time, the Reporting Person, Lupa, Quantum Partners and/or Quasar Partners 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. 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 Warren. 7 Page 7 of 12 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: May 29, 1996 GEORGE SOROS By: /s/ Sean C. Warren --------------------------------- Sean C. Warren Attorney-in-Fact 8 Page 8 of 12 Pages ANNEX A The following is a list of all of the persons who serve as Managing Directors of Soros Fund Management ("SFM"): Scott K. H. Bessent Walter Burlock Stanley F. Druckenmiller Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Elizabeth Larson 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, and each has a business address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106. During the past five years, none of the above-listed persons has been (i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a result of which any such persons 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 violations with respect to such laws. 9 Page 9 of 12 Pages ANNEX B RECENT TRANSACTIONS IN THE COMMON STOCK OF ROWAN COMPANIES, INC.
NATURE OF NUMBER PRICE FOR THE ACCOUNT OF DATE OF TRANSACTION TRANSACTION OF SHARES PER SHARE - ------------------ ------------------- ----------- --------- --------- George Soros 05/09/96 Purchase 16,750 13.685 05/09/96 Purchase 6,700 13.810 05/09/96 Purchase 325 13.645 05/10/96 Purchase 23,400 14.288 05/13/96 Purchase 5,025 14.560 05/13/96 Purchase 26,800 14.643 05/13/96 Purchase 3,400 14.560 05/14/96 Purchase 13,400 14.800 05/14/96 Purchase 6,700 15.060 05/15/96 Purchase 3,400 14.997 05/15/96 Purchase 1,700 14.960 05/16/96 Purchase 700 14.810 05/16/96 Purchase 2,700 14.879 05/16/96 Purchase 13,100 14.991 05/17/96 Purchase 10,100 14.768 05/17/96 Purchase 1,600 14.485 05/20/96 Purchase 3,400 14.185 05/20/96 Purchase 3,000 15.099 05/20/96 Purchase 35,000 15.252 Lupa 05/09/96 Purchase 16,750 13.685 05/09/96 Purchase 6,700 13.810 05/09/96 Purchase 325 13.645 05/10/96 Purchase 23,400 14.288 05/13/96 Purchase 5,025 14.560 05/13/96 Purchase 26,800 14.643 05/13/96 Purchase 3,400 14.560 05/14/96 Purchase 13,400 14.800 05/14/96 Purchase 6,700 15.060 05/15/96 Purchase 3,400 14.997 05/15/96 Purchase 1,700 14.960 05/16/96 Purchase 700 14.810 05/16/96 Purchase 2,700 14.879 05/16/96 Purchase 13,100 14.991 05/17/96 Purchase 10,100 14.768 05/17/96 Purchase 1,600 14.485 05/20/96 Purchase 3,400 14.185
10 Page 10 of 12 Pages
NATURE OF NUMBER PRICE FOR THE ACCOUNT OF DATE OF TRANSACTION TRANSACTION OF SHARES PER SHARE - ------------------ ------------------- ----------- ---------- --------- Lupa (cont.) 05/20/96 Purchase 3,000 15.099 05/20/96 Purchase 35,000 15.252 Quantum Partners 05/09/96 Purchase 179,000 13.685 05/09/96 Purchase 71,600 13.810 05/09/96 Purchase 3,600 13.645 05/10/96 Purchase 249,900 14.288 05/13/96 Purchase 286,400 14.643 05/13/96 Purchase 35,700 14.560 05/13/96 Purchase 55,000 14.560 05/14/96 Purchase 143,200 14.800 05/14/96 Purchase 71,600 15.060 05/15/96 Purchase 35,700 14.997 05/15/96 Purchase 88,200 14.960 05/16/96 Purchase 7,100 14.810 05/16/96 Purchase 28,600 14.879 05/16/96 Purchase 140,400 14.991 05/17/96 Purchase 108,200 14.768 05/17/96 Purchase 17,100 14.485 05/20/96 Purchase 35,700 14.185 05/20/96 Purchase 31,500 15.099 05/20/96 Purchase 299,400 15.252 Quasar Partners 05/20/96 Purchase 10,500 15.692 05/22/96 Purchase 5,000 15.875
11 Page 11 of 12 Pages INDEX OF EXHIBITS
EXHIBIT PAGE - ------- ---- A Power of Attorney dated April 16, 1996 granted by Mr. George Soros in favor of Mr. Sean Warren 12
EX-99.A 2 POWER OF ATTORNEY 1 Page 12 of 12 Pages EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of executing in my name, in my personal capacity or in my capacity as sole proprietor of Soros Fund Management 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 this 16th day of April, 1996. /s/ George Soros -------------------------- GEORGE SOROS -----END PRIVACY-ENHANCED MESSAGE-----