-----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, PE5QLYWqwktt0wxhSRaxWMOJl53hnyr83H2z7ObhhtulK2/Mhuw1A7bioeYR8+4C DaFpYAyOMAti2KTgTqR9cw== 0000921895-08-000096.txt : 20080109 0000921895-08-000096.hdr.sgml : 20080109 20080109110119 ACCESSION NUMBER: 0000921895-08-000096 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080109 DATE AS OF CHANGE: 20080109 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: 1129 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-30728 FILM NUMBER: 08519623 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BLVD. STREET 2: SUITE 5450 CITY: HOUSTON STATE: TX ZIP: 77056-6127 BUSINESS PHONE: 7136217800 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD STREET 2: SUITE 5450 CITY: HOUSTON STATE: TX ZIP: 77056-6127 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO INC DATE OF NAME CHANGE: 19711110 FORMER COMPANY: FORMER CONFORMED NAME: ROWAN DRILLING CO DATE OF NAME CHANGE: 19671112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 SC 13D 1 sc13da501874122_01082007.htm sc13da501874122_01082007.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 5)1


Rowan Companies, Inc.
(Name of Issuer)

Common Stock, par value $0.125
(Title of Class of Securities)

779382100
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 8, 2007
(Date of Event Which Requires Filing of This Statement)

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

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


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

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


CUSIP NO. 779382100
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
10,088,169 (1)
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
10,088,169 (1)
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,088,169 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
PN
 
(1) Includes 134,300 Shares underlying short put options and 100,000 Shares underlying call options.
2

CUSIP NO. 779382100
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS II GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
10,088,169 (1)
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
10,088,169 (1)
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,088,169 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
OO
 
(1) Includes 134,300 Shares underlying short put options and 100,000 Shares underlying call options.
 
3

CUSIP NO. 779382100
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS II MASTER FUND L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
10,088,169 (1)
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
10,088,169 (1)
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,088,169 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
PN
 
(1) Includes 134,300 Shares underlying short put options and 100,000 Shares underlying call options.
 
4

CUSIP NO. 779382100
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
10,088,169 (1)
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
10,088,169 (1)
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,088,169 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
OO
 
(1) Includes 134,300 Shares underlying short put options and 100,000 Shares underlying call options.
 
5

CUSIP NO. 779382100
 
1
NAME OF REPORTING PERSON
 
WARREN G. LICHTENSTEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
10,088,169 (1)
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
10,088,169 (1)
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,088,169 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
IN
 
(1) Includes 134,300 Shares underlying short put options and 100,000 Shares underlying call options.
6

CUSIP NO. 779382100
 
1
NAME OF REPORTING PERSON
 
JOHN J. QUICKE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 - *
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 - *
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 - *
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0% *
14
TYPE OF REPORTING PERSON
 
IN
 
* See Item 5.
 
7

CUSIP NO. 779382100
 
1
NAME OF REPORTING PERSON
 
ROBERT H. KANNER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 - *
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 - *
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 - *
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0% *
14
TYPE OF REPORTING PERSON
 
IN
 
* See Item 5.
8

CUSIP NO. 779382100
 
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”).  This Amendment No. 5 amends the Schedule 13D as specifically set forth.
 
Item 2.
Identity and Background.
 
 
Item 2 is hereby amended and restated to read as follows:
 
(a)           This statement is filed by Steel Partners II, L.P., a Delaware limited partnership (“Steel Partners II”), Steel Partners II GP LLC, a Delaware limited liability company (“Steel GP LLC”), Steel Partners II Master Fund L.P., a Cayman Islands exempted limited partnership (“Steel Master”), Steel Partners LLC, a Delaware limited liability company (“Partners LLC”), Warren G. Lichtenstein, John J. Quicke and Robert H. Kanner.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
Steel Master is the sole limited partner of Steel Partners II.  Steel GP LLC is the general partner of Steel Partners II and Steel Master.  Partners LLC is the investment manager of Steel Partners II and Steel Master.  Warren G. Lichtenstein is the manager of Partners LLC and the managing member of Steel GP LLC.  By virtue of these relationships, each of Steel GP LLC, Steel Master, Partners LLC and Mr. Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.
 
(b)           The principal business address of each of Steel Partners II, Steel GP LLC, Partners LLC, Warren G. Lichtenstein and John J. Quicke is 590 Madison Avenue, 32nd Floor, New York, New York 10022.  The principal business address of Steel Master is c/o Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.  The principal business address of Robert H. Kanner is c/o Pubco Corporation, 3830 Kelley Avenue, Cleveland, Ohio 44114.
 
(c)           The principal business of Steel Partners II, Steel Master and Warren G. Lichtenstein is investing in securities.  The principal business of Steel GP LLC is serving as the general partner of Steel Partners II and Steel Master.  The principal business of Partners LLC is serving as the investment manager of Steel Partners II and Steel Master.
 
The principal occupation of John J. Quicke is serving as Operating Partner of Steel Partners Ltd., a management and advisory company that provides management services to Steel Partners II and its affiliates, and as a Managing Director of Partners LLC.
 
The principal occupation of Robert H. Kanner is serving as Chairman of the Board, President and Chief Executive Officer of Pubco Corporation, a privately-held corporation.
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
 

9

CUSIP NO. 779382100

(f)           Warren G. Lichtenstein, John J. Quicke and Robert H. Kanner are citizens of the United States of America.
 
Item 4.
Purpose of Transaction.
 
 
Item 4 is hereby amended to add the following:
 
On January 8, 2008, Steel Partners II delivered a letter to the Issuer nominating Warren G. Lichtenstein, John J. Quicke and Robert H. Kanner (collectively, the “Nominees”), as set forth therein, for election to the Issuer’s Board of Directors at the Issuer’s 2008 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).  A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 5.
Interest in Securities of the Issuer.
 
 
Items 5(a)-(c) are hereby amended to add the following:
 
John J. Quicke and Robert H. Kanner do not currently own any Shares directly nor have they entered into any transactions in the Shares during the past 60 days.  Each of John J. Quicke and Robert H. Kanner, by virtue of his status as a director nominee of Steel Partners II, may be deemed to beneficially own the Shares owned by Steel Partners II.  John J. Quicke and Robert H. Kanner each disclaim beneficial ownership of such Shares.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
 
Item 6 is hereby amended to add the following:
 
On January 9, 2008, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the parties agreed to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Steel Partners II, to the Issuer’s Board of Directors at the Annual Meeting (the “Solicitation”), and (c) Steel Partners II agreed to bear all expenses incurred in connection with the Reporting Persons’ activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations.  A copy of the Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Pursuant to letter agreements, Steel Partners II has agreed to indemnify John J. Quicke and Robert H. Kanner against claims arising from the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting.  The form of indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7.
Material to be Filed as Exhibits.
 
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Letter from Steel Partners II, L.P. to Rowan Companies, Inc., dated January 8, 2008, nominating directors.
 

10

CUSIP NO. 779382100

 
99.2
Joint Filing and Solicitation Agreement by and among Steel Partners II, L.P., Steel Partners II GP LLC, Steel Partners II Master Fund L.P., Steel Partners LLC, Warren G. Lichtenstein, John J. Quicke and Robert H. Kanner, dated January 9, 2008.
     
   99.3
Form of Indemnification Letter Agreement.
 
 

11

CUSIP NO. 779382100

SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:    January 9, 2008
STEEL PARTNERS II, L.P.
   
 
By:
Steel Partners II GP LLC
General Partner
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
STEEL PARTNERS II GP LLC
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
STEEL PARTNERS II MASTER FUND L.P.
   
 
By:
Steel Partners II GP LLC
General Partner
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


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


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


 
/s/ John J. Quicke
 
JOHN J. QUICKE

 
/s/ Robert H. Kanner
 
ROBERT H. KANNER
 
 
12
EX-99.1 2 ex991to13da501874122_010807.htm ex991to13da501874122_010807.htm
Exhibit 99.1

 
STEEL PARTNERS II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
 
January 8, 2008
 
VIA FACSIMILE AND FEDERAL EXPRESS
 
Rowan Companies, Inc.
2800 Post Oak Boulevard
Suite 5450
Houston, Texas 77056
Attention: Corporate Secretary
 
 
Re:
Notice of Intention to Nominate Individuals for Election as Directors at the 2008 Annual Meeting of Stockholders of Rowan Companies, Inc.
 
Dear Sir or Madam:
 
This letter shall serve to satisfy the advance notice requirements of Article III, Section 1 of the Bylaws, as amended (the “Bylaws”), of Rowan Companies, Inc. (“Rowan” or the “Company”) as to the nomination by Steel Partners II, L.P., a Delaware limited partnership (“Steel Partners II” or the “Nominating Stockholder”), of three (3) nominees for election to the Board of Directors of Rowan (the “Board”) at the 2008 annual meeting of stockholders of Rowan, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).  Steel Partners II was surprised and disappointed to learn that Rowan recently amended the Bylaws to restrict the rights of stockholders to nominate and re-elect directors which, among other things, effectively advanced the deadline for stockholders to submit nominations for the election of directors at the Annual Meeting to January 9, 2008.  Steel Partners II has also submitted a Notification and Report Form pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), to seek HSR approval to purchase additional shares of common stock of Rowan.
 
This letter and the Exhibits attached hereto are collectively referred to as the “Notice.”  Steel Partners II is the beneficial owner of 10,088,169 shares of common stock, $.125 par value (the “Common Stock”), of Rowan, 1,000 shares of which are held of record by Steel Partners II.  Through this Notice, Steel Partners II hereby nominates and notifies you of its intent to nominate Warren G. Lichtenstein, John J. Quicke and Robert H. Kanner as nominees (the “Nominees”) to be elected to the Board at the Annual Meeting.  Steel Partners II believes that the terms of the three (3) Class II directors currently serving on the Board expire at the Annual Meeting.  To the extent there are in excess of three (3) vacancies on the Board to be filled by election at the Annual Meeting or Rowan increases the size of the Board above its existing size, Steel Partners II reserves the right to nominate additional nominees to be elected to the Board at the Annual Meeting.  Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Steel Partners II that any attempt to increase the size of the current Board or to reconstitute or reconfigure the classes on which the current directors serve constitutes an unlawful manipulation of Rowan’s corporate machinery.  If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Steel Partners II.
 


 
Steel Partners II believes the market does not recognize Rowan’s value primarily as a result of Rowan being valued with a conglomerate discount because it operates both a contract drilling services business and a significant manufacturing company.  If elected, the Nominees would attempt to work with the Board and management to explore ways to eliminate the Company’s undervaluation in the market.
 
The information concerning Steel Partners II and the Nominees required by Article III, Section 1 of the Bylaws is set forth below:
 
(i)
Name and address of the Nominating Stockholder and of the Nominees:
 
Name
Address
   
Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
   
Warren G. Lichtensten
c/o Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
   
John J. Quicke
c/o Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
   
Robert H. Kanner
c/o Pubco Corporation
3830 Kelley Avenue
Cleveland, Ohio 44114

(ii)
Representation that the Nominating Stockholder is a holder of record of stock of Rowan, is entitled to vote at the Annual Meeting and intends to appear in person or by proxy at the Annual Meeting to nominate the Nominees.
 
 
Steel Partners II hereby represents that it is the beneficial owner of 10,088,169 shares of Common Stock (includes 134,300 shares of Common Stock underlying short put options and 100,000 shares of Common Stock underlying call options) and that it holds 1,000 shares of Common Stock in record name. Steel Partners II further represents that it is currently entitled to vote at the Annual Meeting and will appear in person or by proxy at the Annual Meeting to nominate the Nominees. Aside from the nominations, Steel Partners II does not intend to propose any other business for consideration at the Annual Meeting.
 


 
(iii)
Representation that the Nominating Stockholder intends or is part of a group that intends to deliver a proxy statement and form of proxy to holders of at least the percentage of Rowan’s outstanding capital stock required to elect the Nominees and otherwise solicit proxies from stockholders in support of such nomination.
 
 
Steel Partners II hereby represents that it is part of a group that intends to deliver a proxy statement and form of proxy to holders of at least the percentage of Rowan’s outstanding capital stock required to elect the Nominees and that it intends to solicit proxies from stockholders in support of such nomination.
 
(iv)
Such other information concerning each of the Nominees as would be required under the Securities and Exchange Commission in a proxy statement soliciting proxies for the election of the Nominees and in a Schedule 14A (or other comparable required filing then in effect) under the Securities Exchange Act of 1934, as amended, and such Nominee’s written consent to being named in the proxy statement as a nominee and to serve as a director if elected:
 
 
Warren G. Lichtenstein (age 42) has been the Chairman of the Board, Secretary and the Managing Member of Steel Partners II GP LLC (“Steel Partners GP”), the general partner of Steel Partners II, a private investment partnership, since January 1, 1996 and the President, Chief Executive Officer and a director of Steel Partners, Ltd. (“SPL”), a management and advisory company that provides management services to Steel Partners II and its affiliates, since June 1999. He has also been the Manager of Steel Partners LLC (“Partners LLC”), the investment manager of Steel Partners II, since December 2007. He is also a Co-Founder of Steel Partners Japan Strategic Fund (Offshore), L.P., a private investment partnership investing in Japan, and Steel Partners China Access I LP, a private equity partnership investing in China. Mr. Lichtenstein has been the Chairman of the Board, President and Chief Executive Officer of SP Acquisition Holdings, Inc., a company formed for the purpose of acquiring one or more businesses or assets, since February 2007. He was a director of United Industrial Corporation, a company principally focused on the design, production and support of defense systems, from May 2001 until November 2007. Mr. Lichtenstein has been a director (currently Chairman of the Board) of SL Industries, Inc., a designer and manufacturer of power electronics, power motion equipment, power protection equipment, and teleprotection and specialized communication equipment, since January 2002 and served as Chief Executive Officer from February 2002 to August 2005. He has been Chairman of the Board of WHX Corporation (“WHX”), a holding company, since July 2005. Mr. Lichtenstein has been a director of KT&G Corporation, South Korea’s largest tobacco company, since March 2006. He served as a director of WebFinancial Corporation, which through its operating subsidiaries, operates niche banking markets, from 1996 to June 2005, as Chairman and Chief Executive Officer from December 1997 to June 2005 and as President from December 1997 to December 2003. The business address of Mr. Lichtenstein is c/o Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor, New York, New York 10022. By virtue of his positions with Steel Partners GP and Partners LLC, Mr. Lichtenstein may be deemed to be the beneficial owner of the Common Stock beneficially owned by Steel Partners II. For information regarding purchases and sales during the past two years by Steel Partners II of securities of Rowan that may be deemed to be beneficially owned by Mr. Lichtenstein, see Exhibit A.
 


 
 
John J. Quicke (age 58) has served as an Operating Partner of SPL since September 2005 and as a Managing Director of Partners LLC since December 2007. Mr. Quicke has served as Chairman of the Board of NOVT Corporation (“NOVT”), a former developer of advanced medical treatments for coronary and vascular disease, since April 2006 and served as President and Chief Executive Officer of NOVT from April 2006 to November 2006. He has served as a director of WHX since July 2005, as a Vice President since October 2005 and as President and Chief Executive Officer of its Bairnco Corporation subsidiary since April 2007. Mr. Quicke currently serves as a director of Angelica Corporation, a leading provider of healthcare linen management services, and as a director of Adaptec, Inc. a storage solutions provider. He served as a director, President and Chief Operating Officer of Sequa Corporation (“Sequa”), a diversified industrial company, from 1993 to March 2004, and Vice Chairman and Executive Officer of Sequa from March 2004 to March 2005. As Vice Chairman and Executive Officer of Sequa, Mr. Quicke was responsible for the Automotive, Metal Coating, Specialty Chemicals, Industrial Machinery and Other Product operating segments of the company. From October 2006 to June 2007, he also served as a director of Layne Christensen Company, a provider of products and services for the water, mineral, construction and energy markets. From March 2005 to August 2005, Mr. Quicke occasionally served as a consultant to Steel Partners II and explored other business opportunities. The business address of Mr. Quicke is c/o Steel Partners II, L.P., 590 Madison Avenue, 32nd Floor, New York, New York 10022. Mr. Quicke does not directly own any shares of Common Stock of Rowan. Mr. Quicke, as a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, may be deemed to be a beneficial owner of the 10,088,169 shares of Common Stock beneficially owned by Steel Partners II. Mr. Quicke disclaims beneficial ownership of such Shares that he does not directly own. For information regarding purchases and sales during the past two years by Steel Partners II of securities of Rowan that may be deemed to be beneficially owned by Mr. Quicke, see Exhibit A.
 
   
 
 Robert H. Kanner (age 60) has served as the Chairman of the Board, President and Chief Executive Officer of Pubco Corporation, a privately-held corporation (“Pubco”), since 1983. Through its subsidiaries, Pubco manufactures and markets pressure sensitive labels, thermal transfer ribbons, label printers, typewriters and related supplies and distributes attachments and other products for the construction and related industries. Pubco has an investment subsidiary that primarily invests in energy and natural resource securities. Since 2002, Mr.


 
 
Kanner has served as a director of Beverly Hills Bancorp Inc., a financial holding company that conducts banking and lending operations in southern California and surrounding states. Since 2005, Mr. Kanner has served as a director of Oglebay Norton Company, a provider of industrial minerals and aggregates to a broad range of markets, from building materials and environmental remediation to energy and industrial applications. In November 2007, the shareholders of Oglebay Norton Company approved a merger with Carmeuse North America, a wholly-owned subsidiary of Carmeuse Group. Mr. Kanner also currently serves as Vice Chairman of the Advisory Board of the Association for the Study of Peak Oil & Gas-USA. The business address of Mr. Kanner is c/o Pubco Corporation, 3830 Kelley Avenue, Cleveland, Ohio 44114. Mr. Kanner does not directly own any shares of Common Stock of Rowan. Mr. Kanner, as a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, may be deemed to be a beneficial owner of the 10,088,169 shares of Common Stock beneficially owned by Steel Partners II. Mr. Kanner disclaims beneficial ownership of such Shares that he does not directly own. For information regarding purchases and sales during the past two years by Steel Partners II of securities of Rowan that may be deemed to be beneficially owned by Mr. Kanner, see Exhibit A.
   
 
Steel Partners II, Partners LLC, Steel Partners GP, Steel Partners II Master Fund L.P., Warren G. Lichtenstein, John J. Quicke and Robert H. Kanner (collectively, the “Group”) intend to enter into a Joint Filing and Solicitation Agreement in connection with the Annual Meeting.
   
   Steel Partners II has executed or intends to execute letter agreements pursuant to which Steel Partners II agrees to indemnify the Nominees against claims arising from the Solicitation and any related transactions.
   
   Each of the Nominees has consented to be named as a nominee in any proxy statement filed by Steel Partners II in connection with the solicitation of proxies for the election of the Nominees to the Board and to serve as a director of Rowan, if so elected. Such consents are attached hereto as Exhibit B.
   
   Except as set forth in this Notice (including the Exhibits attached hereto), (i) during the past 10 years, no Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Nominee directly or indirectly beneficially owns any securities of Rowan; (iii) no Nominee owns any securities of Rowan which are owned of record but not beneficially; (iv) no Nominee has purchased or sold any securities of Rowan during the past two years; (v) no part of the purchase price or market value of the securities of Rowan owned by any Nominee is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Nominee is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of Rowan, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or


 
 
withholding of proxies; (vii) no associate of any Nominee owns beneficially, directly or indirectly, any securities of Rowan; (viii) no Nominee owns beneficially, directly or indirectly, any securities of any parent or subsidiary of Rowan; (ix) no Nominee or any of his associates was a party to any transaction, or series of similar transactions, since the beginning of Rowan’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which Rowan or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; and (x) no Nominee or any of his associates has any arrangement or understanding with any person with respect to any future employment by Rowan or its affiliates, or with respect to any future transactions to which Rowan or any of its affiliates will or may be a party.
   
 
Other than as stated herein, there are no arrangements or understandings between Steel Partners II and each Nominee or any other person or persons pursuant to which the nominations described herein are to be made. Reference is made to the Schedule 13D relating to the securities of Rowan, as amended, filed and to be filed with the Securities and Exchange Commission by Steel Partners II and certain members of the Group, as the case may be, for additional information regarding Steel Partners II and the members of the Group.



Please address any correspondence to Steel Partners II, L.P., Attention: Warren Lichtenstein, telephone (212) 520-2300, facsimile (212) 520-2301 (with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222 and Ron Berenblat, Esq., telephone (212) 451-2296, facsimile (212) 451-2222).  The giving of this Notice is not an admission that any procedures for notice concerning the nomination of directors to the Board are legal, valid or binding, and Steel Partners II reserves the right to challenge their validity.
 
 
Very truly yours,
   
 
STEEL PARTNERS II, L.P.
   
 
By:
Steel Partners II GP LLC
General Partner
     
     
 
By:
/s/ Warren G. Lichtenstein
 
Name:
Warren G. Lichtenstein
 
Title:
Managing Member




EXHIBIT A
 
TRANSACTIONS IN SECURITIES OF ROWAN
DURING THE PAST TWO YEARS
 
Class of Security
Quantity
Price Per Unit ($)
Date of Transaction
 
Steel Partners II, L.P.
Common Stock
100,000
 
32.6826
 
04/02/2007
Common Stock
100,000
 
33.7777
 
04/05/2007
Common Stock
200,000
 
34.0044
 
04/09/2007
Common Stock
200,000
 
34.1478
 
04/11/2007
Common Stock
15,500
 
33.9612
 
04/12/2007
Common Stock
20,200
 
35.0000
 
04/13/2007
Common Stock
200,000
 
35.1551
 
04/16/2007
Common Stock
200,000
 
35.1556
 
04/17/2007
Common Stock
40,000
 
34.3407
 
04/18/2007
Common Stock
100,000
 
34.4196
 
04/19/2007
Common Stock
106,200
 
35.2456
 
04/24/2007
Common Stock
148,189
 
36.8836
 
04/26/2007
Common Stock
200,000
 
36.7850
 
04/26/2007
Common Stock
50,000
 
36.8897
 
04/27/2007
Common Stock
100,000
 
36.6434
 
04/27/2007
Common Stock
100,000
 
37.1466
 
04/30/2007
Common Stock
200,000
 
37.0475
 
04/30/2007
Common Stock
1,177,606
 
36.8196
 
05/01/2007
Short Put Option
($30.00 Strike Price)
(743)*
 
1.0107
 
05/02/2007
Common Stock
19,206
 
37.3878
 
05/03/2007
Common Stock
1,200,000
 
38.7531
 
05/04/2007
Common Stock
100,000
 
38.7499
 
05/07/2007
Common Stock
200,000
 
38.6605
 
05/07/2007
Call Option
($35.00 Strike Price)
1,000*
 
5.6757
 
05/08/2007
Common Stock
93,610
 
37.8986
 
05/17/2007
 

 
Class of Security
Quantity
Price Per Unit ($)
Date of Transaction
Common Stock
300,000
 
39.4218
 
05/31/2007
Common Stock
100,000
 
39.3629
 
06/01/2007
Common Stock
4,200
 
39.3983
 
06/04/2007
Common Stock
100,000
 
39.6267
 
06/06/2007
Common Stock
200
 
39.2000
 
06/06/2007
Common Stock
39,800
 
39.1945
 
06/07/2007
Common Stock
200,000
 
39.7207
 
06/26/2007
Common Stock
200,000
 
39.6827
 
06/26/2007
Common Stock
134,500
 
39.7360
 
06/26/2007
Common Stock
172,616
 
39.5169
 
06/27/2007
Common Stock
240,700
 
45.8297
 
07/23/2007
Common Stock
200,000
 
45.7430
 
07/23/2007
Common Stock
100,000
 
45.3742
 
07/24/2007
Common Stock
100,000
 
45.4435
 
07/24/2007
Common Stock
100,000
 
45.3247
 
07/24/2007
Common Stock
100,000
 
44.9590
 
07/24/2007
Common Stock
100,000
 
45.2649
 
07/24/2007
Common Stock
19,281
 
35.3881
 
08/16/2007
Common Stock
200,000
 
35.3226
 
08/16/2007
Common Stock
91,771
 
37.6696
 
08/24/2007
Common Stock
152,300
 
37.0099
 
08/28/2007
Common Stock
136,110
 
36.6110
 
09/26/2007
Common Stock
200,000
 
36.8137
 
09/26/2007
Common Stock
400,000
 
37.4200
 
09/28/2007
Common Stock
89,716
 
36.8844
 
10/01/2007
Common Stock
22,675
 
36.9912
 
10/03/2007
Common Stock
10,000
 
37.9986
 
10/05/2007
Common Stock
35,000
 
37.5723
 
10/08/2007
Short Put Option
($37.50 Strike Price)
(1,000)*
 
1.3350
 
11/12/2007
 
 

 
Class of Security
Quantity
Price Per Unit ($)
Date of Transaction
Common Stock
132,308
 
35.7999
 
11/13/2007
Short Put Option
 ($35.00 Strike Price)
(237)*
 
1.5500
 
11/13/2007
Common Stock
100,000
 
37.2499
 
11/14/2007
Common Stock
4,318
 
36.9389
 
11/14/2007
Common Stock
8,565
 
35.7595
 
11/15/2007
Short Put Option
($32.50 Strike Price)
(600)*
 
1.0849
 
11/15/2007
Common Stock
100,000
 
36.2150
 
11/16/2007
Covered Short Put Option
($37.50 Strike Price)
1,000*
 
1.3050
 
11/16/2007
Common Stock
100,000
 
35.2511
 
12/04/2007
Common Stock
100,000
 
35.4747
 
12/04/2007
Common Stock
68,193
 
35.3904
 
12/04/2007
Common Stock
59,000
 
36.0392
 
12/05/2007
Common Stock
100,000
 
36.0893
 
12/05/2007
Common Stock
26,417
 
36.5487
 
12/06/2007
Common Stock
100,000
 
37.4629
 
12/07/2007
Common Stock
100,000
 
37.3209
 
12/07/2007
Common Stock
200,000
 
37.9113
 
12/10/2007
Common Stock
50,000
 
37.4211
 
12/11/2007
Common Stock
67,100
 
37.9547
 
12/11/2007
Common Stock
18,588
 
36.9996
 
12/11/2007
Common Stock
100,000
 
37.9878
 
12/14/2007
 
* Each short put option and call option is for 100 shares of the underlying Common Stock.

Steel Partners II GP LLC

NONE

Steel Partners LLC

NONE

Steel Partners II Master Fund L.P.

NONE



Warren G. Lichtenstein

NONE

John J. Quicke

NONE

Robert H. Kanner

NONE





EXHIBIT B
 
NOMINEE CONSENTS
 



WARREN G. LICHTENSTEIN
c/o Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
December 21, 2007
 
Rowan Companies, Inc.
2800 Post Oak Boulevard
Suite 5450
Houston, Texas 77056
Attention: Corporate Secretary
 
Dear Sir:
 
You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Steel Partners II, L.P. (“Steel”) of its intention to nominate the undersigned as a director of Rowan Companies Inc. (“Rowan”) at the 2008 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”), (ii) being named as a nominee in any proxy statement filed by Steel in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a director of Rowan if elected at the Annual Meeting.
 
Very truly yours,
 
 
/s/ Warren G. Lichtenstein
 
Warren G. Lichtenstein
 



JOHN J. QUICKE
c/o Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
December 21, 2007
 
Rowan Companies, Inc.
2800 Post Oak Boulevard
Suite 5450
Houston, Texas 77056
Attention: Corporate Secretary
 
Dear Sir:
 
You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Steel Partners II, L.P. (“Steel”) of its intention to nominate the undersigned as a director of Rowan Companies Inc. (“Rowan”) at the 2008 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”), (ii) being named as a nominee in any proxy statement filed by Steel in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a director of Rowan if elected at the Annual Meeting.
 
Very truly yours,
 
 
/s/ John J. Quicke
 
John J. Quicke



ROBERT H. KANNER
2612 Fairmount Boulevard
Cleveland Heights, Ohio 44106
 
December 21, 2007
 
Rowan Companies, Inc.
2800 Post Oak Boulevard
Suite 5450
Houston, Texas 77056
Attention: Corporate Secretary
 
Dear Sir:
 
You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Steel Partners II, L.P. (“Steel”) of its intention to nominate the undersigned as a director of Rowan Companies Inc. (“Rowan”) at the 2008 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”), (ii) being named as a nominee in any proxy statement filed by Steel in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a director of Rowan if elected at the Annual Meeting.
 
 
Very truly yours,
 
 
/s/ Robert H. Kanner
 
Robert H. Kanner
 

EX-99.2 3 ex992to13da501874122_010807.htm ex992to13da501874122_010807.htm
Exhibit 99.2
 
 
JOINT FILING AND SOLICITATION AGREEMENT
 
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Rowan Companies, Inc., a Delaware corporation (“Rowan”);
 
WHEREAS, Steel Partners II, L.P., a Delaware limited partnership (“Steel”), Steel Partners II GP LLC, a Delaware limited liability company, Steel Partners II Master Fund L.P., a Cayman Islands exempted limited partnership, Steel Partners LLC, a Delaware limited liability company, Warren G. Lichtenstein, John J. Quicke and Robert H. Kanner wish to form a group for the purpose of soliciting written consents or proxies to elect Warren G. Lichtenstein, John J. Quicke and Robert H. Kanner, or any other person designated by the undersigned, as directors of Rowan and taking all other action necessary or advisable to achieve the foregoing.
 
NOW, IT IS AGREED, this 9th day of January 2008 by the parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of Rowan.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
 
2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of Rowan; or (ii) any securities of Rowan over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.
 
3.           Each of the undersigned agrees to solicit written consents or proxies to elect Warren G. Lichtenstein, John J. Quicke and Robert H. Kanner or any other person designated by the Group as directors of Rowan and to take all other action necessary or advisable to achieve the foregoing (the “Solicitation”).
 
4.           Steel agrees to bear all expenses incurred in connection with the Group’s activities, including expenses incurred by any of the parties in the Solicitation.  Notwithstanding  the foregoing, Steel shall not be required to reimburse any party for (i) out-of-pocket expenses  incurred by a party in the aggregate in excess of $250 without Steel’s prior written approval; (ii) the value of the time of any party; (iii) legal fees incurred without Steel’s prior written approval;  or (iv) the costs of any counsel, other than Olshan, employed in connection with any pending or  threatened litigation without Steel’s prior written approval.
 
5.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of Rowan, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
 
6.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, which may be sufficiently evidenced by one counterpart.
 



7.           In the event of any dispute arising out of the provisions of this Agreement, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
 
8.           Any party hereto may terminate his obligations under this Agreement at any time on 24 hours’ written notice to all other parties, with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.
 
9.           Each party acknowledges that Olshan shall act as counsel for both the Group and Steel.
 



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
 
 
Dated:    January 9, 2008
STEEL PARTNERS II, L.P.
   
 
By:
Steel Partners II GP LLC
General Partner
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
STEEL PARTNERS II GP LLC
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
STEEL PARTNERS II MASTER FUND L.P.
   
 
By:
Steel Partners II GP LLC
General Partner
   
 
By:
/s/ Sanford Antignas
   
Sanford Antignas
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


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


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


 
/s/ John J. Quicke
 
JOHN J. QUICKE

 
/s/ Robert H. Kanner
 
ROBERT H. KANNER
EX-99.3 4 ex993to13da501874122_010807.htm ex993to13da501874122_010807.htm
Exhibit 99.3
 
 
STEEL PARTNERS II, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022

January __, 2008
 
_____________________
_____________________
_____________________


Re:           Rowan Companies, Inc.
 
Dear ________:
 
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Rowan Companies, Inc. (“Rowan”) in connection with the proxy solicitation that Steel Partners II, L.P. (“Steel”) and its affiliates are considering undertaking to nominate and elect directors at Rowan’s 2008 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Steel Solicitation”).  Your outstanding qualifications, we believe, will prove a valuable asset to Rowan and all of its stockholders.  This letter will set forth the terms of our agreement.
 
Steel agrees to indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Steel Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your own criminal actions, fraud, bad faith or willful misconduct; provided further, that this indemnification agreement and all of Steel’s obligations hereunder shall terminate upon your becoming a director of Rowan.  This indemnification will include any and all (each, a “Loss”) losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Steel Solicitation and any related transactions.
 
In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Steel written notice of such claim or Loss.  Upon receipt of such written notice, Steel will provide you with counsel to represent you.  Such counsel shall be reasonably acceptable to you.  In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.  Steel may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.
 

Page -2-
 
 
If you agree to the foregoing terms, please sign below to indicate your acceptance.
 
   Very truly yours,  
     
 
STEEL PARTNERS II, L.P.
 
       
  By:   Steel Partners II GP LLC  
     General Partner  
       
 
By:
/s/ Warren G. Lichtenstein  
    Name: Warren G. Lichtenstein   
    Title: Managing Member   
       
 
 
ACCEPTED AND AGREED:
 
___________________________
 

 

 
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