-----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, NMRL00yNEPQplopDYub/UWc7UnOGhVDuNtVH6u1OYX3que6nfRt8cbmB3l2vPBsK SrHoqaFIpd0kJpIlfHHrjQ== 0000921895-09-000536.txt : 20090220 0000921895-09-000536.hdr.sgml : 20090220 20090220171428 ACCESSION NUMBER: 0000921895-09-000536 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090220 DATE AS OF CHANGE: 20090220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROWAN COMPANIES INC CENTRAL INDEX KEY: 0000085408 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 750759420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30728 FILM NUMBER: 09625922 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/A 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/A 1 sc13da1401874122_02182009.htm sc13da1401874122_02182009.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. 14)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)
 
February 18, 2009
(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) o
  (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
 
9,878,219
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
9,878,219
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,878,219
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
PN
 
2

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) o
  (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
 
9,878,219
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
9,878,219
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,878,219
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
PN
 
3

CUSIP NO. 779382100
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
9,878,219
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
9,878,219
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,878,219
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
OO
 
4

CUSIP NO. 779382100
 
1
NAME OF REPORTING PERSON
 
WEBFINANCIAL L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
9,878,219
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
9,878,219
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,878,219
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
PN
 
5

CUSIP NO. 779382100
 
1
NAME OF REPORTING PERSON
 
WARREN G. LICHTENSTEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
9,878,219
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
9,878,219
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,878,219
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.7%
14
TYPE OF REPORTING PERSON
 
IN
 
6

CUSIP NO. 779382100
 
1
NAME OF REPORTING PERSON
 
JOHN J. QUICKE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (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
 
The following constitutes Amendment No. 14 to the Schedule 13D filed by the undersigned (“Amendment No. 14”).  This Amendment No. 14 amends the Schedule 13D as specifically set forth.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
As discussed in further detail in Amendment No. 13 to the Schedule 13D, on February 5, 2009, the Issuer and Steel Partners II entered into a letter agreement (the “Settlement Agreement”), pursuant to which, among other things, the Issuer has agreed to nominate a Steel Partners II designee for election to Class III of the Board of Directors of the Issuer at the 2009 Annual Meeting of Stockholders of the Issuer.  On February 18, 2009, the Issuer and Steel Partners II entered into a letter agreement (the “Amendment”) amending the Settlement Agreement to extend the deadline by which Steel Partners II shall notify the Issuer of the name and qualifications of the Steel Partners II designee from February 20, 2009 to March 2, 2009.  The Settlement Agreement otherwise remains in full force and effect.
 
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to its full text.  A copy of the Amendment is filed as exhibit 99.1 hereto and is incorporated herein by reference.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On February 18, 2009, Steel Partners II entered into the Amendment as discussed in further detail in Item 4.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Letter agreement between Rowan Companies, Inc. and Steel Partners II, L.P., dated February 18, 2009.
 
8

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:  February 20, 2009
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 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
 
 
 
WEBFINANCIAL 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
 
 
  /s/ Sanford Antignas
 
SANFORD ANTIGNAS
as Attorney-In-Fact for Warren G. Lichtenstein
 
 
  /s/ John J. Quicke
 
JOHN J. QUICKE

9

 
EX-99.1 2 ex991to13da1401874122_021809.htm SETTLEMENT AGREEMENT AMENDMENT ex991to13da1401874122_021809.htm
Exhibit 99.1
 
 
Rowan Companies, Inc.
2800 POST OAK BOULEVARD, SUITE 5450
HOUSTON, TEXAS  77056-6127
 
February 18, 2009

Steel Partners II, L.P.
590 Madison Avenue
32nd Floor
New York, NY 10022

Gentlemen:

           Reference is made to that certain letter agreement (the “Agreement”) dated February 5, 2009 by and between Steel Partners II, L.P. (“Steel”) and Rowan Companies, Inc. (the “Company”).  Steel has requested and the Company has agreed to extend the deadline by which Steel shall notify the Company of the name and qualifications of the Steel Designee (as defined in the Agreement) from February 20, 2009 to March 2, 2009.  In furtherance of the foregoing, the parties hereto agree that the third and fourth sentences of Section 3 of the Agreement are hereby amended and replaced with the following two sentences:

“Steel shall notify the Company of the name and qualifications of the Steel Designee by no later than March 2, 2009.  The Board shall have until March 6, 2009 to approve or reasonably reject such nominee, in which case Steel will have five business days to propose an alternative designee.”

           Except as expressly set forth herein, the Agreement remains in full force and effect.

           This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement.  One or more counterparts of this letter agreement may be delivered by telecopier or PDF electronic transmission, with the intention that they shall have the same effect as an original counterpart hereof.

 
Very truly yours,
   
 
ROWAN COMPANIES, INC.
   
   
 
By:
/s/ William H. Wells
 
Name:
William H. Wells
 
Title:
Vice President, Finance and
Chief Financial Officer


 
February 18, 2009
Steel Partners II, L.P.
Page 2

Confirmed and Agreed to as of the
date set forth above:
 
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

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