UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): March 30, 2008
ROWAN COMPANIES,
INC.
(Exact name of registrant as
specified in its charter)
|
DELAWARE
|
1-5491
|
75-0759420
|
|
(State or other
jurisdiction
|
(Commission file
Number)
|
(IRS
Employer
|
|
of
incorporation)
|
|
Identification
No.)
|
|
2800 POST OAK
BOULEVARD
|
|
|
SUITE 5450
|
|
|
HOUSTON, TEXAS
|
77056-6189
|
|
(Address of principal executive
offices)
|
(zip
code)
|
(713) 621-7800
(Registrant’s telephone number,
including area code)
Check the appropriate box below if
the Form 8-K is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 14a-12)
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240-14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240-13e-4(c))
Item
8.01 Other Events.
On
March 31, 2008, Rowan Companies, Inc. (the "Company") announced that its Board
of Directors has decided to pursue a monetization of its wholly-owned
manufacturing subsidiary, LeTourneau Technologies, Inc. ("LTI").
In
connection with such announcement, the Company and Steel Partners II, L.P.
("Steel") have entered into an agreement dated March 30, 2008 (the "Agreement"),
pursuant to which Steel has withdrawn its slate of three nominees for election
to the Company's Board of Directors at the Company's 2008 Annual Meeting of
Stockholders (the "2008 Annual Meeting") and has agreed not to engage in the
solicitation of proxies in connection with the 2008 Annual
Meeting. The Agreement also provides that if the Company does not
monetize its LTI investment by December 31, 2008, either Warren Lichtenstein or
another person designated by Steel will be added to the Company's Board of
Directors effective January 1, 2009. The Company also agreed that if
the LTI monetization is accomplished through an initial public offering of LTI's
shares or a private sale of LTI, the Company will repurchase at least $400
million of its outstanding common stock.
The
Company will reimburse Steel for its reasonable, documented, out-of-pocket
expenses incurred in connection with Steel's intended solicitation of proxies
from the Company's stockholders at the 2008 Annual Meeting of Stockholders and
the negotiation of the Agreement, in an aggregate amount not to exceed
$100,000.
The
foregoing summary of the Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Agreement,
which is attached as Exhibit 99.1, and incorporated herein by
reference. The press release is attached as Exhibit
99.2.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits
|
Exhibit
|
|
|
|
Number
|
Exhibit
Description
|
|
|
99.1
|
Agreement dated March 30, 2008, between Rowan Companies, Inc. and Steel Partners II, L.P. | |
|
99.2
|
Press release dated March 31, 2008 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ROWAN COMPANIES, INC.
By: /s/
W. H. Wells
W. H. Wells,
Vice President - Finance and Chief Financial Officer (Principal
Financial Officer)
Dated:
March 31, 2008
INDEX
TO EXHIBITS
EXHIBIT
DESCRIPTION
|
Exhibit
|
|
|
|
Number
|
Exhibit
Description
|
|
|
99.1
|
Agreement dated March 30, 2008, between Rowan Companies, Inc. and Steel Partners II, L.P. | |
|
99.2
|
Press release dated March 31, 2008 |
-2-