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ROWAN COMPANIES ADOPTS STOCKHOLDER RIGHTS PLAN

 ROWAN COMPANIES ADOPTS STOCKHOLDER RIGHTS PLAN
 HOUSTON, Feb. 25 /PRNewswire/ -- Rowan Companies, Inc. (NYSE: RDC)


(the "company") announced today that its board of directors adopted a stockholder rights plan in which one preferred stock purchase right will be created and issued for each share of common stock of the company ("common stock") held as of the close of business on March 11, 1992. The stockholder rights plan is designed to deter coercive takeover tactics and to prevent an acquirer from gaining control of the company without offering a fair price to all of the company's stockholders. The rights distributed under the plan will expire on Feb. 25, 2002, subject to earlier redemption by the board.
 Each right will entitle stockholders to buy one one-hundredth of a share of Series A junior preferred stock of the company at an exercise price of $30.00. The rights will be exercisable only upon the earlier to occur of the date that is 10 days following the public announcement that a person or group of persons has become an acquiring person or the date that is 10 days following the commencement of, or announcement of an intention to make, a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of persons of 30 percent or more of the outstanding common stock. The term "acquiring person" means any person who or which, together with all of its affiliates and associates, shall be the beneficial owner of 15 percent or more of the outstanding common stock. Until the occurrence of one of the events described above, the rights will be transferred with and only with the common stock.
 If (A) any person acquires beneficial ownership of 15 percent or more of the company's common stock, (B) an acquiring person engages in certain self-dealing transactions or, under certain circumstances, such person's beneficial ownership is increased by 1 percent or more or (C) an acquiring person engages in a merger transaction with the company in which the company is the surviving corporation and its common shares are not changed or converted, then each right not owned by such person or related parties will entitle its holder to purchase, at the right's then current exercise price, shares of the company's common stock (or, in certain circumstances, other consideration) having a value of twice the right's exercise price (this mechanism is commonly referred to as a "Flip-In Right"). In addition, if after the date of announcement that a person has become an acquiring person, the company is involved in a merger or other business combination transaction with another person in which the company is not the surviving entity or its common stock is changed or converted, or it sells 50 percent or more of its assets or earning power to another person, each right will entitle its holder to purchase, at the right's then-current exercise price, common shares of such other person having a value of twice the right's exercise price (this mechanism is commonly referred to as a "Flip-Over Right").
 The company will generally be entitled to redeem the rights in whole, but not in part, at $.01 per right, subject to adjustment (the "redemption price"), at any time until the tenth day following public announcement that a person has become an acquiring person. Immediately upon any such redemption of the rights, the right to exercise the rights will terminate and the only right of the holders of rights will be to receive the redemption price.
 Details of the stockholders rights plan are outlined in a letter that is being mailed to all stockholders.
 In addition to the adoption of the stockholder rights plan, the company's board of directors adopted an amendment to the company's bylaws to provide, in accordance with Delaware law, that special meetings of stockholders may be called only by the chairman of the board, the president, the board of directors or the executive committee of the board of directors of the company.
 Rowan Companies, Inc. is a major provider of international and domestic offshore contract drilling services to the petroleum industry. The company also provides contract and charter helicopter and fixed-wing aircraft services primarily in Alaska and the Gulf of Mexico.
 The company's stock is traded on the New York Stock Exchange and Pacific Stock Exchange.
 -0- 2/25/92
 /CONTACT: E.E. Thiele of Rowan Companies, 713-621-7800/
 (RDC) CO: Rowan Companies, Inc. ST: Texas IN: OIL SU:


AH -- NY086 -- 2583 02/25/92 18:37 EST
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Copyright 1992 Gale, Cengage Learning. All rights reserved.

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Publication:PR Newswire
Date:Feb 25, 1992
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