Steel
Partners II, L.P. (“Steel”), together with the persons and entities named on the
cover of this Schedule 14A, is filing materials contained herein with the
Securities and Exchange Commission (“SEC”) in connection with the 2008 annual
meeting of stockholders (the “Annual Meeting”) of Rowan Companies, Inc.
(“Rowan”). Steel intends to file a preliminary proxy statement with
the SEC with respect to the solicitation of proxies to elect three director
nominees at the Annual Meeting.
Item
1. On January 8, 2008, Steel issued the following press
release:
For
Immediate Release
STEEL
PARTNERS DISCLOSES NOMINATION OF THREE HIGHLY QUALIFIED DIRECTOR CANDIDATES
FOR
ELECTION TO THE ROWAN COMPANIES BOARD AT THE 2008 ANNUAL
MEETING
Believes
Company is Significantly Undervalued; Surprised by Recent Bylaw Amendment
That
Advanced Deadline for Director Nominations
NEW
YORK, NY – JANUARY 8, 2008 - Steel Partners II, L.P. (“Steel Partners”)
announced today that it has nominated a slate of three director nominees
for
election to the Board of Directors of Rowan Companies, Inc. (“Rowan” or the
“Company”) (NYSE:RDC) at the Company’s 2008 Annual Meeting of
Stockholders. Steel Partners, which beneficially owns 10,088,169
shares, or approximately 9.1% of the outstanding shares, of common stock
of the
Company, detailed its intention in a written notice to the Corporate Secretary
of Rowan.
“Because
Rowan owns and operates both a contract drilling service business and a
significant manufacturing company, we believe the market continues to mistakenly
apply a conglomerate discount to its stock,” stated Warren G. Lichtenstein,
Managing Member of Steel Partners. “If elected, our nominees would
work with the Board and management of Rowan to implement a strategy to unlock
that intrinsic value of the Company.”
Mr.
Lichtenstein added, “We were also surprised and disappointed by the Company’s
recent amendment to its Bylaws, which specifically advanced the deadline
for
director nominations at the Company’s 2008 annual meeting by approximately two
months.”
Steel
Partners director nominees include:
Warren
G. Lichtenstein has served as Chairman of the Board and CEO of Steel
Partners since its founding in 1990. Mr. Lichtenstein has been a
director (currently serving as 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 CEO from February 2002 until
August
2005. From May 2001 to November 2007, Mr. Lichtenstein was a director
of United Industrial Corporation, a company principally focused on the design,
production and support of defense systems. United Industrial
Corporation was recently acquired by Textron, Inc.
John
J. Quicke has diverse industry experience and served as a director,
President and COO of Sequa Corporation, a diversified industrial company,
from
1993 until March 2004, and Vice Chairman and Executive Officer from March
2004
until 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. He has served as a director of Angelica Corporation, a
provider of healthcare linen management services, since August 2006. From October 2006
to June
2007, Mr. Quicke served as a director of Layne Christensen Company, a provider
of products and services for the water, mineral, construction and energy
markets. Mr. Quicke has served as an Operating Partner of Steel
Partners, Ltd. since September 2005 and as a Managing Director of Steel Partners
LLC since December 2007.
Robert
H. Kanner has vast experience in the oil and mineral industries and
currently serves as Vice Chairman of the Advisory Board of the Association
for
the Study of Peak Oil & Gas-USA. Mr. Kanner has served as a
director of Oglebay Norton Company, a provider of industrial minerals and
aggregates to a broad range of markets, since 2005. Mr. Kanner has
served as the Chairman of the Board, President and CEO of Pubco Corporation
since 1983. Pubco has an investment subsidiary that primarily invests
in energy and natural resource securities.
About
Steel Partners II, L.P.
Steel
Partners II, L.P. is a long-term relationship/active value investor that
seeks
to work with the management of its portfolio companies to increase corporate
value for all stakeholders and shareholders.
CERTAIN
INFORMATION CONCERNING PARTICIPANTS
Steel
Partners II, L.P. (“Steel Partners II”), together with the other Participants
(as defined below), intends to make a preliminary filing with the Securities
and
Exchange Commission ("SEC") of a proxy statement and accompanying proxy
card to be used to solicit votes for the election of its slate of
director nominees at the 2008 annual meeting
of stockholders of Rowan Companies, Inc., a Delaware corporation (the
“Company”).
STEEL
PARTNERS II STRONGLY ADVISES ALL STOCKHOLDERS OF THE
COMPANY TO READ THE PROXY STATEMENT WHEN IT IS
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE
ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE
SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR
COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR.
The
participants in the proxy solicitation are anticipated to be Steel Partners
II,
Steel Partners II GP LLC (“Steel Partners GP LLC”), Steel Partners II Master
Fund L.P. (“Steel Master”), Steel Partners LLC (“Partners
LLC”), Warren G. Lichtenstein, John J. Quicke and Robert H.
Kanner (collectively, the "Participants"). As of January 4,
2007, Steel Partners II beneficially owned 10,088,169
shares of common stock of the Company (the
“Shares”), constituting approximately 9.1% of the Shares
outstanding. 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 10,088,169 Shares owned
by
Steel Partners II. Currently, Messrs. Quicke and Kanner do not
directly own any Shares of the Company. As members of a “group” for the purposes
of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934,
as
amended, they are each deemed to beneficially own the 10,088,169 Shares owned
by
Steel Partners, constituting approximately 9.1% of the Shares
outstanding.