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): October
6, 2005
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 |
77056-6127 |
|
(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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or
Standard; Transfer of Listing
The
Commentary to Section 303A.03 of the New York Stock Exchange ("NYSE")
Listed
Company Manual requires each listed company to disclose in its proxy
statement
either the name of the director chosen to preside at executive sessions
of
non-management directors or, if the same individual is not the presiding
director at all executive sessions, the procedure by which a presiding
director
is selected for each executive session.
On
October 3, 2005, the NYSE notified Rowan Companies, Inc. (the “Company”), on an
informal basis, that the required information regarding the presiding
director
was not disclosed in the Company’s proxy statement. The Company explained that
the presiding director will rotate by alphabetical order according to
each
non-management director’s last name, and that the information had been
inadvertently omitted from the proxy statement. The NYSE advised
the
Company of alternative methods for curing the non-compliance, including
the
filing of an 8-K with the required disclosure. Although the Company does
not
believe that its failure to disclose the selection process for presiding
directors at executive sessions of non-management directors in its proxy
statement is material, the Company is filing the disclosure in this Current
Report on Form 8-K.
Item
8.01. Other Events
The
following information is disclosed pursuant to Item 8.01 - Other
Events:
| A press release of Rowan Companies, Inc. dated October 5, 2005 entitled "Rowan Updates Fleet Status After Hurricane Rita and Reports on Rig Construction Program" is attached as Exhibit 99. |
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits
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 Treasurer (Principal Financial
Officer)
Dated:
October 6, 2005
INDEX
TO EXHIBITS
EXHIBIT
DESCRIPTION
|
Exhibit
|
|
|
|
Number
|
Exhibit
Description
|
|
|
99
|
-2-