Steel Partners seeks representation on Rowan board of directors

By Lisa Kerner

Charlotte, N.C., Jan. 8 - Steel Partners II, LP nominated a slate of three director nominees for election to Rowan Cos., Inc.'s board of directors at the company's 2008 annual meeting.

The investor beneficially owns 10,088,169, or about 9.1%, of Rowan's outstanding shares, according to a Steel Partners news release.

Steel Partners' director nominees include:

• Warren G. Lichtenstein, Steel Partners' chairman and chief executive officer;

• John J. Quicke, managing director of Steel Partners and former vice chairman and executive officer of Sequa Corp.; and

• Robert H. Kanner, chairman, president and CEO of Pubco Corp.

Rowan, in response to the proposed nominations, said it has listened to Steel Partners' views and maintains an open dialogue with all of the company's shareholders.

"The board of directors regularly reviews the value inherent in the company's business plan, and will continue to do so in a decisive and measured way," Rowan chairman and CEO Daniel F. McNease said in a company statement released on Tuesday.

"While a lengthy and disruptive proxy contest is not a preferable course of action, the company is prepared to do everything necessary to protect the interests of stockholders consistent with our goal of delivering high performance and long-term stockholder value," McNease said.

"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," Lichtenstein said in the Steel Partners' release.

Lichtenstein added that Steel Partners was "surprised and disappointed" by Rowan's recent amendment to its bylaws, advancing the deadline for director nominations at the company's 2008 annual meeting by some two months.

Rowan is a Houston-based provider of contract drilling services.

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