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1 ================================================================================ 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): AUGUST 25, 1998 --------------------------- RANGE RESOURCES CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 0-9592 34-1312571 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification Number) 500 THROCKMORTON STREET FORT WORTH, TEXAS 76102 (Address of principal (Zip code) executive offices) Registrant's telephone number, including area code: (817) 870-2601 LOMAK PETROLEUM, INC. (Former name or former address, if changed since last report) ================================================================================ 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On August 25, 1998, the stockholders of Range Resources Corporation, a Delaware corporation and formerly Lomak Petroleum, Inc. ("Range"), approved the issuance of shares of common stock, par value $.01 per share, of Range ("Range Common Stock") pursuant to the Agreement and Plan of Merger dated as of May 12, 1998, as amended (the "Merger Agreement"), among Range, DEC Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Range ("Merger Sub"), and Domain Energy Corporation, a Delaware corporation ("Domain"). Pursuant to the Merger Agreement, Merger Sub was merged with and into Domain (the "Merger"), with Domain surviving and changing its name to "Range Energy Corporation." As a result of the Merger, Domain became a wholly-owned subsidiary of Range. The transaction will be accounted for under the purchase method of accounting. Domain Assets. Domain is an independent oil and gas company engaged in the exploration, development, production and acquisition of oil and natural gas properties. Domain's operations are concentrated principally in the Gulf of Mexico and Gulf Coast regions. Domain complements these activities with its Independent Producer Finance Program (the "IPF Program") pursuant to which it invests in oil and natural gas reserves through the acquisition of term overriding royalty interests. During 1997, approximately 91% of Domain's revenue was generated by oil and natural gas sales and approximately 9% of Domain's revenue was generated by the IPF Program. At December 31, 1997, Domain's reserves, computed on an SEC PV-10 basis, were approximately 104,948 million cubic feet ("Mmcf") of natural gas and 11,350 thousand barrels ("Mbbls") of oil and condensate, and the estimated SEC PV-10 value attributable to the IPF Program assets was $61.8 million. At December 31, 1997, Domain held approximately 144,000 net acres, including 73,000 net undeveloped acres, located primarily in its core areas. Consideration. Each issued and outstanding share of common stock of Domain ("Domain Common Stock") was converted into 1.2083 shares (the "Exchange Ratio") of Range Common Stock. On August 25, 1998, the closing price on the New York Stock Exchange of Range Common Stock was $7.75 per share. Cash will be paid in lieu of fractional shares of Range Common Stock. The Exchange Ratio was determined pursuant to arm's-length negotiations between Range and Domain. Prior to the Merger, (i) Range received the written opinion from its independent financial advisor that, as of the date of such opinion, the Exchange Ratio was fair to Range from a financial point of view and (ii) Domain received the written opinion of its independent financial advisor that, as of the date of such opinion, the Exchange Ratio was fair to the holders of Domain Common Stock from a financial point of view. Also prior to the Merger, Range acquired 577,200 shares of Domain Common Stock through open market purchases for an aggregate purchase price of $6,625,000. Stock Purchase Agreement. Simultaneously with the execution of the Merger Agreement, Range and First Reserve Fund VII, Limited Partnership ("FRLP"), which owned an aggregate of 7,820,718 shares, or approximately 51.8%, of the outstanding shares of Domain Common Stock on May 12, 1998, entered into the Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which on July 2, 1998 Range acquired from FRLP 3,250,000 shares of Domain Common Stock at a cash purchase price of $43,875,000 or $13.50 per share. Voting Agreement. Pursuant to a Voting and Standstill Agreement entered into on May 12, 1998 (the "Voting Agreement"), FRLP voted all shares of Range Common Stock held by it in favor of the Merger. The descriptions of the Merger Agreement, the Stock Purchase Agreement and the Voting Agreement set forth above are qualified by reference to the Merger Agreement, the Stock Purchase Agreement and the Voting Agreement that are filed as Exhibit 2.1, 2.2 and 2.3, respectively, and are incorporated herein by reference. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Audited Financial Statements of Domain(1) Independent Auditors' Report Consolidated Balance Sheets as of December 31, 1996 and 1997 Combined and Consolidated Statements of Income for the years ended December 31, 1995, 1996 and 1997 Combined and Consolidated Statements of Stockholders' Equity for the years ended December 31, 1995, 1996 and 1997 and for the period from December 30, 1996 (date of incorporation) to December 31, 1996, respectively Combined and Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1996 and 1997 and for the period from December 30, 1996 (date of incorporation) to December 31, 1996, respectively Notes to Combined and Consolidated Financial Statements Unaudited Interim Financial Statements of Domain Condensed Consolidated Balance Sheets at June 30, 1998 (unaudited) and December 31, 1997(2) Condensed Consolidated Statements of Income for the three and six months ended June 30, 1998 and 1997 (unaudited)(2) Condensed Consolidated Statement of Shareholders' Equity for the six months ended June 30, 1998 (unaudited)(2) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 1998 and 1997 (unaudited)(2) Notes to Condensed Consolidated Financial Statements (unaudited)(2) - -------------------- (1) Incorporated by reference to pages F-10 through F-35 of Range's Registration Statement on Form S-4 (Registration No. 333-57639). (2) Incorporated by reference to pages 3 through 10 of Domain's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (Commission File No. 1-12999). 2 4 (b) PRO FORMA FINANCIAL INFORMATION. It is impracticable to provide the required pro forma financial information for Domain at the time of this Report because such information is not currently available. The required pro forma financial information will be filed as an amendment to this Report as soon as practicable, but not later than 60 days after the date this Report is required to be filed. (c) EXHIBITS. 2.1 -- Agreement and Plan of Merger dated May 12, 1998 by and among Lomak Petroleum, Inc., DEC Acquisition, Inc. and Domain Energy Corporation (incorporated by reference to Exhibit 2.1 to Registration Statement No. 333-57639 on Form S-4 of Range) 2.2 -- First Amendment to Agreement and Plan of Merger dated May 12, 1998 by and among Lomak Petroleum, Inc., DEC Acquisition, Inc. and Domain Energy Corporation (incorporated by reference to Exhibit 2.2 to Registration Statement No. 333-57639 on Form S-4 of Range) 2.3 -- Voting and Standstill Agreement dated May 12, 1998 between Lomak Petroleum, Inc. and First Reserve Fund VII, Limited Partnership (incorporated by reference to Exhibit 2.3 to Registration Statement No. 333-57639 on Form S-4 of Range) 2.4 -- Stock Purchase Agreement dated May 12, 1998 between Lomak Petroleum, Inc. and First Reserve Fund VII, Limited Partnership (incorporated by reference to Exhibit 2.4 to Registration Statement No. 333-57639 on Form S-4 of Range) 23.1 -- Independent Auditors' Consent 3 5 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 thereunto duly authorized. RANGE RESOURCES CORPORATION By: /s/ THOMAS W. STOELK ----------------------------- Name: Thomas W. Stoelk Title: Senior Vice President - Finance & Administration Date: September 9, 1998 6 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT TITLE ------ ------------- 2.1 -- Agreement and Plan of Merger dated May 12, 1998 by and among Lomak Petroleum, Inc., DEC Acquisition, Inc. and Domain Energy Corporation (incorporated by reference to Exhibit 2.1 to Registration Statement No. 333-57639 on Form S-4 of Range) 2.2 -- First Amendment to Agreement and Plan of Merger dated May 12, 1998 by and among Lomak Petroleum, Inc., DEC Acquisition, Inc. and Domain Energy Corporation (incorporated by reference to Exhibit 2.2 to Registration Statement No. 333-57639 on Form S-4 of Range) 2.3 -- Voting and Standstill Agreement dated May 12, 1998 between Lomak Petroleum, Inc. and First Reserve Fund VII, Limited Partnership (incorporated by reference to Exhibit 2.3 to Registration Statement No. 333-57639 on Form S-4 of Range) 2.4 -- Stock Purchase Agreement dated May 12, 1998 between Lomak Petroleum, Inc. and First Reserve Fund VII, Limited Partnership (incorporated by reference to Exhibit 2.4 to Registration Statement No. 333-57639 on Form S-4 of Range) 23.1 -- Independent Auditors' Consent
1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Post-Effective Amendment No. 1 to Registration Statement No. 333-23955 on Form S-3, in Registration Statement No. 333-44821 on Form S-8, in Registration Statement No. 333-51503 on Form S-3 and in Registration Statement No. 333-62439 on Form S-8 of our report dated February 17, 1998 on the consolidated financial statements of Domain Energy Corporation, included in the Registration Statement No. 333-57639 on Form S-4 of Lomak Petroleum Inc. DELOITTE & TOUCHE LLP Houston, Texas September 8, 1998