================================================================================ 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): July 15, 2003 RANGE RESOURCES CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-9592 34-1312571 - ------------------------------- ------------ ------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 777 MAIN STREET, SUITE 800 FT. WORTH, TEXAS 76102 ------------------------------- ---------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code: (817) 870-2601 (Former name or former address, if changed since last report): Not applicable 1
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On July 15, 2003, Range Resources Corporation issued a press release announcing its intention to offer $100.0 million of senior subordinated notes due 2013 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. On July 16, 2003, Range Resources Corporation issued a press release announcing that it had priced its previously announced private placement of $100.0 million of senior subordinated notes due 2013 to qualified institutional buyers pursuant to Rule 144A under the Securities Act, as amended (the "Act"), and other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: 99.1 Press Release dated July 15, 2003 99.2 Press Release dated July 16, 2003 2
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. RANGE RESOURCES CORPORATION By: /s/ RODNEY L. WALLER ------------------------------------ Rodney L. Waller Senior Vice President Date: July 17, 2003 3
EXHIBIT INDEX
EXHIBIT 99.1 NEWS RELEASE RANGE RESOURCES ANNOUNCES PROPOSED OFFERING OF SENIOR SUBORDINATED NOTES FORT WORTH, TEXAS, JULY 15, 2003 - RANGE RESOURCES CORPORATION (NYSE: RRC) today announced it intends to offer $100 million of senior subordinated notes due 2013 through an offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company expects to price the offering this week. The net proceeds of the offering will be used to redeem all of the Company's outstanding 8.75% senior subordinated convertible notes due 2007 and to repay certain other indebtedness. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the senior subordinated notes. The senior subordinated notes to be offered will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and are only being offered to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A. Unless so registered, the senior subordinated notes issued may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. RANGE RESOURCES CORPORATION (NYSE: RRC) is an independent oil and gas company operating in the Permian, Midcontinent, Gulf Coast and Appalachian regions of the United States. - -------------------------------------------------------------------------------- 2003-14 Contact: Rodney Waller, Senior Vice President Karen Giles (817) 870-2601 www.rangeresources.com
EXHIBIT 99.2 NEWS RELEASE RANGE PRICES SENIOR SUBORDINATED NOTES FORT WORTH, TEXAS, JULY 16, 2003 - RANGE RESOURCES CORPORATION (NYSE: RRC) today announced that it has priced its previously announced private placement of $100 million of senior subordinated notes due 2013 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act"), and other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act. Interest on the senior subordinated notes will accrue at a rate of 7-3/8% per annum and will be payable semi-annually in arrears on January 15 and July 15 of each year commencing on January 15, 2004. The transaction is expected to close on July 21, 2003, subject to customary closing conditions. The net proceeds of the offering will be used to redeem all of the Company's outstanding 8.75% senior subordinated notes due 2007 and to repay certain of the Company's other indebtedness. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the senior subordinated notes or any other security of the Company. The senior subordinated notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and were offered to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act. Unless so registered, the senior subordinated notes issued may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. RANGE RESOURCES CORPORATION (NYSE: RRC) is an independent oil and gas company operating in the Permian, Midcontinent, Gulf Coast and Appalachian regions of the United States. - -------------------------------------------------------------------------------- 2003-15 Contact: Rodney Waller, Senior Vice President Karen Giles (817) 870-2601 www.rangeresources.com