================================================================================ 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 21, 2003 RANGE RESOURCES CORPORATION (Exact name of registrant as specified in its charter)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On July 21, 2003, Range Resources Corporation (the "Company") issued a press release announcing the completion of its previously announced private placement of $100.0 million of 7-3/8% 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. On July 21, 2003, the Company issued a press release announcing its election to redeem all of its outstanding 8-3/4% senior subordinated notes due 2007 on August 20, 2003. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: 99.1 Press Release dated July 21, 2003 related to the completion of the Company's previously announced private placement of $100.0 million of 7-3/8% senior subordinated notes due 2013 99.2 Press Release dated July 21, 2003 related to the Company's election to redeem all of its outstanding 8-3/4% senior subordinated notes due 2007 on August 20, 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 22, 2003 3
EXHIBIT INDEX
EXHIBIT 99.1 NEWS RELEASE RANGE COMPLETES SENIOR SUBORDINATED NOTES OFFERING FORT WORTH, TEXAS, JULY 21, 2003 - RANGE RESOURCES CORPORATION (NYSE: RRC) today announced that it completed the private placement of $100 million of 7-3/8% 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. 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 approximately $25 million of amounts outstanding under the Company's bank credit facility. Thereafter, the Company will have approximately $85 million of availability under the credit facility. 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. - -------------------------------------------------------------------------------- 2003-16 Contact: Rodney Waller, Senior Vice President Karen Giles (817) 870-2601 www.rangeresources.com 5
EXHIBIT 99.2 NEWS RELEASE RANGE ANNOUNCES REDEMPTION OF 8-3/4% NOTES FORT WORTH, TEXAS, JULY 21, 2003 - RANGE RESOURCES CORPORATION (NYSE: RRC) today announced that it had elected to redeem all of its outstanding 8-3/4% Senior Subordinated Notes due 2007 on August 20, 2003. The notes are being called at 102.9167% of principal amount, plus accrued interest. Interest on the notes ceases to accrue on the redemption date. The aggregate redemption price, including the premium, will be approximately $70.8 million. The redemption was financed by the issuance of $100 million of 7-3/8% Senior Subordinated Notes due 2013, which closed today. John H. Pinkerton, Range's President, stated, "We are pleased with the results of this redemption, which will effectively extend the maturity of our senior subordinated notes by six years, reduce ongoing interest expense and enhance our flexibility to further simplify our capital structure. With our stronger balance sheet and excess cash flow, we are better positioned to continue to execute our growth plan." Except for historical information, statements made in this release are forward-looking statements as defined by the Securities and Exchange Commission. These statements are based on assumptions and estimates that management believes are reasonable based on currently available information; however, management's assumptions and the Company's future performance are subject to a wide range of business risks and uncertainties and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the volatility of oil and gas prices, the costs and results of drilling and operations, the timing of production, mechanical and other inherent risks associated with oil and gas production, weather, the availability of drilling equipment, changes in interest rates, litigation, uncertainties about reserve estimates, and environmental risks. The Company undertakes no obligation to publicly update or revise any forward-looking statements. Further information on risks and uncertainties is available in the Company's filings with the Securities and Exchange Commission, which are incorporated by reference. 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. - -------------------------------------------------------------------------------- 2003-17 Contact: Rodney Waller, Senior Vice President Karen Giles (817) 870-2601 www.rangeresources.com 6