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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
December 6, 2004
RANGE RESOURCES CORPORATION
| Delaware | 0-9592 | 34-1312571 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer 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
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 7.01 Regulation FD Disclosure | ||||||||
| ITEM 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Press Release | ||||||||
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ITEM 7.01 Regulation FD Disclosure
On December 6, 2004, Range Resources Corporation issued a press release announcing that it intends to offer 5 million shares of common stock to the public. A copy of this press release is being furnished as an exhibit to this report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits:
99.1 Press Release dated December 6, 2004
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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/ ROGER S. MANNY | |||
| Roger S. Manny | ||||
| Chief Financial Officer | ||||
Date: December 7, 2004
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EXHIBIT 99.1
NEWS RELEASE
RANGE ANNOUNCES COMMON STOCK OFFERING
FORT WORTH, TEXAS, DECEMBER 6, 2004...RANGE RESOURCES CORPORATION (NYSE: RRC) announced today that it intends to offer 5 million shares of common stock to the public. The underwriters for this offering will also have the option to purchase up to 750,000 additional shares of common stock to cover any over-allotments. The net proceeds from the offering will be used to partially fund the recently announced acquisition of coal bed methane and tight gas properties located in the Appalachian Basin. If the acquisition is not completed, the net proceeds will be used for general corporate purposes.
The offering is being led by J.P. Morgan Securities Inc. and Friedman, Billings, Ramsey & Co., Inc. as joint book-runners. Co-managers in the underwriting group are Johnson Rice & Company L.L.C., KeyBanc Capital Markets, Raymond James and Associates, Inc., Calyon Securities (USA) Inc., Harris Nesbitt and Jefferies & Company, Inc. A preliminary prospectus supplement related to the public offering is being filed with the Securities and Exchange Commission today and copies of the preliminary prospectus supplement relating to the offering may be obtained from the offices of J.P. Morgan Securities Inc., Chase Distribution & Support Service, 1 Chase Manhattan Plaza, Floor 5B, New York, NY 10081 (copies can also be obtained by e-mail at: AddressingServices@jpmchase.com) or by submitting requests to The Prospectus Department, Friedman, Billings, Ramsey & Co., Inc., 1001 19th Street, North Arlington, Virginia 22209 (telephone — (703) 469-1023).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. The offering may be made only by means of a prospectus and related prospectus supplement.
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.
Except for historical information, statements made in this release, including those relating to expected use of proceeds and the option to purchase additional shares are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. Further information on risks and uncertainties is available in the Company’s filings with the Securities and Exchange Commission.
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Contact:
|
Rodney Waller, Senior Vice President | |
| Karen Giles | ||
| (817) 870-2601 | ||
| www.rangeresources.com |