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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 9, 2004 (December 8, 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 9, 2004, Range Resources Corporation issued a press release announcing that it had priced a public offering of 5 million shares of common stock. In accordance with General Instruction B.2. of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits:
99.1 Press Release dated December 9, 2004, entitled “Range Announces Pricing of Increased Common Stock Offering”
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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/ RODNEY WALLER | |||
| Rodney Waller | ||||
| Senior Vice President and Secretary | ||||
Date: December 9, 2004
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EXHIBIT INDEX
| Exhibit Number |
Description |
|
99.1
|
Press Release dated December 9, 2004, entitled “Range Announces Pricing of Increased Common Stock Offering” |
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EXHIBIT 99.1
NEWS RELEASE
RANGE ANNOUNCES PRICING OF INCREASED COMMON STOCK OFFERING
FORT WORTH, TEXAS, DECEMBER 9, 2004...RANGE RESOURCES CORPORATION (NYSE: RRC) announced today that it has priced a public offering of 5 million shares of its common stock at a price to the public of $18.74 per share, which was the last sales price reported on the NYSE yesterday. All shares are being sold by Range. Proceeds from the offering are expected to be used to partially fund the recently announced acquisition of a company owning long-life 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. Range also has granted the underwriters a 30-day option to purchase up to 750,000 additional shares of its common stock solely to cover over-allotments, if any. Range expects the issuance, delivery of shares and settlement to occur on December 14, 2004.
The offering was led by J.P. Morgan Securities Inc. and Friedman, Billings, Ramsey & Co., Inc. as joint book-runners. Co-managers in the underwriting group were 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 prospectus supplement related to the public offering is being filed today with the Securities and Exchange Commission and copies of the 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.
This document contains 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. Forward-looking statements include estimates and give our current expectations or forecasts of future events. Although we believe our forward-looking statements are reasonable, they can be affected by inaccurate assumptions or by known or unknown risks and uncertainties.
| Contact: | Rodney Waller, Senior Vice President Karen Giles (817) 870-2601 www.rangeresources.com |