UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 28, 2008
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-12209 | 34-1312571 | ||||
| (State or other jurisdiction of | (Commission | (IRS Employer | ||||
| incorporation) | File Number) | Identification No.) | ||||
| 100 Throckmorton Street, Suite 1200 | ||||
| Ft. Worth, Texas | 76102 | |||
| (Address of principal | (Zip Code) | |||
| executive 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 obligation 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.
On April 28, 2008, Range Resources Corporation (“Range”) issued a press release announcing
that it intends, subject to market conditions, to publicly offer 3.5 million shares of common
stock through an underwritten offering. The underwriters for the offering will also have the
option to purchase up to 525,000 additional shares of common stock to
cover any over-allotments. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On April 28, 2008, Range issued a press release announcing that it intends, subject to market
conditions, to publicly offer $250 million aggregate principal amount of senior
subordinated notes due 2018 in a registered public offering.
A copy of this press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The completion of the common stock offering is not conditioned upon the completion of the
public offering of senior subordinated notes and vice versa.
In
accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K under this heading, including
Exhibits 99.1 and 99.2, shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set
forth in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release, dated April 28, 2008, relating to common stock offering | |
99.2
|
Press Release, dated April 28, 2008, relating to senior subordinated notes offering |
1
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 | ||||
| Senior Vice President – Chief Financial Officer |
||||
Date: April 28, 2008
2
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release, dated April 28, 2008, relating to common stock offering | |
99.2
|
Press Release, dated April 28, 2008, relating to senior subordinated notes offering |
EXHIBIT 99.1
NEWS RELEASE
RANGE ANNOUNCES COMMON STOCK OFFERING
FORT WORTH, TEXAS, APRIL 28, 2008...RANGE RESOURCES CORPORATION (NYSE: RRC) announced today that it
intends, subject to market conditions, to publicly offer 3.5 million shares of common stock through
an underwritten offering. The underwriters for the offering will also have the option to purchase
up to 525,000 additional shares of common stock to cover any over-allotments. Range intends to use
the net proceeds from the offering to pay down a portion of the outstanding balance of Range’s
senior credit facility. Such amounts may be reborrowed from time to time for general corporate
purposes including, but not limited to, acreage acquisitions.
J.P. Morgan Securities Inc. and Credit Suisse Securities (USA) LLC will act as joint book-running
managers for the common stock offering. A copy of the preliminary prospectus supplement and
related base prospectus for the offering may be obtained on the Securities and Exchange Commission
(“SEC”) website at www.sec.gov. Alternatively, the underwriters will arrange to send you the
preliminary prospectus supplement and related base prospectus if you request them by contacting
J.P. Morgan Securities Inc. at 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245, Attention:
Prospectus Department, e-mail: addressing.services@jpmorgan.com, telephone: (718) 242-8002 or
Credit Suisse Securities (USA) LLC at One Madison Avenue, New York, New York 10010, Attention:
Prospectus Department or by calling toll free 800-221-1037.
Shortly following the pricing of the common stock offering, subject to market conditions, Range
expects to offer approximately $250 million in principal amount of senior subordinated notes due
2018 in a registered public offering. The completion of this common stock offering is not
conditioned upon the completion of the public offering of senior subordinated notes and vice versa.
RANGE RESOURCES CORPORATION is an independent oil and gas company operating in the Southwestern,
Appalachian and Gulf Coast regions of the United States.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the
securities referred to above. An offering of any such securities will be made only by means of a
prospectus. Any such prospectus shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
Except for historical information, statements made in this release about the proposed offerings 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 Range’s management believes are reasonable based on currently available information;
however, management’s assumptions and Range’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,
environmental risks and the occurrence of any unanticipated acquisition opportunities. Range
undertakes no obligation to publicly update or revise any forward-looking statements. Further
information on risks and uncertainties is available in Range’s filings with the SEC, which are
incorporated herein by reference.
2008-13
Contact:
|
Rodney Waller, Senior Vice President | 817-869-4258 | ||
| David Amend, IR Manager | 817-869-4266 | |||
| Karen Giles, Corporate Communications Manager | 817-869-4238 | |||
| Main number: (817) 870-2601 | ||||
| www.rangeresources.com |
EXHIBIT 99.2
NEWS RELEASE
RANGE ANNOUNCES OFFERING OF SENIOR SUBORDINATED NOTES
FORT WORTH, TEXAS, APRIL 28, 2008...RANGE RESOURCES CORPORATION (NYSE: RRC) today announced that it
intends, subject to market conditions, to publicly offer $250 million aggregate principal amount of
senior subordinated notes due 2018. The offering and sale of the senior subordinated notes is
pursuant to an automatic shelf registration statement on Form S-3 filed today with the Securities
and Exchange Commission (“SEC”). Range intends to use the net proceeds from the offering to pay
down a portion of the outstanding balance of Range’s senior credit facility.
J.P. Morgan Securities Inc. and Banc of America Securities LLC will act as joint book-running
managers for the senior subordinated notes offering. A copy of the preliminary prospectus
supplement and related base prospectus for the offering may be obtained on the SEC website at
www.sec.gov. Alternatively, the underwriters will arrange to send you the preliminary prospectus
supplement and related base prospectus if you request them by contacting J.P. Morgan Securities
Inc. at 270 Park Avenue, 8th Floor, New York, New York 10017, attention Syndicate Desk or Banc of
America Securities LLC at 100 West 33rd Street, 3rd Floor, New York, NY 10001, (800) 294-1322,
Attention: Capital Markets Operations, or by e-mailing
dg.prospectus_distribution@bofasecurities.com.
Shortly before this offering of senior subordinated notes, Range commenced a registered
underwritten offering of 3.5 million shares of common stock. The completion of this senior
subordinated notes offering is not conditioned upon the completion of the pending registered common
stock offering, and vice versa.
RANGE RESOURCES CORPORATION is an independent oil and gas company operating in the Southwestern,
Appalachian and Gulf Coast regions of the United States.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the
securities referred to above. An offering of any such securities will be made only by means of a
prospectus. Any such prospectus shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
Except for historical information, statements made in this release about the proposed offering 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 Range’s management believes are reasonable based on currently available information;
however, management’s assumptions and Range’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, environmental risks and the occurrence of any unanticipated
acquisition opportunities. Range undertakes no obligation to publicly update or revise any
forward-looking statements. Further information on risks and uncertainties is available in Range’s
filings with the SEC, which are incorporated herein by reference.
2008-14
Contact:
|
Rodney Waller, Senior Vice President | 817-869-4258 | ||
| David Amend, IR Manager | 817-869-4266 | |||
| Karen Giles, Corporate Communications Manager | 817-869-4238 | |||
| Main number: (817) 870-2601 | ||||
| www.rangeresources.com |