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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1998
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-1312571
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
(Address of principal executive offices, including zip code)
--------------------
401(K) PLAN & TRUST
(Full title of the plan)
JOHN H. PINKERTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RANGE RESOURCES CORPORATION
500 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
(817) 870-2601
(Name, address and telephone number of agent for service)
copy to:
J. MARK METTS
VINSON & ELKINS L.L.P.
1001 FANNIN, SUITE 2300
HOUSTON, TEXAS 77002-6760
(713) 758-2222
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered (1) registered price per share (2) offering price (2) registration fee
- ----------------------------------- ------------------- --------------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share................ 1,000,000 shares $2.94 $2,940,000 $882
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</TABLE>
(1) Also includes an indeterminate amount of interests to be offered pursuant to
the 401(k) Plan & Trust in accordance with Rule 416(c).
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. The price for the
1,000,000 shares issuable under the Company"s 401(K) Plan & Trust was based on a
price of $2.94, the last sale price of Common Stock of Range Resources
Corporation reported on The New York Stock Exchange on December 28, 1998.
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INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENT
The contents of Registration Statement No. 333-44821 relating to the
Range Resources Corporation 401(k) Plan & Trust (the "Benefit Plan") filed by
the Registrant with the Securities and Exchange Commission (the "Commission") on
January 23, 1998, as amended by Post-Effective Amendment No. 1 to the
Registration Statement filed by the Registrant with the Commission on December
29, 1998 (the "Prior Registration Statement"), are incorporated herein by
reference pursuant to General Instruction E to Form S-8. The purpose of this
Registration Statement is to register 1,000,000 additional shares of common
stock, par value $0.01 per share ("Common Stock"), of the Registrant for offer
and sale pursuant to the Benefit Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934 (the "Exchange Act");
(b) All other reports filed by the Registrant since December 31,
1997 with the Commission pursuant to Section 13(a) or 15(d) of
the Exchange Act, including the Registrant's Quarterly Reports
on Form 10-Q for the fiscal quarters ended March 31, 1998 and
June 30, 1998, September 30, 1998 and the Registrant's Current
Report on Form 8-K dated September 9, 1998, as amended by Form
8-K/A dated November 9, 1998;
(c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 10, dated June 18, 1980,
and filed with the Commission pursuant to Section 12(g) of the
Exchange Act, including any subsequent amendment(s) or
report(s) filed for the purpose of updating such description;
and
(d) The Registrant's preceding Registration Statement on Form S-8
(Registration No. 33-66322) and Registration Statement on
Form S-8 (Registration No. 333-10719).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold shall also be
deemed to be incorporated by reference herein and to be a part hereof from the
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Registrant
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith. Requests for such
documents should be directed to Range Resources Corporation, 500 Throckmorton
Street, Fort Worth, Texas 76102, Attention: Secretary, telephone (817) 871-2601.
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ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
5.1(a) - Opinion of Vinson & Elkins L.L.P.
5.1(b) - The Registrant will submit or has submitted the
Benefit Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the
IRS in order to qualify the Benefit Plan.
23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Deloitte & Touche LLP
23.3 - Consent of Vinson & Elkins L.L.P. (included in the
opinion filed as Exhibit 5.1(a) hereto)
24.1 - Powers of Attorney (included in the signature pages
hereto)
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<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartville, State of Ohio, on the 30th day of
December, 1998.
RANGE RESOURCES CORPORATION
By: /s/ Thomas W. Stoelk
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Thomas W. Stoelk
Senior Vice President-Finance and
Administration and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
authorizes and appoints each of John H. Pinkerton and Thomas W. Stoelk, and each
of them severally, acting alone and without the other, as his attorney-in-fact
to execute in the name of such person and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933 and any rules, regulations and requirements of
the registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in the Registration Statement
as such attorney-in-fact may deem appropriate.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Thomas J. Edelman Chairman and Director December 30, 1998
- ----------------------------------------------
Thomas J. Edelman
/s/ John H. Pinkerton President, Chief Executive Officer and December 30, 1998
- ---------------------------------------------- Director (Principal Executive Officer)
John H. Pinkerton
/s/ Michael V. Ronca Chief Operating Officer and Director December 30, 1998
- ---------------------------------------------- (Principal Operating Officer)
Michael V. Ronca
/s/ Robert E. Aikman Director December 30, 1998
- ----------------------------------------------
Robert E. Aikman
/s/ Allen Finkelson Director December 30, 1998
- ----------------------------------------------
Allen Finkelson
/s/ Anthony V. Dub Director December 30, 1998
- ----------------------------------------------
Anthony V. Dub
</TABLE>
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<TABLE>
<S> <C> <C>
Director December 30, 1998
/s/ Ben A. Guill
- ----------------------------------------------
Ben A. Guill
/s/ Jonathan S. Linker Director December 30, 1998
- ----------------------------------------------
Jonathan S. Linker
/s/ Thomas W. Stoelk Senior Vice President - Finance and December 30, 1998
- ---------------------------------------------- Administration
Thomas W. Stoelk (Principal Financial Officer)
/s/ Geoffrey T. Doke Vice President - Controller (Principal December 30, 1998
- ---------------------------------------------- Accounting Officer)
Geoffrey T. Doke
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Benefit
Plan has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Hartville, State of
Ohio on December 30, 1998.
RANGE RESOURCES CORPORATION 401(K)
PLAN & TRUST
By: /s/ Thomas W. Stoelk
----------------------------------------
Thomas W. Stoelk
Title: Plan Administrator
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EXHIBIT INDEX
Exhibit Description of Exhibit
- ------- ----------------------
5.1(a) - Opinion of Vinson & Elkins L.L.P.
5.1(b) - The Registrant will submit or has
submitted the Benefit Plan and any amendment
thereto to the IRS in a timely manner and
has made or will make all changes required
by the IRS in order to qualify the Benefit
Plan.
23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Deloitte & Touche LLP
23.3 - Consent of Vinson & Elkins L.L.P.
(included in the opinion filed as
Exhibit 5.1(a) hereto)
24.1 - Powers of Attorney (included in the
signature pages hereto)
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Exhibit 5.1(a)
VINSON & ELKINS
ATTORNEYS AT LAW
VINSON & ELKINS L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
DALLAS, TEXAS 75201-2975
TELEPHONE (214) 220-7700
Fax (214) 220-7716
December 30, 1998
Range Resources Corporation
500 Throckmorton Street
Fort Worth, Texas 76102
Ladies and Gentlemen:
We have acted as counsel for Range Resources Corporation, a Delaware
corporation and formerly "Lomak Petroleum, Inc." (the "Company"), in connection
with the Company's registration under the Securities Act of 1933, as amended
(the "Act"), of 1,000,000 shares of common stock, par value $0.01 per share, of
the Company (the "Shares") which may be purchased in the open market and offered
from time to time under the Range Resources Corporation 401(k) Plan & Trust (the
"Plan") and of an indeterminate amount of interests in the Plan (the
"Interests") under the Company"s Registration Statement on Form S-8 filed with
the Securities and Exchange Commission (the "Commission") on December 30, 1998.
In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the Registration Statement, (ii) the
Certificate of Incorporation of the Company, as filed with the Secretary of
State of the State of Delaware, (iii) the Bylaws of the Company, (iv) certain
minutes of meetings of, and resolutions adopted by, the Board of Directors of
the Company and the Company's stockholders authorizing the issuance and offering
of the Interests in the Plan and (v) the Plan.
We have assumed that (i) all information contained in all documents we
reviewed is true, correct and complete, (ii) all signatures on all documents we
reviewed are genuine, (iii) all documents submitted to us as originals are true
and complete, (iv) all documents submitted to us as copies are true and complete
copies of the originals thereof, and (v) all persons executing and delivering
the documents we examined were competent to execute and deliver such documents.
Based on the foregoing, and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Shares and the
Interests, when offered and issued by the Company pursuant to the terms of the
Plan, will be validly issued, fully paid and non-assessable.
HOUSTON DALLAS WASHINGTON, D.C. AUSTIN MOSCOW LONDON SINGAPORE
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Range Resources Corporation
December 30, 1998
Page 2
This opinion is limited in all respects to the laws of the Delaware
General Corporation Law and the federal laws of the United States of America.
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
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Exhibit 23.1
ARTHUR ANDERSEN
Arthur Andersen LLP
Suite 1800
200 Public Square
Cleveland, OH 44114
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in, or incorporated by reference,
in this registration statement.
/s/ ARTHUR ANDERSEN LLP
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Cleveland, Ohio
December 30, 1998
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration Statement of
Range Resources Corporation on Form S-8 of our report dated February 17, 1998 on
the consolidated financial statements of Domain Energy Corporation for the year
ended December 31, 1997 and incorporated by reference in Range's current Report
on Form 8-K dated September 9, 1998
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
December 24, 1998
