<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1999
REGISTRATION NO. 333-76837
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
PRE-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------
RANGE RESOURCES CORPORATION
Range Operating Company Range Gas Company
Range Production Company Lomak Financing Trust
Buffalo Oilfield Services, Inc. RRC Operating Company
Range Energy Services Company Range Energy Ventures Corporation
Range Resources Development Company Gulfstar Energy, Inc.
Range Energy I, Inc. Gulfstar Seismic, Inc.
Range Gathering & Processing Company
(exact name of registrants as specified in their charters)
<TABLE>
<S> <C>
DELAWARE 34-1312571
OHIO 34-1198756
DELAWARE 75-1722213
OHIO 34-1458616
DELAWARE 75-2423912
DELAWARE 34-1772901
DELAWARE 52-1996729
DELAWARE 52-2016991
DELAWARE 52-2016989
DELAWARE __________
OHIO 34-1570492
DELAWARE 76-0405733
DELAWARE 76-0328570
DELAWARE 76-0428570
(state or jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
1311
(Primary Standard Industrial
Classification Code Number)
JOHN H. PINKERTON
500 THROCKMORTON STREET 500 THROCKMORTON STREET
FORT WORTH, TEXAS 76102 FORT WORTH, TEXAS 76102
(817) 870-2601 (817) 870-2601
(Address, including zip code, (Name, address, including zip code,
and telephone number, including area code, and telephone number, including
of Registrant's principal executive offices) area code, of agent for service)
</TABLE>
-----------------
Copy to:
J. Mark Metts
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston,Texas 77002-6760
Telephone: (713) 758-2222
-----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this registration statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
<PAGE> 2
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, please check
the following box. [X]
---------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON THE DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 3
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 24, 1999
PROSPECTUS
RANGE RESOURCES CORPORATION
$125,000,000
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
GUARANTEES OF DEBT SECURITIES
AND
6,221,343 SHARES
OF
COMMON STOCK
---------------
Range Resources Corporation ("Range") may offer and sell from time to
time in one or more classes or series and in amounts, at prices and on terms
that we will determine at the time of the offering, with an aggregate initial
offering price of up to $125,000,000:
o debt securities;
o common stock;
o preferred stock;
o depositary shares relating to preferred stock of Range;
o warrants to purchase debt securities, common stock or
preferred stock; and
o guarantees of one or more subsidiaries of Range of the
payment of debt securities issued by Range.
In addition, selling stockholders of Range identified in this
prospectus may offer and sell from time to time up to 6,221,343 shares of Range
common stock. We will provide specific terms of the securities to be sold by
Range or the selling stockholders in supplements to this prospectus.
Our common stock trades on the New York Stock Exchange under the symbol
"RRC."
You should read this prospectus and any supplement carefully before you
invest. IN PARTICULAR, READ THE SECTION OF THIS PROSPECTUS ENTITLED "RISK
FACTORS" BEGINNING ON PAGE 4 TO UNDERSTAND THE RISKS THAT MAY BE ASSOCIATED WITH
PURCHASE OF OUR SECURITIES.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
This prospectus is dated September __, 1999
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
About This Prospectus 3
Forward-Looking Statements 3
Range 3
Risk Factors 4
Use of Proceeds 9
Ratios of Earnings to Fixed Charges and Earnings
to Fixed Charges and Preferred Stock Dividends 10
Description of Debt Securities 10
Description of Other Indebtedness 18
Description of Capital Stock 20
Description of Depositary Shares 22
Description of Warrants 23
Description of Guarantees 26
Selling Stockholders 26
Plan of Distribution 27
Legal Matters 29
Experts 29
Where You Can Find More Information 29
</TABLE>
2
<PAGE> 5
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission (the "SEC") using a "shelf" registration
process. Under this shelf process, we may, over the next two years, sell any
combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of $125,000,000. This prospectus provides
you with a general description of the securities we may offer. Selling
stockholders of Range may also use this prospectus to sell up to 6,221,343
shares of our common stock that they hold. Each time we sell securities, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering. Each time a selling stockholder sells common stock, we
will provide a prospectus supplement that contains specific information about
the identity of the selling stockholder and the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information."
FORWARD-LOOKING STATEMENTS
In this prospectus, we make forward-looking statements. We cannot
assure you that the plans, intentions or expectations upon which our
forward-looking statements are based will occur. Our forward-looking statements
are subject to risks, uncertainties and assumptions, including those discussed
elsewhere in this prospectus and the documents that are incorporated by
reference into this prospectus. Some of the risks which could affect our future
results and could cause results to differ materially from those expressed in our
forward-looking statements include:
o the volatility of oil and natural gas prices;
o the uncertainty of estimates of oil and natural gas reserves;
o the impact of competition;
o difficulties encountered during the exploration for and
production of oil and natural gas;
o the difficulties encountered in delivering oil and natural gas to
commercial markets;
o changes in customer demand;
o the uncertainty of our ability to attract capital;
o changes in the extensive government regulations regarding the oil
and natural gas business; and
o compliance with environmental regulations.
The information contained in this prospectus, including the information
set forth under the heading "Risk Factors," identifies additional factors that
could affect our operating results and performance. We urge you to carefully
consider those factors.
Our forward-looking statements are expressly qualified in their
entirety by this cautionary statement.
RANGE
Range is an independent oil and gas company operating in the following
core areas of operation: the Appalachian, Permian, Midcontinent and Gulf Coast
regions. Range seeks to build value through a balanced approach of low-risk
development and acquisition, higher-risk exploitation and exploration and
producer financing. Through its Independent Producer Finance ("IPF") subsidiary,
Range engages in producer activities by purchasing term overriding royalties in
oil and gas properties.
3
<PAGE> 6
In pursuing this strategy, Range has concentrated its activities in
selected geographic areas. In each core area, we have established operating,
engineering, geoscience, marketing and acquisition expertise. At December 31,
1998, Range had combined proved reserves totaling 796 Bcfe, having a pre-tax
present value at constant prices on that date of $555 million. On an Mcfe basis,
the reserves are 80% natural gas, are 80% operated by Range and have a reserve
life index in excess of 13 years. The reserve life index is a measure of the
estimated life of our reserves and is calculated by dividing the proven reserves
at the end of a year by the production during that year. The after-tax present
value ("standardized measure") of the Company's reserves at December 31, 1998
was $517 million.
In August 1998, the stockholders of Lomak Petroleum, Inc. ("Lomak")
approved the acquisition via merger (the "Merger") of Domain Energy Corporation
("Domain"). As a result of the Merger, Domain became a wholly-owned subsidiary
of Lomak. Simultaneously, Lomak stockholders approved changing our name to Range
Resources Corporation. Range's common stock is listed on the New York Stock
Exchange under the symbol "RRC." Our executive offices and operating
headquarters are located at 500 Throckmorton Street, Fort Worth, Texas 76102,
and our telephone number at those offices is (817) 870-2601.
RISK FACTORS
In addition to the other information in this prospectus, you should
carefully consider and evaluate all of the information relating to the following
risk factors.
OIL AND GAS PRICES ARE VOLATILE AND EXTENDED DECLINES IN OIL AND GAS PRICES CAN
AFFECT OUR BUSINESS.
Historically the markets for oil and gas have been volatile and are
likely to continue to be volatile in the future. Prices for oil and gas are
subject to a variety of factors beyond our control. These factors include:
o weather conditions in the United States and elsewhere;
o economic conditions in the United States and elsewhere;
o actions of the Organization of Petroleum Exporting Countries
("OPEC");
o governmental regulation;
o political stability in the Middle East and elsewhere;
o the supply and demand of oil and gas;
o the price of foreign imports; and
o the availability and prices of alternative fuel sources.
Any substantial prices of and demand for oil and gas would impact many
aspects of our business such as:
o our revenues, cash flows and earnings;
o the value of our oil and gas properties;
o our ability to maintain or increase our borrowing capacity;
o our ability to obtain additional capital to finance our
operations and the cost of that capital; and
o the profit or loss we incur in exploring for and developing our
reserves.
4
<PAGE> 7
Volatile oil and gas prices make it difficult to estimate the value of
producing properties we may acquire and also make it difficult for us to budget
for and project the return on acquisitions and development and exploitation
projects.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON RESERVE INFORMATION BECAUSE RESERVE
INFORMATION REPRESENTS ESTIMATES.
This prospectus contains estimates of our oil and gas reserves and the
future net revenues from those reserves which we and our independent petroleum
consultants have prepared. Reserve engineering is a subjective process of
estimating our recovery from underground accumulations of oil and gas that
cannot be measured in an exact manner. The accuracy of our reserve estimates is
a function of the quality of available data and of engineering and geological
interpretation and judgment. Estimates of our economically recoverable oil and
gas reserves and of future net cash flows necessarily depend upon a number of
variable factors and assumptions, such as
o historical production from the area compared with production from
other producing areas;
o the assumed effects of regulations by governmental agencies; and
o assumptions concerning future oil and gas prices, future
operating costs, severance and excise taxes, development costs
and costs to restore or increase production on a producing well.
Because reserve estimates are to some degree speculative, our estimates
of
o the quantities of oil and gas that we ultimately recover;
o our production and operation costs;
o the amount of timing of our future development expenditures; and
o our future oil and gas sales prices
may all vary from those assumed in our estimates and such variances may be
material. Any significant variance in these assumptions could materially affect
the estimated quantity and value of our reserves reported in this prospectus. In
addition, different reserve engineers may make different estimates of reserve
quantities and cash flows based upon the same available data.
WE MAY BE UNABLE TO REPLACE RESERVES WHICH WE HAVE PRODUCED.
Our future success depends upon our ability to find or acquire
additional oil and gas reserves that are economically recoverable. Our proved
reserves will decline as they are produced unless we conduct successful
exploration or development activities or acquire properties containing proved
reserves. We must do this even during periods of low oil and gas prices when it
is difficult to raise the capital necessary to finance these activities. We
cannot assure you that our planned development projects and acquisition
activities will result in significant additional reserves and that we will drill
productive wells at economic returns. The drilling of oil and gas wells involves
a high degree of risk, especially the risk of dry holes or of wells that are not
sufficiently productive to provide an economic return on the capital expended to
drill the wells. The cost of drilling, completing and operating well is
uncertain, and our drilling or production may be curtailed or delayed as a
result of many factors.
RISKS ASSOCIATED WITH OUR IPF PROGRAM MAY AFFECT OUR REVENUES.
Our Independent Producer Finance ("IPF") program involves an up-front
cash payment for the purchase of a term overriding royalty interest through
which we receive an agreed upon share of revenues from identified properties.
The producer's obligation to deliver these revenues to us is nonrecourse to the
producer. The producer generally is not liable to us for any failure to meet its
payment obligation unless the producer fails to operate prudently, there is a
title
5
<PAGE> 8
failure or certain other events within the producer's control occur.
Consequently, our ability to realize successful investments through our producer
finance business is subject to our ability to estimate accurately the volumes of
recoverable reserves from which the applicable production payment is to be
discharged and the operator's ability to recover these reserves. Because our
interest constitutes a property interest, if a producer is declared bankrupt or
insolvent, our interest would be outside of the reach of the producer's
creditors. However, if a creditor, the producer as debtor-in-possession or a
trustee for the producer in a bankruptcy proceeding were to argue successfully
that the transaction should be characterized as a loan, we may have only a
creditor's claim for repayment of the amounts advanced. Our ownership in these
production payments is a non-operating interest. As a result, our ownership of
these production payments should not expose us to liability resulting from the
ownership of direct working interests, such as environmental liabilities and
liabilities for personal injury or death or property damage. Finally, the
producer's obligation to deliver a specified share of revenues to us is subject
to the ability of the burdened reserves to produce such revenues. As a result,
we bear the risk that future revenues we receive will be insufficient to
amortize the purchase price we paid for the interest or to provide any
investment return to us.
OUR DEVELOPMENT AND EXPLORATION RISKS MAY INCREASE AS WE INCREASE OUR
DEVELOPMENT AND EXPLORATION ACTIVITIES.
We intend to increase our development and exploration activities.
Exploration drilling, and to a lesser extent development drilling, involve a
high degree of risk that we might not obtain commercial production or that the
production will be insufficient to recover our drilling and completion costs.
The cost of drilling, completing and operating wells is uncertain. Our drilling
operations may be curtailed, delayed or canceled as a result of numerous
factors, including
o title problems,
o weather conditions,
o compliance with governmental requirements and
o shortages or delays in the delivery of equipment.
Furthermore, completion of a well does not assure us a profit on our investment
or the recovery of our drilling, completion and operating costs.
OUR FUTURE ACQUISITIONS MAY BE SUBJECT TO RISKS ARISING FROM OWNERSHIP OF REAL
PROPERTY.
We intend to continue acquiring oil and gas properties. It generally is
not feasible for us to review in detail every individual property we acquire.
Ordinarily, our review efforts are focused on the higher-valued properties.
However, even a detailed review of all properties and records may not reveal
existing or potential problems nor will it permit us to become sufficiently
familiar with the properties to assess fully their deficiencies and
capabilities. We do not always inspect every well we acquire, and environmental
problems, such as groundwater contamination, are not necessarily observable even
when we do perform an inspection.
WEATHER, UNEXPECTED SUBSURFACE CONDITIONS AND OTHER UNFORSEEN OPERATING HAZARDS
MAY ADVERSELY IMPACT OUR OIL AND GAS ACTIVITIES.
The oil and gas business involves a variety of operating risks such as
o unexpected formations or pressures which may require a well to be
re-drilled or other corrective action to be taken,
o uncontrollable flows of oil, gas, brine or well fluids into the
environment, and
o blowouts, cratering, fires, explosions, pipeline ruptures or
spills.
6
<PAGE> 9
The occurrence of any of these events could result in
o personal injuries,
o loss of life,
o property or equipment damage,
o environmental pollution,
o suspension of operations, and
o substantial financial losses.
Although we carry insurance which we believe is reasonable, we are not fully
insured against all risks. We do not carry business interruption insurance.
Losses and liabilities arising from uninsured or under-insured events could have
a material adverse effect on our financial condition and results of operations.
From time to time, due primarily to contract terms, pipeline
interruptions or weather conditions, the producing wells in which we own an
interest have been subject to production curtailments. The curtailments vary
from a few days to several months. In most cases, we are provided only limited
notice as to when production will be curtailed and the duration of such
curtailments.
Certain of our properties are located offshore in the Gulf of Mexico
and are subject to a variety of operating risks peculiar to the marine
environment, such as hurricanes or other adverse weather conditions. Offshore
operations are also subject to more extensive governmental regulation.
WE MAY NOT HAVE PRODUCTION TO OFFSET HEDGES; BY HEDGING, WE MAY NOT BENEFIT FROM
PRICE INCREASES.
Part of our business strategy is to reduce our exposure to the
volatility of oil and gas prices by hedging a portion of our production. We
enter into short positions through fixed price swaps or options. We do not
generally trade directly utilizing NYMEX futures. Our hedges have in the past
involved fixed price arrangements and other price arrangements at a variety of
prices, floors and caps. We may in the future enter into oil and natural gas
futures contracts, options and swaps.
Our hedging activities are subject to a number of risks including
instances in which
o our production is less than we expected,
o there is a widening of price differentials between delivery
points required by fixed price delivery contracts to the extent
they differ from those points to which we typically deliver our
production, or
o our customers or the counterparties to our futures contracts fail
to purchase or deliver the contracted quantities of oil or
natural gas.
Additionally, our fixed price sales and hedging contracts limit the benefits we
will realize if actual prices rise above the contract prices. We may in the
future increase the percentage of our production covered by hedging
arrangements.
7
<PAGE> 10
COMPLIANCE WITH ENVIRONMENTAL AND OTHER GOVERNMENT REGULATIONS COULD BE COSTLY
AND COULD NEGATIVELY IMPACT PRODUCTION.
Our operations are subject to numerous laws and regulations governing
the operation and maintenance of our facilities and the discharge of materials
into the environment or otherwise relating to environmental protection. These
laws and regulations may
o require that we acquire permits before commencing drilling,
o restrict the substances that can be released into the environment
in connection with drilling and production activities,
o limit or prohibit drilling activities on protected areas such as
wetlands or wilderness areas, or
o require remedial measures to mitigate pollution from former
operations, such as plugging abandoned wells.
Under these laws and regulations, we could be liable for personal
injury and clean-up costs and other environmental and property damages, as well
as administrative, civil and criminal penalties. We maintain limited insurance
coverage for sudden and accidental environmental damages. We do not believe that
insurance coverage for environmental damages that occur over time is available
at a reasonable cost. Moreover, we do not believe that insurance coverage for
the full potential liability that could be caused by sudden and accidental
environmental damages is available at a reasonable cost. Accordingly, we may be
subject to liability or we may be required to cease production from properties
in the event of environmental damages.
OUR CHAIRMAN HAS A BUSINESS INTEREST IN ANOTHER OIL AND GAS COMPANY THAT COULD
COMPETE WITH OUR BUSINESS.
Our Chairman, Thomas J. Edelman, is also the Chairman, President and
Chief Executive Officer of Patina Oil & Gas Company ("Patina"), a publicly
traded oil and gas company. We currently have no existing business relationships
with Patina, and Patina does not own any of our securities. However, as a result
of Mr. Edelman's position in Patina, conflicts of interests may arise between
Patina and us. We have board policies that require Mr. Edelman to give us
notification of any potential conflicts that may arise between Patina and us. We
cannot assure you that we will not compete with Patina for the same acquisition
or encounter other conflicts of interest.
WE FACE A THREAT OF BUSINESS DISRUPTION FROM THE YEAR 2000 ISSUE.
The year 2000 issue refers to the inability of computer and other
information technology systems to properly process date and time information,
stemming from the outdated programming practice of using two digits rather than
four to represent the year in a date. The consequence of the year 2000 issue is
that computer and embedded processing systems are at risk of malfunctioning,
particularly during the transition from 1999 to 2000. The effects of the year
2000 issue are exacerbated by the interdependence of computer and
telecommunications systems throughout the world. This interdependence also
exists among Range and our vendors, customers and business partners, as well as
with regulators in the United States.
Our operations are highly dependent on automation. The risks to us
associated with the year 2000 issue fall into three general areas:
o failure of our financial and administrative systems which could
result in our receiving incorrect information upon which we base
decisions;
o failure of the embedded systems which control our highly
automated production facilities; and
o failure of our suppliers and purchasers to correct their year
2000 problems.
8
<PAGE> 11
Please read our most recently filed Annual Report on Form 10-K and Quarterly
Report on Form 10-Q, both of which are incorporated by reference into this
prospectus, for a discussion of our preparedness with respect to year 2000
issues.
USE OF PROCEEDS
Unless we specify otherwise in the applicable prospectus supplement,
the net proceeds from the sale of securities we offer will be used for general
corporate purposes, which may include:
o repaying debt;
o redeeming or repurchasing securities of Range or any subsidiary;
o providing working capital; and
o funding expenditures, including paying for exploration,
development and acquisitions.
We may temporarily invest the net proceeds we receive from any offering of
securities or use the net proceeds to repay short-term debt until we can use
them for their stated purposes. We will not receive any of the proceeds from the
sale of common stock that the selling stockholders offer.
9
<PAGE> 12
RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
Our consolidated ratios of earnings to fixed charges and earnings to
fixed charges and preferred stock dividends for each of the periods indicated
are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges ............................ 2.0x 2.1x 3.6x (a) (a)
Ratio of earnings to fixed charges and preferred stock 1.7x 1.9x 2.7x (a) (a)
dividends .....................................................
</TABLE>
(a) Our historical earnings for the years ended December 31, 1997 and 1998 were
insufficient to cover our fixed charges. The amounts of the deficiencies were
$35.2 million and $229.6 million in 1997 and 1998, respectively, for the ratio
of earnings to fixed charges and $37.5 million and $232.0 million, respectively,
for the ratio of earnings to fixed charges and preferred stock dividends.
These ratios are based on continuing operations. "Earnings" is determined by
adding:
o income before income taxes, and
o fixed charges, net of interest capitalized.
"Fixed charges" consist of interest (whether expensed or capitalized) and that
portion of rentals considered to be representative of the interest factor.
"Fixed charges and preferred stock dividends" represent fixed charges (as
described above) and preferred stock dividend requirements of Range.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be issued under an indenture between us and a
trustee chosen by us. The trustee for each series of debt securities will be
identified in the applicable prospectus supplement.
The following description highlights the general terms and provisions
of the debt securities. The summary is not complete. When debt securities are
offered in the future, the prospectus supplement will explain the particular
terms of those securities and the extent to which these general provisions may
apply.
The form of the indenture has been filed as an exhibit to the
registration statement and you should read the indenture for provisions that may
be important to you. Capitalized terms used in the summary have the meanings
specified in the indenture.
GENERAL
Any debt securities we offer will be our direct, unsecured general
obligations. The debt securities will be either senior debt securities or
subordinated debt securities. The senior debt securities will rank equally with
all of our other senior and unsubordinated debt. The subordinated debt
securities will have a junior position to all of our Senior Indebtedness.
The indenture does not limit the aggregate principal amount of debt
securities that can be issued. The debt securities may be issued in one or more
series as may be authorized from time to time by Range.
10
<PAGE> 13
A prospectus supplement and a supplemental indenture relating to any
series of debt securities being offered will include specific terms relating to
the offering. These terms will include some or all of the following:
o the title of the debt securities;
o the total principal amount of the debt securities;
o the dates on which the principal and premium, if any, of the debt
securities will be payable;
o the interest rate (or method of determining the rate) which the
debt securities will bear and the interest payment dates for the
debt securities;
o the place where we will pay (or the method of payment of)
principal, premium and interest on the debt securities;
o any optional redemption periods and prices;
o whether we will issue the debt securities in registered or bearer
form;
o any special provisions relating to bearer securities or global
securities representing individual bearer securities;
o any sinking fund or other provisions that would obligate us to
repurchase or otherwise redeem the debt securities;
o any rights of the holders of the debt securities to convert or
exchange the debt securities into or for other securities or
property and the terms and conditions of the conversion or
exchange;
o the denominations in which we will issue the debt securities, if
other than $1,000 and any integral multiple thereof;
o the manner in which we will determine the amounts of principal,
premium or interest payments on the debt securities if these
amounts may be determined by reference to an index or based on a
formula;
o if prior to maturity the actual principal amount of the debt
securities payable at maturity is not determinable, the manner in
which we will determine the deemed principal amount of the debt
securities payable at maturity;
o any changes or additions to the defeasance or discharge
provisions;
o the currency in which we will pay principal, premium and interest
on the debt securities if other than the United States dollar;
o if other than the entire principal amount, the portion of the
principal amount of the debt securities (a) payable if the
maturity of the debt securities is accelerated or (b) provable in
bankruptcy;
o any provisions relating to any security provided for the debt
securities;
o any change in or addition to the events of default;
o whether we will issue the debt securities in the form of global
securities and the terms and conditions of the global securities;
11
<PAGE> 14
o any trustees, authenticating or paying agents, transfer agents or
registrars with respect to the debt securities;
o any change or addition to the covenants, definitions or to the
provisions relating to our consolidation, merger, sale or
conveyance of assets;
o the terms of any guarantee of the debt securities;
o any subordination provisions relating to the debt securities;
o the dates for certain required reports to the trustee relating to
debt securities which do not bear interest; and
o any other terms of the debt securities.
The indenture does not limit the amount of debt securities that may be
issued. The indenture allows debt securities to be issued up to the principal
amount that may be authorized by us.
We may issue debt securities at a discount below their stated principal
amount. Even if we do not issue the debt securities below their stated principal
amount, for United States federal income tax purposes the debt securities may be
deemed to have been issued with a discount because of certain interest payment
characteristics. We will describe in a prospectus supplement the United States
federal income tax considerations applicable to debt securities issued at a
discount or deemed to be issued at a discount. We will also describe in a
prospectus supplement the special United States federal income tax
considerations or other restrictions or terms applicable to debt securities
issuable in bearer form, offered exclusively to foreigners or denominated in a
foreign currency.
DENOMINATIONS, REGISTRATION, TRANSFER AND PAYMENT
Range may issue the debt securities in registered form without coupons,
in bearer form with or without coupons or in the form of one or more global
securities, as described below under the heading "Global Securities." Unless
specified by us otherwise in the prospectus supplement, registered securities
denominated in U.S. dollars will be issued only in denominations of $1,000 or
any integral multiple of $1,000. Global securities will be issued in a
denomination equal to the total principal amount of outstanding debt securities
of the series represented by the global security. The denomination of debt
securities denominated in a foreign or composite currency will be described in a
prospectus supplement. If debt securities are issuable as bearer securities,
certain special limitations and considerations, which will be described in a
prospectus supplement, will apply.
You may present registered securities for exchange or transfer at the
corporate trust office of the trustee or at any other office or agency
maintained by us for such purpose, without payment of any service charge except
for any tax or governmental charge. Bearer securities will be transferable only
by delivery. We will describe the specific terms for the exchange of bearer
securities in a prospectus supplement.
Range will pay principal and any premium and interest on registered
securities at the corporate trust office of the trustee or at any other office
or agency maintained by us for such purpose. Range may choose to make any
interest payment on a registered security (a) by check mailed to the address of
the holder as such address shall appear in the register or (b) if provided in
the prospectus supplement, by wire transfer to an account maintained by the
holder as specified in the register. Range will make interest payments to the
person in whose name the debt security is registered at the close of business on
the day specified by Range. We will make no payment of principal, premium or
interest on bearer securities at any of our offices or agencies in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States.
GLOBAL SECURITIES
We may issue the debt securities in whole or in part in the form of one
or more global securities. A global security is a security, typically held by a
depositary, that represents the beneficial interests of a number of purchasers
of
12
<PAGE> 15
such security. We may issue the global securities in either registered or bearer
form and in either temporary or permanent form. We will deposit global
securities with the depositary identified in the prospectus supplement. Unless
it is exchanged in whole or in part for debt securities in definitive form, a
global certificate may generally be transferred only as a whole unless it is
being transferred to certain nominees of the depositary.
We will describe the specific terms of the depositary arrangement with
respect to a series of debt securities in a prospectus supplement. We expect
that the following provisions will generally apply to depositary arrangements.
After we issue a global security, the depositary will credit on its
book-entry registration and transfer system the respective principal amounts of
the debt securities represented by such global security to the accounts of
persons that have accounts with such depositary ("participants"). The
underwriters or agents participating in the distribution of the debt securities
will designate the accounts to be credited. If we offer and sell the debt
securities directly or through agents, either we or our agents will designate
the accounts. Ownership of beneficial interests in a global security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in the global security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the depositary and its participants.
We and the trustee will treat the depositary or its nominee as the sole
owner or holder of the debt securities represented by a global security. Except
as set forth below, owners of beneficial interests in a global security will not
be entitled to have the debt securities represented by such global security
registered in their names, will not receive or be entitled to receive physical
delivery of such debt securities in definitive form and will not be considered
the owners or holders of the debt securities. The laws of some States require
that certain purchasers of securities take physical delivery of the securities.
Such laws may impair the ability to transfer beneficial interests in a global
security.
Principal, any premium and any interest payments on debt securities
represented by a global security registered in the name of a depositary or its
nominee will be made to such depositary or its nominee as the registered owner
of such global security.
We expect that the depositary or its nominee, upon receipt of any
payments, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of the global security as shown on the depositary's or its nominee's
records. We also expect that payments by participants to owners of beneficial
interest in the global security will be governed by standing instructions and
customary practices, as is the case with the securities held for the accounts of
customers registered in "street names" and will be the responsibility of such
participants.
If the depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by Range within ninety
days, Range will issue individual debt securities in exchange for such global
security. In addition, Range may at any time in its sole discretion determine
not to have any of the debt securities of a series represented by global
securities and, in such event, will issue debt securities of such series in
exchange for such global security.
None of Range, the trustee or any paying agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such global
security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests. No such person will be liable for any delay
by the depositary or any of its participants in identifying the owners of
beneficial interests in a global security, and Range, the trustee and any paying
agent may conclusively rely on instructions from the depositary or its nominee
for all purposes.
SUBORDINATION
Debt securities may be subordinated to Senior Indebtedness to the
extent set forth in the applicable prospectus supplement. Range currently
conducts substantially all its operations through subsidiaries, and, subject to
the terms of any guarantee that may be entered into in connection with the
issuance of a series of debt securities, the holders of debt
13
<PAGE> 16
securities, whether or not subordinated debt securities, will generally have a
junior position to the creditors of Range's subsidiaries.
Under the indenture, payment of the principal, interest and any premium
on the subordinated debt securities will generally be subordinated and junior in
right of payment to the prior payment in full of all debt of Range designated as
"Senior Indebtedness." Upon distribution of Range's assets to our creditors or
upon the liquidation or dissolution of Range or in a bankruptcy or similar
proceedings relating to Range or its property, holders of our Senior
Indebtedness will be entitled to receive payment in full in cash before the
holders of the subordinated debt securities can receive any payment with respect
to the subordinated debt securities. The indenture also provides that no payment
of principal, interest and any premium on the subordinated indebtedness
securities may be made in the event:
o we fail to pay the principal, interest or any premium on any
senior indebtedness within any applicable grace period, or
o any other default on Senior Indebtedness occurs and the maturity
of the Senior Indebtedness is accelerated.
Additionally, if we otherwise have a default with respect to Senior
Indebtedness and the maturity of the Senior Indebtedness could be accelerated as
a result of such default, then the representatives of the holders of such
indebtedness that has been designated as "Designated Senior Indebtedness" may
require that we suspend any payment on the subordinated debt securities for a
period of 180 days. Not more than one blockage period may occur in any
consecutive 360-day period.
Senior Indebtedness means our indebtedness that is designated as such
by our board of directors or in a supplemental indenture at the time that the
terms of the subordinated debt are established. The indenture will not limit the
amount of Senior Indebtedness that we may incur.
By reason of the subordination, in the event of Range's insolvency, our
creditors who are holders of senior indebtedness, as well as certain general
creditors, may recover more, ratably, than the holders of the subordinated debt
securities.
CONSOLIDATION, MERGER OR SALE OF ASSETS
The indenture generally permits a consolidation or merger between us
and another corporation or other entity. It also permits the sale or lease by us
of all or substantially all of our property and assets. If this happens, the
remaining or acquiring corporation or other entity shall assume all of our
responsibilities and liabilities under the indenture including the payment of
all amounts due on the debt securities and performance of the covenants in the
indenture.
We are only permitted to consolidate or merge with or into any other
entity or sell all or substantially all of our assets according to the terms and
conditions of the indenture. The remaining or acquiring entity will be
substituted for us in the indenture with the same effect as if it had been an
original party to the indenture. Thereafter, the successor entity may exercise
our rights and powers under the indenture, in our name or in its own name. Any
act or proceeding required or permitted to be done by our board of directors or
any of our officers may be done by the board or officers of the successor
entity. If we consolidate or merge with or into any other entity or sell all or
substantially all of our assets, we shall be released from all our liabilities
and obligations under the indenture and under the debt securities.
MODIFICATION OF INDENTURE
We may modify the indenture, without prior notice to or consent of any
holders, for any of the following purposes:
o to evidence the succession of another person to our rights and
the assumption by the successor of our covenants and obligations
in the indenture and the debt securities;
14
<PAGE> 17
o to add to the covenants for the benefit of the holders of the
debt securities or to surrender any right or power conferred upon
us in the indenture;
o to add any events of default;
o to cure any ambiguity, defect or inconsistency, to secure the
debt securities, or to make any change that does adversely affect
the rights of any holders;
o to modify or amend the indenture to permit the qualification of
the indenture or any supplemental indenture under the Trust
Indenture Act;
o to add to or change any provision of the indenture to provide
that bearer securities may be registerable as to principal, to
change or eliminate any restrictions on the payment of principal
or premium with respect to registered securities or of principal,
premium or interest with respect to bearer securities, or to
permit registered securities to be exchanged for bearer
securities, so long as any such action does not adversely affect
the interests of the holders of debt securities nor permit or
facilitate the issuance of debt securities of any series in
uncertificated form;
o to comply with the provisions of the indenture relating to
consolidations, mergers and sales of assets;
o in the case of subordinated debt securities, to make any change
in the provisions of the indenture relating to subordination that
would limit or terminate the benefits available to any holder of
senior debt under such provisions;
o to add guarantees for any or all of the debt securities or to
secure any or all of the debt securities;
o to make any change that does not adversely affect the rights of
any holder;
o to add to, change or eliminate any provision of the indenture, so
long as any such addition, change or elimination will (a) neither
apply to any debt security of any series created prior to the
modification which is entitled to the benefit of the provision
nor modify the rights of the holders of any such debt security
with respect to the provision or (b) become effective only when
there is no debt security outstanding;
o to evidence and provide for a successor or other trustee with
respect to the debt securities of one or more series and to add
to or change any provision of the indenture to provide for or
facilitate the administration of the indenture by more than one
trustee;
o to establish the form or terms of debt securities and coupons of
any series; and
o to provide for uncertificated debt securities in addition to or
in place of certificated debt securities.
We may modify and amend the indenture with the written consent of at
least a majority in principal amount of the outstanding debt securities of each
series affected by the modifications or amendments; provided, however, that such
modifications may not, without the consent of the holder of each outstanding
debt security of each series affected thereby:
o reduce the percentage in principal amount of debt securities of
any series whose holders must consent to an amendment;
o reduce the rate of or extend the time for payment of interest on
any debt security or coupon or reduce the amount of any payment
to be made with respect to any coupon;
o reduce the principal of or extend the stated maturity of any debt
security;
15
<PAGE> 18
o reduce the premium payable upon the redemption of any debt
security or change the time at which any debt security may or
shall be redeemed;
o make any debt security or coupon payable in a currency other than
that stated in the debt security;
o in the case of any subordinated debt security or related coupons,
make any change in the subordination provisions of the indenture
that adversely affects the rights of any holder under the
provisions;
o release any security that may have been granted with respect to
the debt securities;
o impair the right of a holder of debt securities to receive
payment of principal of and interest on such holder's debt
securities on or after the due dates therefor or to institute
suit for the enforcement of or with respect to such holder's debt
securities;
o make any change in the provisions of the indenture relating to
waivers of defaults or amendments that require unanimous consent;
o change any obligation of Range provided for in the indenture to
pay additional interest with respect to bearer securities; or
o limit the obligation of Range to maintain a paying agency outside
the United States for payment on bearer securities or limit the
obligation of Range to redeem certain bearer securities.
EVENTS OF DEFAULT
"Event of Default", with respect to any series of debt securities,
means any of the following:
o failure to pay interest on any debt security of that series for
30 days;
o failure to pay the principal or any premium on any debt security
of that series when due;
o failure to deposit any sinking fund payment when due;
o failure to comply with the provisions of the indenture relating
to consolidations, mergers and sales of assets;
o failure to perform any other covenant with respect to that series
in the indenture that continues for 90 days after being given
written notice;
o certain events in bankruptcy, insolvency or reorganization of
Range or a significant subsidiary that has guaranteed the payment
of such series of debt securities;
o the entry of a judgment in excess of $20 million against Range or
such significant subsidiary which is not covered by insurance and
not discharged, waived or stayed; or
o any other event of default included in the indenture or any
supplemental indenture.
An event of default for a particular series of debt securities does not
necessarily constitute an event of default for any other series of debt
securities issued under the indenture.
If an event of default relating to certain events in bankruptcy,
insolvency or reorganization of Range occurs and continues, the entire principal
of all the debt securities of all series will be due and payable immediately. If
any other event of default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the debt securities of the series may declare the entire principal of
all the debt securities
16
<PAGE> 19
of that series to be due and payable immediately. If this happens, subject to
certain conditions, the holders of a majority of the aggregate principal amount
of the debt securities of that series can void the declaration. The trustee may
withhold notice to the holders of debt securities of any default (except in the
payment of principal or interest or in the making of any sinking fund payment)
if it considers such withholding of notice to be in the interests of the
holders.
Other than its duties in case of a default, a trustee is not obligated
to exercise any of its rights or powers under the indenture at the request,
order or direction of any holders, unless the holders offer the trustee
reasonable indemnity. If they provide this reasonable indemnification, the
holders of a majority in principal amount of any series of debt securities may
direct the time, method and place of conducting any proceeding or any remedy
available to the trustee, or exercising any power conferred upon the trustee,
for any series of debt securities. No holder of any debt security can institute
any action or proceeding with respect to the indenture unless the holder gives
written notice of an event of default to the trustee, the holders of at least
25% in aggregate principal amount of the outstanding debt securities of the
applicable series shall have requested the trustee to institute the action or
proceeding and has appropriately indemnified the trustee, and the trustee has
failed to institute the action or proceeding within a specified time period.
SATISFACTION AND DISCHARGE OF THE INDENTURE; DEFEASANCE
Discharge. Except as described below, we will be discharged from our
obligations under the indenture with respect to any series of debt securities by
either paying the principal of, any premium and interest on all of the
outstanding debt securities of such series when due and payable or delivering to
the trustee all outstanding debt securities of such series for cancellation. We
will not be able to discharge the following obligations:
o the rights of holders of debt securities to receive payments of
principal, premium and interest, if any, when due;
o our obligation to issue temporary debt securities or to replace
mutilated, lost, destroyed or stolen debt securities;
o our obligation to maintain an office or agency for payments to
holders of debt securities; and
o the rights, powers, trusts, duties and immunities of the Trustee.
Legal Defeasance. We may be discharged from our obligations on the debt
securities of any series at any time if we deposit with the trustee sufficient
cash or government obligations to pay the principal of, any premium and interest
on the debt securities of that series to the stated maturity date or a
redemption date for the debt securities of that series. If that happens, payment
of the debt securities of such series may not be accelerated because of an event
specified as an event of default with respect to such debt securities, and the
holders of the debt securities of such series will not be entitled to the
benefits of the indenture, except for registration of transfer and exchange of
debt securities and replacement of lost, stolen or mutilated debt securities.
We may be discharged only if, among other things, we have delivered to
the trustee an opinion of counsel stating that we have received from the United
States Internal Revenue Service a ruling or, since the date of execution of the
indenture, there has been a change in the applicable federal income tax law, in
either case to the effect that the holders of the debt securities of that series
will not recognize income, gain or loss for federal income tax purposes as a
result of the defeasance.
Covenant Defeasance. We may omit to comply with certain restrictive
covenants contained in the indenture and any omission to comply with those
covenants will not constitute a default or event of default with respect to the
debt securities of any series. We may omit to comply with such covenants only
if, among other things:
17
<PAGE> 20
o we deposit with the trustee sufficient cash or government
obligations to pay the principal of, any premium and interest on
the debt securities of that series to the stated maturity date or
a redemption date for the debt securities of that series; and
o we deliver to the trustee an opinion of counsel to the effect
that the holders of the debt securities of the series will not
recognize income, gain or loss for federal income tax purposes as
a result of the covenant defeasance.
Effect of Discharge and Defeasance. Under federal income tax law as of
the date of this prospectus, a discharge may be treated as an exchange of the
related debt securities. Each holder might be required to recognize gain or loss
equal to the difference between the holder's cost or other tax basis for the
debt securities and the value of the holder's interest in the trust. Holders
might be required to include as income a different amount than would be
includable without the discharge. Prospective investors are urged to consult
their own tax advisors as to the tax consequences of a discharge, including the
applicability and effect of tax laws other than the federal income tax law.
THE TRUSTEE
We may appoint a separate trustee for any series of debt securities. We
may maintain banking and other commercial relationships with the trustee and its
affiliates in the ordinary course of business and the trustee may own debt
securities and serve as trustee under our other indentures.
GOVERNING LAW
The indenture and the debt securities will be governed by and construed
in accordance with the laws of the State of New York.
DESCRIPTION OF OTHER INDEBTEDNESS
CREDIT FACILITY
We maintain a $400 million revolving bank facility (the "Credit
Facility") with a syndication of 11 banks for which Bank One Texas, N.A. is the
administrative agent. The Credit Facility provides for a borrowing base, which
is subject to semi-annual redeterminations. At April 30, 1999, the borrowing
base on the facility was $385 million of which $16.9 million was available to be
drawn. Interest is payable quarterly and the loan matures in February 2003. A
commitment fee is paid quarterly on the undrawn balance at a rate of .25% to
.375% depending upon the percentage of the borrowing base not drawn. It is our
policy to extend the term period of the Credit Facility annually. Until amounts
under the Credit Facility are reduced to $300 million or the redetermined
borrowing base, the interest rate will be LIBOR plus 1.75% and increased to
LIBOR plus 2.0% on May 1, 1999. When outstanding amounts are reduced to levels
at or below $300 million or the redetermined borrowing base, the interest rate
on the Credit Facility will return to interest at prime rate or LIBOR plus .625%
to 1.125% depending on the percentage of borrowing base drawn. If amounts
outstanding under the Credit Facility exceed the higher of the redetermined
borrowing base or $300 million on August 31, 1999, then we will have 10 days to
repay any excess. At March 31, 1999, we classified $55.2 million of borrowings
under the Credit Facility as current to reflect an estimate of the amounts
outstanding that will be repaid during the next twelve months. The weighted
average interest rates on these borrowings were 7.3% and 6.8% for the year ended
December 31, 1997 and quarter ended March 31, 1999, respectively.
IPF CREDIT FACILITY
IPF has a $150 million revolving credit facility (the "IPF Facility")
with two banks for which Compass Bank is the agent and through which it finances
its activities. The IPF Facility matures July 1, 2001 at which time all amounts
owed thereunder are due and payable. The IPF Facility is secured by
substantially all of IPF's assets and is non-recourse to us. The Company has no
obligations or rights as to the IPF Facility. The borrowing base under the IPF
Facility is subject to redeterminations, which occur routinely during the year.
On April 30, 1999, the borrowing base on the IPF
18
<PAGE> 21
Facility was $56.5 million, which was fully drawn. As such, IPF has no capacity
to make any additional loans except through the use of operating cash inflows,
which occur routinely throughout any given month. The IPF Facility bears
interest at prime rate or interest at LIBOR plus a margin of 1.75% to 2.25% per
annum depending on the total amount outstanding. Interest expense during the
first quarter of 1999 amounted to $1.1 million and is included in IPF expenses
on the statement of income. IPF pays a commitment fee quarterly on the average
undrawn balance at a rate of 0.375% to 0.50%. Range has no obligations with
respect to the commitment fee. If an interest or commitment fee goes unpaid for
five days beyond a due date, the lenders may declare all obligations immediately
due and payable. The weighted average interest rate on these borrowings was 7.2%
on March 31, 1999.
8.75% NOTES
Our $125 million principal amount 8.75% Senior Subordinated Notes due
2007 (the "8.75% Notes") are not redeemable prior to January 15, 2002.
Thereafter, the 8.75% Notes are subject to redemption at our option, in whole or
in part, at redemption prices beginning at 104.375% of the principal amount and
declining to 100% in 2005. The 8.75% Notes are our unsecured general obligations
and are subordinated to all of our senior debt (as defined). The 8.75% Notes are
guaranteed on a senior subordinated basis by all of our subsidiaries and each
guarantor is our wholly owned subsidiary. The guarantees are full, unconditional
and joint and several.
6% DEBENTURES
Our $55 million principal amount 6% Convertible Subordinated Debentures
Due 2007 (the "Debentures") are convertible into shares of our Common Stock at
the option of the holder at any time prior to maturity. The Debentures are
convertible at a conversion price of $19.25 per share, subject to adjustment in
certain events. Interest is payable semi-annually. The Debentures will mature in
2007 and are not redeemable prior to February 1, 2000. The Debentures are our
unsecured general obligations subordinated to all of our senior indebtedness (as
defined). During the second quarter of 1999, approximately $3.6 million of the
Debentures were exchanged for 496,400 shares of Common Stock at the election of
the Debenture holders.
5.75% TRUST CONVERTIBLE PREFERRED SECURITIES
On October 16, 1997, we issued $120 million of 5 3/4% trust convertible
preferred securities (the "Convertible Preferred Securities") through a
newly-formed affiliate Lomak Financing Trust (the "Trust"). The Trust issued
2,400,000 shares of the Convertible Preferred Securities at $50 per share. Each
Convertible Preferred Security is convertible at the holder's option into 2.1277
shares of Common Stock, representing a conversion price of $23.50 per share.
During the second quarter of 1999, approximately $2.3 million of the Convertible
Preferred Securities were exchanged for 202,145 shares of Common Stock at the
election of the holders of the Convertible Preferred Securities.
The Trust invested the $120 million of proceeds in our 5 3/4%
convertible junior subordinated debentures (the "Junior Debentures"). In return,
we used the net proceeds from the issuance of the Junior Debentures to repay a
portion of our credit facility. The sole assets of the Trust are the Junior
Debentures. The Junior Debentures and the related Convertible Preferred
Securities mature on November 1, 2027. We and the Trust may redeem the Junior
Debentures and the Convertible Preferred Securities, respectively, in whole or
in part, on or after November 4, 2000. For the first twelve months thereafter,
redemptions may be made at 104.025% of the principal amount. This premium
declines proportionally every twelve months until November 1, 2007, when the
redemption price becomes fixed at 100% of the principal amount. If we redeem any
Junior Debentures prior to the scheduled maturity date, the Trust must redeem
Convertible Preferred Securities having an aggregate liquidation amount equal to
the aggregate principal amount of the Junior Debentures we redeem.
We have guaranteed the payments of distributions and other payments on
the Convertible Preferred Securities only if and to the extent that the Trust
has funds available. Our guarantee, when taken together with our obligations
under the Junior Debentures and related indenture and declaration of trust,
provide a full and unconditional guarantee of amounts due on the Convertible
Preferred Securities.
19
<PAGE> 22
DESCRIPTION OF CAPITAL STOCK
At August 6, 1999, our authorized capital stock consisted of:
o 10,000,000 shares of preferred stock, par value $1.00 per share,
of which 1,149,840 shares designated as $2.03 Convertible
Exchangeable Preferred Stock, Series C, were outstanding; and
o 50,000,000 shares of common stock, par value $.01 per share, of
which 37,156,103 shares were outstanding.
COMMON STOCK
Dividends. Common stockholders may receive dividends when declared by
the board of directors. Dividends may be paid in cash, stock or other form. In
certain cases, common stockholders may not receive dividends until we have
satisfied our obligations to any preferred stockholders. Certain of our debt
instruments restrict the payment of cash dividends. Voting Rights. Each share of
common stock is entitled to one vote in the election of directors and other
matters. Common stockholders are not entitled to cumulative voting rights.
Fully Paid. All outstanding shares of common stock are fully paid and
non-assessable. Any additional common stock we offer under this Prospectus and
issue will also be fully paid and non-assessable.
Other Rights. Common stockholders are not entitled to preemptive
rights. If we liquidate, dissolve or wind-up our business, either voluntarily or
not, common stockholders will share equally in the assets remaining after we pay
our creditors and preferred stockholders.
Listing. Our outstanding shares of common stock are listed on the New
York Stock Exchange under the symbol "RRC." Any additional common stock we issue
will also be listed on the NYSE.
PREFERRED STOCK
The following sets forth certain general terms and provisions of our
authorized serial preferred stock. If we offer preferred stock, the specific
designations and rights will be described in the prospectus supplement.
Our board of directors can, without approval of stockholders, issue one
or more series of serial preferred stock. The board can also determine the
number of shares of each series and the rights, preferences and limitations of
each series including the dividend rights, voting rights, conversion rights,
redemption rights and any liquidation preferences of any series of preferred
stock, the number of shares constituting each series and the terms and
conditions of issue.
One series of serial preferred stock, designated $2.03 Convertible
Exchangeable Preferred Stock, Series C, is currently outstanding. That series
has the following principal terms:
o Dividends. The $2.03 Convertible Preferred Stock bears an annual
dividend rate of $2.03 payable quarterly. If dividends have not
been paid on the $2.03 Convertible Preferred Stock, then we
cannot redeem or pay dividends on our common stock or other
shares of stock ranking junior to the $2.03 Convertible Preferred
Stock.
o Voting Rights. The holders of the $2.03 Convertible Preferred
Stock are entitled to one vote for each share owned.
Additionally, if dividends remain unpaid for six full quarterly
periods, or if any future class of preferred stockholders is
entitled to elect members of the board of directors based on
actual missed and unpaid dividends, the number of members of our
board of directors will be increased to such number as may be
necessary to entitle the holders of the $2.03 Convertible
Preferred Stock and such other future preferred stockholders,
voting as a single class, to elect one-third of the members of
the board of directors. No new serial preferred stock can be
created with rights superior to those of the $2.03 Convertible
Preferred Stock,
20
<PAGE> 23
as to dividends and liquidation rights, without the approval of
the holders of a majority of the Convertible Preferred Stock.
o Conversion. Each share is convertible into our common stock at a
conversion price of $9.50 per share, subject to adjustment under
certain circumstances. The conversion price will be reduced for a
limited period (but to not less than $5.21) if a change in
control or fundamental change of Range occurs at a time that the
market price of our common stock is less than the conversion
price.
o Exchange. Range may exchange the $2.03 Convertible Preferred
Stock for an aggregate of $28,750,000 principal amount of our
8.125% Convertible Subordinated Notes due December 31, 2005.
o Redemption. We can redeem shares of $2.03 Convertible Preferred
Stock at redemption prices declining from $26.00 in 1999 to
$25.00 per shares in 2003 and thereafter, plus cumulative unpaid
dividends.
o Liquidation. In any liquidation, dissolution or winding-up, a
holder of $2.03 Convertible Preferred Stock will be entitled to
receive a liquidation preference of $25.00 per share before any
distribution to the holders of our common stock.
CERTAIN PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND LAW
Certain provisions in our Certificate of Incorporation may have the
effect of encouraging persons considering unsolicited tender offers or other
unilateral takeover proposals to negotiate with our board of directors rather
than pursue non-negotiated takeover attempts. The Certificate of Incorporation
provides that, unless the board of directors has previously approved of the
transaction, certain mergers, consolidations, sales or leases of all or
substantially all of our assets with or to a party who owns (or whose affiliates
or associates own) 5% or more of a class of our stock require the affirmative
vote of the holders of at least 80% of our voting stock.
As a corporation organized under the laws of the State of Delaware, we
are subject to Section 203 of the General Corporation Law of the State of
Delaware which restricts certain "business combinations" between us and an
"interested stockholder" or that stockholder's affiliates or associates for a
period of three years following the date on which the stockholder becomes an
"interested stockholder." In general, the law defines an "interested
stockholder" as a stockholder owning 15% or more of our outstanding voting
stock. The law defines the term "business combination" to encompass a wide
variety of transactions with an interested stockholder including mergers,
consolidations, asset sales or other leases, transfers or exchanges of assets in
which the interested stockholder receives or could receive a benefit on other
than a pro rata basis with other stockholders. The restrictions do not apply if:
o prior to an interested stockholder becoming such, our board of
directors approves either the business combination or the
transaction in which the stockholder becomes an interested
stockholder;
o upon consummation of the transaction in which the stockholder
becomes an interested stockholder, the interested stockholder
owns at least 85% of our voting stock outstanding at the time the
transaction commenced, subject to certain exceptions; or
o on or after the date an interested stockholder becomes such, the
business combination is both approved by our board of directors
and authorized at an annual or special meeting of our
stockholders (and not by written consent) by the affirmative vote
of at least 66 2/3% of the outstanding voting stock not owned by
the interested stockholder.
21
<PAGE> 24
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
We may, at our option, elect to offer fractional shares of serial
preferred stock, rather than full shares of serial preferred stock. If we do, we
will issue to the public receipts for depositary shares, and each of these
depositary shares will represent a fraction of a share of a particular series of
preferred stock. We will specify that fraction in the prospectus supplement.
The shares of any series of preferred stock underlying the depositary
shares will be deposited under a deposit agreement between us and a depositary
selected by us. The depositary will be a bank or trust company and will have its
principal office in the United States and a combined capital and surplus of at
least $50 million. Subject to the terms of the deposit agreement, each owner of
a depositary share will be entitled, in proportion to the applicable fractional
interest in shares of preferred stock underlying that depositary share, to all
the rights and preferences of the preferred stock underlying that depositary
share. Those rights include dividend, voting, redemption, conversion and
liquidation rights.
The depositary shares will be evidenced by depositary receipts issued
under the deposit agreement. We will issue depositary receipts to those persons
who purchase the fractional interests in the preferred stock underlying the
depositary shares, in accordance with the terms of the offering.
The following summary of the deposit agreement, the depositary shares
and the depositary receipts is not complete. You should refer to the forms of
the deposit agreement and depositary receipts that are filed as exhibits to the
registration statement.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of related depositary shares in proportion to the number of depositary shares
owned by those holders.
If we make a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the applicable holders.
REDEMPTION OF DEPOSITARY SHARES
Whenever we redeem shares of preferred stock that are held by the
depositary, the depositary will redeem, as of the same redemption date, the
number of depositary shares representing the shares of preferred stock so
redeemed. The redemption price per depositary share will be equal to the
applicable fraction of the redemption price per share payable with respect to
that series of the preferred stock. If fewer than all the depositary shares are
to be redeemed, the depositary will select the depositary shares to be redeemed
by lot or pro rata as determined by the depositary.
Depositary shares called for redemption will no longer be outstanding
after the applicable redemption date, and all rights of the holders of those
depositary shares will cease, except the right to receive any money, securities,
or other property upon surrender to the depositary of the depositary receipts
evidencing those depositary shares.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary shares
underlying that preferred stock. Each record holder of those depositary shares
on the record date (which will be the same date as the
22
<PAGE> 25
record date for the preferred stock) will be entitled to instruct the depositary
as to the exercise of the voting rights pertaining to the amount of the
preferred stock underlying that holder's depositary shares. The depositary will
try, as far as practicable, to vote the number of shares of preferred stock
underlying those depositary shares in accordance with those instructions, and we
will agree to take all action which the depositary deems necessary in order to
enable the depositary to do so. The depositary will not vote the shares of
preferred stock to the extent it does not receive specific instructions from the
holders of depositary shares underlying the preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
We and the depositary may amend the form of depositary receipt
evidencing the depositary shares and any provision of the deposit agreement at
any time. However, any amendment that materially and adversely alters the rights
of the holders of depositary shares will not be effective unless the amendment
has been approved by the holders of at least a majority of the depositary shares
then outstanding. The deposit agreement may be terminated by us or by the
depositary only if (a) all outstanding depositary shares have been redeemed or
(b) there has been a final distribution of the underlying preferred stock in
connection with our liquidation, dissolution or winding up and the preferred
stock has been distributed to the holders of depositary receipts.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. We will also
pay charges of the depositary in connection with the initial deposit of the
preferred stock and any redemption of the preferred stock. Holders of depositary
receipts will be required to pay transfer and other taxes and governmental
charges and such other charges as are expressly provided in the deposit
agreement to be for their accounts.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering a notice to us of
its election to do so. We may remove the depositary at any time. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of its appointment. We must appoint a successor
depositary within 60 days after delivery of the notice of resignation or
removal. The successor depositary must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50 million.
MISCELLANEOUS
The depositary will be required to forward to holders of depositary
receipts all reports and communications from us that we deliver to the
depositary and that we are required to furnish to the holders of the preferred
stock.
Neither we nor the depositary will be liable if either of us is
prevented or delayed by law or any circumstance beyond our control in performing
our respective obligations under the deposit agreement. Our obligations and
those of the depositary will be limited to performing in good faith our
respective duties under the deposit agreement. Neither we nor the depositary
will be obligated to prosecute or defend any legal proceeding relating to any
depositary shares or preferred stock unless satisfactory indemnity is furnished.
We and the depositary may rely upon written advice of counsel or accountants, or
upon information provided by persons presenting preferred stock for deposit,
holders of depositary receipts or other persons we believe to be competent and
on documents we believe to be genuine.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities ("debt warrants"),
preferred stock ("preferred stock warrants"), or common stock ("common stock
warrants," and collectively with the preferred stock warrants, the "stock
warrants". We may issue warrants independently or together with any other
securities we offer pursuant to a prospectus supplement and the warrants may be
attached to or separate from the securities. We will issue each series of
warrants
23
<PAGE> 26
under a separate warrant agreement that we will enter into with a bank or trust
company, as warrant agent. We will describe additional terms of the warrants and
the applicable warrant agreements in the applicable prospectus supplement.
DEBT WARRANTS
We will describe in the applicable prospectus supplement the terms of
the debt warrants being offered, the warrant agreement relating to the debt
warrants and the debt warrant certificates representing the debt warrants, which
may include the following:
o the title of the debt warrants;
o the price or prices at which the debt warrants will be issued;
o the aggregate number of the debt warrants;
o the designation and terms of the debt securities purchasable upon
exercise of the debt warrants, and the procedures and conditions
relating to the exercise of the debt warrants;
o the designation and terms of any related debt securities with
which the debt warrants are issued, and the number of the debt
warrants issued with each security;
o the date, if any, on and after which the debt warrants and the
related debt securities will be separately transferable;
o the principal amount of debt securities purchasable upon exercise
of each debt warrant, and the price at which the principal amount
of the debt securities may be purchased upon exercise;
o the date on which the right to exercise the debt warrants will
commence, and the date on which the right will expire;
o the maximum or minimum number of the debt warrants which may be
exercised at any time;
o whether the debt warrants represented by the debt warrant
certificates or debt securities that may be issued upon exercise
of the debt warrants will be issued in registered or bearer form;
o information with respect to book-entry procedures, if any;
o the currency or currency units in which the offering price, if
any, and the exercise price are payable;
o a discussion of the material United States federal income tax
considerations applicable to the exercise of the debt warrants;
o the antidilution provisions of the debt warrants, if any;
o the redemption or call provisions, if any, applicable to the debt
warrants; and
o any other terms of the debt warrants, including terms, procedures
and limitations relating to the exercise of the debt warrants.
Holders may exchange debt warrant certificates for new debt warrant
certificates of different denominations, and may exercise debt warrants at the
corporate trust office of the warrant agent or any other office indicated in the
applicable prospectus supplement. Prior to the exercise of their debt warrants,
holders of debt warrants will not have
24
<PAGE> 27
any of the rights of holders of the securities purchasable upon the exercise and
will not be entitled to payments principal, premium or interest on the
securities purchasable upon the exercise.
STOCK WARRANTS
We will describe in the applicable prospectus supplement the terms of
the preferred stock warrants or common stock warrants being offered, which may
include the following:
o the title of the warrants;
o the price or prices at which the warrants will be issued;
o the aggregate number of the warrants issued;
o the designation and terms of the preferred stock or common stock
for which the warrants are exercisable;
o if applicable, the designation and terms of the preferred stock
or common stock with which the warrants are issued and the number
of the warrants issued with each share of preferred stock or
common stock;
o if applicable, the date on and after which the warrants and the
related preferred stock or common stock will be separately
transferable;
o the number of shares of preferred stock or common stock
purchasable upon exercise of the warrants and the exercise price
of the warrants;
o the date on which the right to exercise the warrants will
commence, and the date on which the right will expire;
o the maximum or minimum number of the warrants which may be
exercised at any time;
o the currency or currency units in which the offering price, if
any, and the exercise price are payable;
o if applicable, a discussion of the material United States federal
income tax considerations applicable to the exercise of the
warrants;
o any antidilution provisions of the warrants;
o any redemption or call provisions applicable to the warrants; and
o any other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the
warrants.
EXERCISE OF WARRANTS
Each warrant will entitle the holder of the warrant to purchase for
cash at the exercise price set forth in the applicable prospectus supplement the
principal amount of debt securities or shares of preferred stock or common stock
being offered. Holders may exercise warrants at any time up to the close of
business on the expiration date set forth in the applicable prospectus
supplement. After the close of business on the expiration date, unexercised
warrants are void.
Holders may exercise warrants as set forth in the prospectus supplement
relating to the warrants being offered. Upon receipt of payment and the warrant
certificate properly completed and duly executed at the corporate trust office
of the warrant agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the debt securities or shares of
preferred stock or common stock purchasable upon the exercise of the warrant. If
less
25
<PAGE> 28
than all of the warrants represented by the warrant certificate are exercised,
we will issue a new warrant certificate for the remaining warrants.
DESCRIPTION OF GUARANTEES
One or more subsidiaries of Range may issue guarantees in connection
with debt securities offered by any prospectus supplement. The following summary
of certain provisions of the guarantees does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the provisions of the
form of guarantee that will be filed with the SEC in connection with the
offering of guarantees. Each guarantee will be issued pursuant to the indenture.
The prospectus supplement for a particular issue of debt securities will
describe the terms of the related guarantees, including the following:
o the series of debt securities to which the guarantees apply;
o whether the guarantees are secured or unsecured;
o whether the guarantees are conditional or unconditional;
o whether the guarantees are senior or subordinate to other
guarantees or debt;
o the terms under which the guarantees may be amended, modified,
waived, released or otherwise terminated, if different from the
provisions applicable to the guaranteed debt securities; and
o any additional terms of the guarantees.
SELLING STOCKHOLDERS
The following table contains information concerning the beneficial
ownership of the shares of common stock (the "Selling Stockholder Shares") to be
offered by the selling stockholders named below (the "Selling Stockholders") in
this offering. The shares of common stock to be offered by First Reserve Fund
VII, Limited Partnership ("Fund VII") were acquired in the Merger. The shares of
common stock to be offered by Baird, Patrick & Co., Inc. ("Baird") were issued
to Baird in exchange for (i) shares of 5 3/4% Trust Convertible Preferred
Securities issued by our subsidiary Lomak Financing Trust and (ii) our
outstanding 6% Convertible Subordinated Debentures.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED
PRIOR TO OFFERING NUMBER OF AFTER OFFERING
----------------- SHARES --------------
NAME NUMBER PERCENT BEING OFFERED NUMBER PERCENT
---- ------ ------- ------------- ------ -------
<S> <C> <C> <C> <C> <C>
First Reserve Fund VII, Limited Partnership(1) ... 5,522,798 14.7% 5,522,798 -- --
Baird, Patrick & Co., Inc. ....................... 698,545 1.9% 698,545 -- --
</TABLE>
- -----------------
(1) Fund VII is the direct owner of the securities. First Reserve GP VII, L.P.
("GP VII") assumed the debts and obligations of the general partner of Fund VII
from First Reserve Corporation, the general partner of Fund VII on July 6, 1998.
As a result, GP VII and its general partner First Reserve Corporation may be
deemed to be a beneficial owner of Fund VII's securities under the definition of
beneficial ownership set forth in Rule 13d-3(a) under the Securities Act.
26
<PAGE> 29
PLAN OF DISTRIBUTION
SECURITIES OFFERED BY RANGE
We may sell the offered securities within or outside the United States
(a) through agents, (b) through underwriters or dealers, or (c) directly to one
or more purchasers.
BY AGENTS
Offered securities may be sold through agents designated by us. Unless
otherwise indicated in the prospectus supplement, the agents will act on a best
efforts basis to solicit purchases for the period of their appointment.
BY UNDERWRITERS OR DEALERS
If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account. The underwriters may resell
the securities in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the securities will be
subject to certain conditions. Unless otherwise indicated in the prospectus
supplement, the underwriters will be obligated to purchase all the securities of
the series offered if any of the securities are purchased. Any initial public
offering price and any discounts or concessions allowed or re-allowed or paid to
dealers may be changed from time to time.
We may also sell the offered securities pursuant to one or more standby
agreements with one or more underwriters in connection with the call, redemption
or exchange of a specified class or series of any securities of Range. In a
standby agreement, the underwriter or underwriters would agree either:
o to purchase from Range up to the number of shares of common stock
that would be issuable upon conversion or exchange of all the
shares of the class or series of securities of Range at an agreed
price per share of common stock; or
o to purchase from Range up to a specified dollar amount of offered
securities at an agreed price per offered security, which price
may be fixed or may be established by formula or other method and
which may or may not relate to market prices of the common stock
or any other security of Range than outstanding.
The underwriter or underwriters would also agree, if applicable, to
convert or exchange any securities of the class or series held or purchased by
the underwriter or underwriters into or for common stock or other security of
Range. The underwriter or underwriters may assist in the solicitation of
conversions or exchanges by holders of the class or series of securities.
If dealers are used in the sale of offered securities with respect to
which this prospectus is delivered, we will sell the offered securities to the
dealers as principals. The dealers may then resell the offered securities to the
public at varying prices to be determined by the dealers at the time of resale.
The names of the dealers and the terms of the transaction will be set forth in
the prospectus supplement thereto.
DIRECT SALES; RIGHTS OFFERINGS
Offered securities may also be sold directly by us. In this case, no
underwriters or agents would be involved. We may sell offered securities upon
the exercise of rights which may be issued to our securityholders.
SELLING STOCKHOLDER SHARES
The Selling Stockholders may sell the Selling Stockholder Shares within
or outside the United States (a) through agents, (b) through underwriters or
dealers or (c) directly to one or more purchasers.
27
<PAGE> 30
The Selling Stockholder Shares may be sold in one or more transactions
at fixed prices, at the prevailing market price at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. The sale of
Selling Stockholder Shares may take place through transactions (which may
involve crosses or block transactions)
o on any national securities exchange or quotation service on which
the Selling Stockholder Shares are listed at the time of sale;
o in the over-the-counter market;
o in transactions otherwise than on an exchange or in the
over-the-counter market; or
o through the writing and exercise of options.
At the time of any offering of Selling Stockholder Shares, Range will
distribute a prospectus supplement, if required, providing the names of any
underwriters, brokers/dealers or agents, or discounts, commissions and other
terms. The Selling Stockholder Shares will be offered or sold in some
jurisdictions only through registered or licensed brokers or dealers. In
addition, the Selling Stockholder Shares may not be offered or sold in any
jurisdiction unless they have been registered or qualified for sale in that
jurisdiction or unless the Selling Stockholder complies with any exemption from
registration or qualification.
Range will pay all expenses of the registration of the Selling
Stockholder Shares except that the Selling Stockholders will pay all
underwriting discounts and selling commissions, if any.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution
of the securities we offer, and the Selling Stockholders as well as any
underwriters, dealers and agents that they use in the sale of the Selling
Stockholder Shares, may be underwriters as defined in the Securities Act of
1933, and any discounts or commissions they receive and any profit they make on
the resale of the offered securities may be treated as underwriting discounts
and commissions under the Securities Act of 1933. Any underwriters or agents
will be identified and their compensation described in a prospectus supplement.
Representatives of the underwriters through whom the offered securities
are sold for public offering and sale may engage in over-allotment, stabilizing
transactions, syndicate short covering transactions and penalty bids in
accordance with Regulation M under the Securities Exchange Act of 1934.
Over-allotment involves syndicate sales in excess of the offering size, which
creates a syndicate short position. Stabilizing transactions permit bids to
purchase the offered securities so long as the stabilizing bids do not exceed a
specified maximum. Syndicate covering transactions involve purchases of the
offered securities in the open market after the distribution has been completed
in order to cover syndicate short positions. Penalty bids permit the
representative of the underwriters to reclaim a selling concession from a
syndicate member when the offered securities originally sold by such syndicate
member are purchased in a syndicate covering transaction to cover syndicate
short positions. Such stabilizing transactions, syndicate covering transactions
and penalty bids may cause the price of the offered securities to be higher than
it would otherwise be in the absence of such transactions. These transactions
may be effected on a national securities exchange and, if commenced, may be
discontinued at any time.
We and the Selling Stockholders may have agreements with the
underwriters, dealers and agents to indemnify them against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribute with respect to payments which the underwriters, dealers or agents
may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
28
<PAGE> 31
The offered securities may or may not be listed on a national
securities exchange. Any underwriters or agents to or through whom the offered
securities are sold for public offering and sale may make a market in such
offered securities, but such underwriters or agents will not be obligated to do
so and may discontinue any market making at any time without notice. No
assurances can be given that there will be a market for the offered securities.
LEGAL MATTERS
Our legal counsel, Vinson & Elkins L.L.P., Houston, Texas or another
counsel named in the prospectus supplement, will pass upon certain legal matters
in connection with the offered securities. Any underwriters will be advised
about issues relating to any offering by their own legal counsel.
EXPERTS
Arthur Andersen LLP, independent public accountants, have audited our
financial statements for the year ended December 31, 1998 incorporated by
reference in this prospectus. These financial statements are incorporated by
reference herein in reliance upon their report and upon their authority as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http:// www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our
filings with the SEC are also available at the office of the New York Stock
Exchange. For more information on obtaining copies of our public filings at the
New York Stock Exchange, you should call (212) 656-5060.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we or the selling security holders sell all of the securities.
o Annual Report on Form 10-K for the year ended December 31, 1998,
dated March 15, 1999 (File No. 1-12209);
o Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, dated May 13, 1999 (File No. 1-12209);
o Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, dated August 12, 1999 (File No. 1-12209); and
o The description of Range's common stock contained in the
registration statement on Form 8-A, dated July 16, 1996 (File No.
1-12209).
You may request a copy of these filings (other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing) at no cost, by writing or telephoning us at the following address:
Range Resources Corporation
500 Throckmorton Street
Fort Worth, Texas 76102
Attention: Corporate Secretary
(817) 870-2601
29
<PAGE> 32
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 -- OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth those expenses to be incurred by the
registrant, Range Resources Corporation ("Range"), in connection with the
issuance and distribution of the securities being registered. Except for the SEC
registration fee, all amounts shown are estimates.
<TABLE>
<S> <C>
SEC registration fee .................................... $ 37,530
Accounting fees and expenses ............................ 25,000
Legal fees and expenses ................................. 150,000
Transfer agent's fees and expenses ...................... 10,000
Blue Sky fees and expenses, including counsel fees ...... 7,500
Fees of rating agencies ................................. 20,000
Listing fees ............................................ 15,000
Printing and engraving expenses ......................... 35,000
Miscellaneous ........................................... 10,000
--------
Total ................................................ $310,030
========
</TABLE>
ITEM 15 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes, among
other things, a corporation to indemnity any person ("indemnitee") who was or is
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that he acted in good faith and in a manner he
reasonably believes to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation may
indemnify past or present officers and directors of such corporation or of
another corporation or other enterprise at the former corporation's request, in
an action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if such person is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify him against the
expenses (including attorneys' fees) which he actually and reasonably incurred
in connection therewith. Section 145 further provides that any indemnification
shall be made by the corporation only as authorized in each specific case upon a
determination by the (i) stockholders, (ii) Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (iii) independent counsel if a quorum of disinterested
directors so directs. The indemnification pursuant to Section 145 is not
exclusive of other rights of indemnification to which a person may be entitled.
Section 145 of the DGCL also empowers Range to purchase and maintain
insurance on behalf of any person who is or was an officer or director of Range
against liability asserted against or incurred by him in any such capacity,
whether or not Range would have the power to indemnify such officer or director
against liability under the provisions of Section 145.
30
<PAGE> 33
Article SEVENTH, section (5) of Range's Certificate of Incorporation
provides:
Any former, present or future director, officer or employee of the
Company or the legal representative of any such director, officer or employee
shall be indemnified by the Company.
(a) against reasonable costs, disbursements and counsel fees
paid or incurred where such person has been successful on the merits or
otherwise in any pending, threatened or completed civil, criminal,
administrative or arbitrative action, suit or proceeding, and any
appeal therein and any inquiry or investigation which could lead to
such action, suit or proceeding, or in defense of any claim, issue or
matter therein, by reason of such person being or having been such
director, officer or employee, and
(b) with respect to any such action, suit, proceeding, inquiry
or investigation for which indemnification is not made under (a) above,
against reasonable costs, disbursements (which shall include amounts
paid in satisfaction of settlements, judgments, fines and penalties,
exclusive, however, of any amount paid or payable to the Company) and
counsel fees if such person also had no reasonable cause to believe the
conduct was unlawful, with the determination as to whether the
applicable standard of conduct was met to be made by a majority of the
members of the Board of Directors (sitting as a committee of the Board)
who were not parties to such inquiry, investigation, action, suit or
proceeding or by any one or more disinterested counsel to whom the
question may be referred to the Board of Directors; provided, however,
in connection with any proceeding by or in the right of the Company, no
indemnification shall be provided as to any person adjudged by any
court to be liable for negligence or misconduct except as and to the
extent determined by such court.
Article EIGHTH of Range's Certificate of Incorporation provides:
No director of the Company shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
form which the director derived an improper personal benefit. This paragraph
shall not eliminate or limit the liability of a director for any act or omission
occurring prior to the effective date of its adoption. If the General
Corporation Law of the State of Delaware is hereafter amended to authorize
corporate action further limiting or eliminating the personal liability of
directors, then the liability of a director to the Corporation shall be limited
or eliminated to the fullest extent permitted by the General Corporation Law of
the State of Delaware, as so amended from time to time. No repeal or
modification of this Article VIII, directly or by adoption of an inconsistent
provision of this Certificate of Incorporation, by the stockholders of the
Corporation shall be effective with respect to any cause of action, suit, claim
or other matter, but for this Article VIII, would accrue or arise prior to such
repeal or modification.
Article XII of Range's Bylaws provides that each director, officer,
employee and agent of Range shall be indemnified by Range to the fullest extent
permitted by Delaware law, including any changes in Delaware law adopted in the
future. All directors of Range have executed an indemnification agreement the
form of which was approved by stockholders at Range's 1994 annual stockholders
meeting.
Article XII of Range's Bylaws also allows Range to purchase liability
insurance for officers and directors and an insurance policy is currently in
place.
The preceding discussion of Range's Certificate of Incorporation,
Section 145 of the General Corporation Law of the State of Delaware, our Bylaws
and the indemnification agreements is not intended to be exhaustive and is
qualified in its entirety by the Certificate of Incorporation, the Bylaws,
Section 145 of the General Corporation Law of the State of Delaware, and the
indemnification agreements.
ITEM 16 -- EXHIBITS
There are filed with this Registration Statement the following
exhibits:
31
<PAGE> 34
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
1.1* -- Form of Equity Underwriting Agreement.
1.2* -- Form of Debt Securities Underwriting Agreement
4.1 -- Certificate of Incorporation dated March 24, 1980 (incorporated
by reference to Range's Registration Statement (No. 33-31558)
4.2 -- Certificate of Amendment of Certificate of Incorporation dated
July 22, 1981 (incorporated by reference to Range's Registration
Statement (No. 33-31558))
4.3 -- Certificate of Amendment of Certificate of Incorporation dated
September 8, 1982 (incorporated by reference to Range's
Registration Statement (No. 33-31558))
4.4 -- Certificate of Amendment of Certificate of Incorporation dated
July 22, 1981 (incorporated by reference to Range's Registration
Statement (No. 33-31558))
4.5 -- Certificate of Amendment of Certificate of Incorporation dated
August 31, 1989 (incorporated by reference to Range's
Registration Statement (No. 33-31558))
4.6 -- Certificate of Amendment of Certificate of Incorporation dated
May 30, 1991 (incorporated by reference to Range's Registration
Statement (No. 333-20257))
4.7 -- Certificate of Amendment of Certificate of Incorporation dated
November 20, 1992 (incorporated by reference to Range's
Registration Statement (No. 333-20257))
4.8 -- Certificate of Amendment of Certificate of Incorporation dated
May 24, 1996 (incorporated by reference to Range's Registration
Statement (No. 333-20257))
4.9 -- Certificate of Amendment of Certificate of Incorporation dated
October 2, 1996 (incorporated by reference to Range's
Registration Statement (No. 333-20257))
4.10 -- Restated Certificate of Incorporation as required by Item 102 of
Regulation S-T (incorporated by reference to Range's Registration
Statement (No. 333-20257))
4.11 -- Certificate of Amendment of Certificate of Incorporation dated
August 25, 1998 (incorporated by reference to Range's
Registration Statement (No. 333-62439))
4.12 -- Amended and Restated By-Laws of Range (incorporated by reference
to Range's Registration Statement (No. 33-31558))
4.13** -- Form of Indenture between Range and one or more commercial banks
to be named, as trustee.
4.14* -- Form of Senior Debt Security.
4.15* -- Form of Subordinated Debt Security.
4.16* -- Form of Deposit Agreement.
4.17* -- Form of Depositary Receipt.
4.18* -- Form of Warrant Agreement.
4.19* -- Form of Warrant Certificate.
4.20* -- Form of Guarantee.
5.1** -- Form of opinion of Vinson & Elkins L.L.P. as to the legality of
the securities to be registered.
5.2** -- Form of opinion of Vinson & Elkins L.L.P. as to the legality of
the securities to be registered.
12.1** -- Computation of Ratios of Earnings to Fixed Charges and Earnings
to Fixed Charges and Preferred Stock Dividends.
</TABLE>
32
<PAGE> 35
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
23.1 -- Consent of Arthur Andersen LLP.
23.2** -- Consent of Vinson & Elkins L.L.P. (included in the opinion filed
as Exhibits 5.1 and 5.2 to this Registration Statement).
24.1** -- Powers of Attorney of directors and officers of Range and
Subsidiary Guarantors.
25.1* -- Form T-1 Statement for Eligibility under Trust Indenture Act of
1933 of Trustee.
</TABLE>
- ------------------------
* To be filed.
** Previously filed.
ITEM 17--UNDERTAKINGS
The undersigned registrants hereby undertake:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; and
(3) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that clauses (1) and (2) above do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the registrants pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this registration statement;
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Range's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrants pursuant to the provisions described in Item 15 above or
otherwise, the registrants have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by the director, officer, or controlling
33
<PAGE> 36
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of the
issue.
The undersigned registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance
with the rules and regulations prescribed by the SEC under Section 305(b)(2) of
the Trust Indenture Act of 1939.
34
<PAGE> 37
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-3 and has duly caused this Amendment
No. 5 to Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Fort Worth, Texas, on September 24,
1999.
RANGE RESOURCES CORPORATION
By: /s/ John H. Pinkerton
--------------------------------
John H. Pinkerton
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to Registration Statement on Form S-3 has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*
- -------------------------------- Chairman and Chairman of the Board September 24, 1999
Thomas J. Edelman
/s/ John H. Pinkerton
- -------------------------------- Chief Executive Officer, President and September 24, 1999
John H. Pinkerton Director
*
- -------------------------------- Chief Operating Officer, and Director September 24, 1999
Michael V. Ronca
/s/ Thomas W. Stoelk
- -------------------------------- Chief Financial Officer and Senior Vice September 24, 1999
Thomas W. Stoelk President - Finance & Administration
*
- -------------------------------- Chief Accounting Officer and Vice September 24, 1999
Geoffrey T. Doke President and Controller
*
- -------------------------------- Director September 24, 1999
Robert E. Aikman
*
- -------------------------------- Director September 24, 1999
Allen Finkelson
*
- -------------------------------- Director September 24, 1999
Anthony V. Dub
*
- -------------------------------- Director September 24, 1999
Ben A. Guill
*
- -------------------------------- Director September 24, 1999
Jonathan S. Linker
</TABLE>
* The undersigned, by signing his name hereto, does sign and execute this
Amendment No.4 to Registration Statement on Form S-3 on September 24,
1999, pursuant to powers of attorney executed on behalf of the
above-named officers and directors and previously filed with the
Securities and Exchange Commission.
By: /s/ Thomas W. Stoelk
----------------------------
Thomas W. Stoelk
Attorney-in-Fact
<PAGE> 38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants certify that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 4 to Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Fort Worth, Texas, on September 24,
1999.
RANGE OPERATING COMPANY
RANGE PRODUCTION COMPANY
BUFFALO OILFIELD SERVICES, INC.
RANGE ENERGY SERVICES COMPANY
RANGE RESOURCES DEVELOPMENT COMPANY
RANGE ENERGY I, INC.
RANGE GATHERING & PROCESSING COMPANY
RANGE GAS COMPANY
RRC OPERATING COMPANY
RANGE ENERGY VENTURES CORPORATION
GULFSTAR ENERGY, INC.
GULFSTAR SEISMIC, INC.
By: /s/ John H. Pinkerton
-------------------------------------
John H. Pinkerton
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to Registration Statement on Form S-3 has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John H. Pinkerton
- ------------------------- Chief Executive Officer, President and September 24, 1999
John H. Pinkerton Director
/s/ Thomas W. Stoelk
- ------------------------- Chief Financial Officer and Senior Vice September 24, 1999
Thomas W. Stoelk President - Finance & Administration
*
- ------------------------- Director and Chief Operating Officer September 24, 1999
Michael V. Ronca
</TABLE>
* The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 5 to Registration Statement on Form S-3 on September 24,
1999, pursuant to powers of attorney executed on behalf of the
above-named officers and directors and previously filed with the
Securities and Exchange Commission.
By: /s/ Thomas W. Stoelk
----------------------------------
Thomas W. Stoelk
Attorney-in-Fact
<PAGE> 39
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 the filing on Form S-3 and has duly caused this
Amendment No. 5 to Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Fort Worth, State
of Texas, on September 24, 1999.
LOMAK FINANCING TRUST
By: /s/ John H. Pinkerton
--------------------------------
John H. Pinkerton, Trustee
By: /s/ Thomas W. Stoelk
--------------------------------
Thomas W. Stoelk, Trustee
<PAGE> 40
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
23.1 -- Consent of Independent Public Accountants
</TABLE>
<PAGE> 1
EXHIBIT 23.1
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report (and to all reference to our Firm) incorporated by reference in this
registration statement.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
September 24, 1999
