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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1999
REGISTRATION NO. 333-78231
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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 (I.R.S. employer identification no.)
or organization)
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)
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Copy to:
J. MARK METTS
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN
HOUSTON,TEXAS 77002-6760
TELEPHONE: (713) 758-2222
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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. [ ]
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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]
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH 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 SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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Information in this prospectus is not complete and may be changed. We may not
issue 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.
PROSPECTUS
SUBJECT TO COMPLETION, DATED SEPTEMBER 24, 1999
RANGE RESOURCES CORPORATION
$125,000,000
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
AND
GUARANTEES OF DEBT SECURITIES
We plan to offer and issue from time to time to the owners of
businesses, securities and/or assets we may acquire in the future in one or more
classes or series and in amounts with an aggregate initial offering price of up
to $125,000,000: (i) debt securities; (ii) common stock; (iii) preferred stock;
(iv) depositary shares relating to preferred stock; (v) warrants to purchase
debt securities, common stock or preferred stock; and (vi) guarantees of one or
more subsidiaries of Range of the payment of debt securities issued by Range.
The specific terms upon which we will issue these securities will be determined
by negotiation with the owners of the businesses, securities or assets we
acquire. We expect the securities we issue in an acquisition to be reasonably
related to prevailing market prices of such securities at or near the time we
enter an acquisition agreement or consummate the acquisition.
The terms of the common stock are described in this prospectus. This
prospectus also describes the terms of the debt securities, preferred stock,
depositary shares, warrants and guarantees of debt securities that are common to
all such securities. We will provide descriptions of the remaining terms of any
such securities in supplements to this prospectus prior to issuing those
securities.
We will pay all expenses of this offering. We will not pay underwriting
discounts or commissions in connection with issuing the securities in
acquisitions, although we may pay finder's fees in specific acquisitions. Any
person receiving a finder's fee may be deemed an underwriter within the meaning
of the Securities Act of 1933.
All of the shares of common stock offered by this prospectus may,
subject to certain conditions, also be offered and resold from time to time
pursuant to this prospectus by the persons who receive common stock in
acquisitions or exchanges.
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 THE PROSPECTUS ENTITLED "RISK
FACTORS" BEGINNING ON PAGE 4 TO UNDERSTAND THE RISKS THAT MAY BE ASSOCIATED WITH
THE PURCHASE OF OUR SECURITIES.
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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. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU
OTHERWISE.
The date of this prospectus is September __, 1999
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
About This Prospectus 3
Forward-Looking Statements 3
Range 3
Risk Factors 4
Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred
Stock Dividends 8
Transaction Terms 8
Description of Debt Securities 9
Description of Other Indebtedness 15
Description of Capital Stock 16
Description of Depositary Shares 17
Description of Warrants 19
Description of Guarantees 20
Selling Security Holders 21
Plan of Distribution 21
Legal Matters 21
Experts 22
Where You Can Find More Information 22
</TABLE>
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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, offer and
issue any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $125,000,000. In addition, all of
the shares of common stock offered by this prospectus may, subject to certain
conditions, also be offered and resold from time to time pursuant to this
prospectus by the persons who receive the common stock in acquisitions. This
prospectus provides you with a general description of the securities we may
offer and issue and the common stock that may be offered and sold by selling
security holders. Each time we issue securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
issuance. Each time a selling security holder sells common stock, we will
provide a prospectus supplement that contains specific information about the
identity of the selling security holder 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."
You should rely only on the information contained in this prospectus,
any prospectus supplement or any document that we have referred you to. We have
not authorized anyone to provide you with different information. We and the
selling security holders are only offering these securities in states where the
offer is permitted. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of those documents.
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 financing activities by purchasing term overriding
royalties in oil and gas properties.
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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.
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
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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 or 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 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.
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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.
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.
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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.
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
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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.
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.
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
dividends............................................... 1.7x 1.9x 2.7x (a) (a)
</TABLE>
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(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.
TRANSACTION TERMS
This prospectus covers up to $125,000,000 of our securities that we may
issue in connection with certain asset acquisitions, stock acquisitions,
mergers, consolidations or securities exchange offers. In addition, persons who
receive our securities pursuant to any of these transactions may resell those
securities under the Form S-4 shelf registration statement filed with this
prospectus. We expect that the terms of any transaction we engage in will be
determined through negotiations with and among the persons who are interested
parties in the transaction. The securities we issue for each transaction will be
valued at prices reasonably related to market prices either when the transaction
agreement is entered into or when we deliver the securities.
At the time we complete a definitive agreement for any transaction
described above, we will inform you of the transaction in a post-effective
amendment to our S-4 shelf registration statement or by a prospectus supplement.
At that time, we will disclose and describe, if applicable and available,
o The materials terms of the transaction;
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o Our rationale and motivation for the transaction;
o A comparison of the percentage of outstanding shares entitled to
vote on the transaction held by the directors, executive officers
and affiliates of us and the company we propose to engage in the
transaction with;
o Whether we or another party to the transaction must comply with any
federal or state regulatory requirements or whether any federal or
state regulatory agency must approve any material aspect of the
transaction;
o Whether dissenter's rights of appraisal exist for the proposed
transaction;
o Pro forma financial information based on the proposed transaction;
o Any material contracts with any other companies involved in the
transaction;
o The tax consequences of the transaction;
o The accounting treatment of the transaction;
o The company we acquire;
o Historical and pro forma book value, cash dividend and income (loss)
per share for the company we acquire;
o The market value of the securities of the company we acquire and the
market value of our securities as of the date preceding public
announcement of the transaction; and
o An explanation of any material differences between the rights of
securities holders of the company we may acquire and the rights of
holders of our securities.
In addition, we will deliver with the post-effective amendment or
prospectus supplement a copy of any proposed transaction agreement, a copy of
our latest 10-K and any other documents that are material to the proposed
transaction.
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.
A prospectus supplement and a supplemental indenture relating to any
series of debt securities being issued will include specific terms relating to
the transaction. 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;
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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;
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
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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 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 securities, whether
or not subordinated debt securities, will generally have a junior position to
the creditors of Range's subsidiaries.
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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 if:
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 suspension 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;
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;
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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;
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;
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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 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:
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
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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 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
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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 exchanges 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 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.
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 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.
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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, 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.
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.
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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 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.
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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 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.
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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 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 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;
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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 SECURITY HOLDERS
In general, the persons to whom we issue securities under this
prospectus will be able to resell those securities in the public markets without
further registration and without being required to deliver a prospectus.
However, certain persons who receive large blocks of our securities may want to
resell those securities in distributions that would require the delivery of a
prospectus. This prospectus may be used for those resales. However, no person
who receives the securities covered by this prospectus will be authorized to use
this prospectus for an offer of such securities without first obtaining our
consent. We may limit our consent to a specified time period and subject to
certain limitations and conditions, which may vary by agreement, we will provide
the information identifying any people reselling securities acquired under this
prospectus and will disclose information about them and the securities they are
reselling in a supplement to this prospectus as may then be required by the
Securities Act of 1933 and the rules of the SEC.
PLAN OF DISTRIBUTION
ISSUANCE OF SECURITIES BY RANGE
We may issue from time to time up to a total of $125,000,000 worth of
(i) debt securities; (ii) common stock; (iii) preferred stock; (iv) depositary
shares relating to preferred stock; (v) warrants to purchase debt securities,
common stock or preferred stock; and (vi) guarantees of one or more subsidiaries
of Range of the payment of debt securities issued by Range to the owners of
businesses, securities (including classes or series of securities of Range or
its subsidiaries) and/or assets we may acquire in the future. The specific terms
upon which we will issue these securities will be determined by negotiation with
the owners of the businesses, securities or assets we acquire. We expect the
securities we issue in an acquisition to be reasonably related to prevailing
market prices of such securities at or near the time we enter an acquisition
agreement or consummate the acquisition.
SALES OF SECURITIES BY SELLING SECURITY HOLDERS
We will not receive any of the proceeds from the resale of the
securities by selling security holders. The selling security holders may resell
all of a portion of the securities beneficially owned by them on any exchange or
market on which the securities are listed or quoted, on terms to be determined
at the times of such sales. The selling security holders also may make private
sales directly or through a broker. Alternatively, any of the selling security
holders may offer securities issued under this prospectus through underwriters,
dealers or agents, who may receive compensation in the form of underwriting
discounts, commissions or concessions from the selling security holders.
The specific amount of the securities being offered or sold, the names
of the selling security holders, the purchase prices and public offering prices,
the name of any agent, dealer or underwriter, and any applicable commissions or
discounts with respect to a particular offer or sale will be set forth in an
accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement.
To comply with state securities laws, the securities covered by this
prospectus will be sold in certain jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the securities may
not be sold at all unless they have been offered or qualified for sale in those
states or an exemption from the registration or qualification requirement is
available.
The selling security holders and any brokers, dealers, agent or
underwriters that participate with the selling security holders in the
distribution of the securities offered hereby may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, and any commissions or
discounts received by them and any profit on the resale of the securities sold
under this prospectus and purchased by them may be deemed to be underwriting
commissions or discounts.
We and the selling security holders may agree to indemnify each other
against certain liabilities arising under the Securities Act of 1933. We may pay
all expenses related to the offer and sale of the securities they sell under
this prospectus, other than selling commissions and fees.
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.
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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
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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.
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 ben 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
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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 21. EXHIBITS
There are filed with this Registration Statement the following
exhibits:
EXHIBIT
NUMBER Description
1.1* -- Form of Equity Underwriting Agreement.
1.2* -- Form of Debt Securities Underwriting Agreement
3.1 -- Certificate of Incorporation dated March 24, 1980
(incorporated by reference to Range's Registration
Statement (No. 33-31558)
3.2 -- Certificate of Amendment of Certificate of Incorporation
dated July 22, 1981 (incorporated by reference to Range's
Registration Statement (No. 33-31558))
3.3 -- Certificate of Amendment of Certificate of Incorporation
dated September 8, 1982 (incorporated by reference to
Range's Registration Statement (No. 33-31558))
3.4 -- Certificate of Amendment of Certificate of Incorporation
dated July 22, 1981 (incorporated by reference to Range's
Registration Statement (No. 33-31558))
3.5 -- Certificate of Amendment of Certificate of Incorporation
dated August 31, 1989 (incorporated by reference to
Range's Registration Statement (No. 33-31558))
3.6 -- Certificate of Amendment of Certificate of Incorporation
dated May 30, 1991 (incorporated by reference to Range's
Registration Statement (No. 333-20257))
3.7 -- Certificate of Amendment of Certificate of Incorporation
dated November 20, 1992 (incorporated by reference to
Range's Registration Statement (No. 333-20257))
3.8 -- Certificate of Amendment of Certificate of Incorporation
dated May 24, 1996 (incorporated by reference to Range's
Registration Statement (No. 333-20257))
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3.9 -- Certificate of Amendment of Certificate of Incorporation
dated October 2, 1996 (incorporated by reference to Range's
Registration Statement (No. 333-20257))
3.10 -- Restated Certificate of Incorporation as required by Item
102 of Regulation S-T (incorporated by reference to Range's
Registration Statement (No. 333-20257))
3.11 -- Certificate of Amendment of Certificate of Incorporation
dated August 25, 1998 (incorporated by reference to Range's
Registration Statement (No. 333-62439))
3.12 -- Amended and Restated By-Laws of Range (incorporated by
reference to Range's Registration Statement (No. 33-31558))
4.1 -- Certificate of Incorporation of Range, as amended
(incorporated by reference to Exhibits 3.1 through 3.11)
4.2 -- Amended and Restated By-Laws of Range (incorporated by
reference to Exhibit 3.12)
4.3** -- Form of Indenture between Range and one or more
commercial banks to be named, as trustee.
4.4* -- Form of Senior Debt Security.
4.5* -- Form of Subordinated Debt Security.
4.6* -- Form of Deposit Agreement.
4.7* -- Form of Depositary Receipt.
4.8* -- Form of Warrant Agreement.
4.9* -- Form of Warrant Certificate.
4.10* -- Form of Guarantee.
4.11 -- Specimen certificate of Lomak Petroleum, Inc. (incorporated
by reference to the Company's Registration Statement
(No. 333-20257)).
4.12 -- Certificate of Trust of Lomak Financing Trust
(incorporated by reference to the Company's Registration
Statement (No. 333-43823)).
4.13 -- Amended and Restated Declaration of Trust of Lomak
Financing Trust dated as of October 22, 1997 by The Bank of
New York (Delaware) and the Bank of New York as Trustees
and Lomak Petroleum, Inc. as Sponsor (incorporated by
reference to the Company's Registration Statement (No.
333-43823)).
25
<PAGE> 28
4.14 -- Indenture dated as of October 22, 1997, between Lomak
Petroleum, Inc. and The Bank of New York (incorporated by
reference to the Company's Registration Statement (No.
333-43823)).
4.15 -- First Supplemental Indenture dated as of October 22,
1997, between Lomak Petroleum, Inc. and The Bank of New
York (incorporated by reference to the Company's
Registration Statement (No. 333-43823)).
4.16 -- Form of 5 3/4% Preferred Convertible Securities (included
in Exhibit 4.5 above).
4.17 -- Form of 5 3/4% Convertible Junior Subordinated
Debentures (included in Exhibit 4.7 above).
4.18 -- Convertible Preferred Securities Guarantee Agreement
dated October 22, 1997, between Lomak Petroleum, Inc., as
Guarantor, and The Bank of New York as Preferred Guarantee
Trustee (incorporated by reference to the Company's
Registration Statement (No. 333- 43823)).
4.19 -- Common Securities Guarantee Agreement dated October 22,
1997, between Lomak Petroleum, Inc., as Guarantor, and The
Bank of New York as Common Guarantee Trustee. (incorporated
by reference to the Company's Registration Statement No.
333-43823)).
4.20 -- Purchase and Sale Agreement between Cometra Energy, L.P.
and Cometra Production Company, L.P., as seller, and Lomak
Petroleum, Inc., as buyer, dated December 31, 1996,
including First Amendment to Purchase and Sale Agreement,
dated January 10, 1997 (incorporated by reference to the
Company's Registration Statement (No. 333- 20257)).
4.21 -- Purchase and Sale Agreement between Rockland, L.P., as
seller, and Lomak Petroleum, Inc., as buyer, dated
December 31, 1996 (incorporated by reference on the
Company's Registration Statement (No. 333-20257)).
4.22 -- Form of Trust Indenture relating to the Senior
Subordinated Notes due 2007 between Lomak Petroleum, Inc.,
and Fleet National Bank as trustee (incorporated on the
Company's Registration Statement (No. 333-20257)).
4.23 -- Purchase and Sale Agreement dated as of September 8, 1997
by and among Cabot Oil & Gas Corporation, Cranberry
Pipeline Corporation, Big Sandy Gas Company, and Lomak
Petroleum, Inc. (incorporated by reference to Form 10-K
dated March 20, 1998).
4.24 -- Agreement and Plan of Reorganization dated December 5, 1997
between Arrow Operating Company, Kelly W. Hoffman and L .S.
Decker and Lomak Petroleum, Inc. (incorporated by
reference to the Company's Registration Statement
(No. 333-43823)).
26
<PAGE> 29
5.1** -- Form of opinion of Vinson & Elkins L.L.P. as to the
legality of the securities to be registered.
10.1 -- Incentive and Non-Qualified Stock Option Plan dated
March 13, 1989 (incorporated by reference to the Company's
Registration Statement (No. 33-31558)).
10.2 -- Advisory Agreement dated September 29, 1988 between
Lomak and SOCO (incorporated by reference to the Company's
Registration Statement (No. 33-31558)).
10.3 -- 401(k) Plan Document and Trust Agreement effective
January 1, 1989 (incorporated by reference to the Company's
Registration Statement (No. 33-31558)).
10.4 -- 1989 Stock Purchase Plan (incorporated by reference to the
Company's Registration Statement (No. 33-31558)).
10.5 -- Form of Directors Indemnification Agreement (incorporated
by reference to the Company's Registration Statement
(No. 333-47544)).
10.6 -- 1994 Outside Directors Stock Option Plan (incorporated by
reference to the Company's Registration Statement
(No. 33-47544)).
10.7 -- 1994 Stock Option Plan (incorporated by reference to the
Company's Registration Statement (No. 33-47544)).
10.8 -- $400,000,000 Credit Agreement Among Lomak Petroleum, Inc.,
as Borrower, and the Several Lenders from Time to Time
parties Hereto, including Bank One, Texas, N.A. as
Administrative Agent, The Chase Manhattan Bank, as
Syndication Agent, and Nationsbank of Texas, N.A., as
Documentation Agent (incorporated by reference to Form
10-K dated February 7, 1997).
10.9 -- Registration Rights Agreement dated October 22, 1997, by
and among Lomak Petroleum, Inc., Lomak Financing Trust,
Morgan Stanley & Co. Incorporated, Credit Suisse First
Boston, Forum Capital markets L.P. and McDonald Company
Securities, Inc., (incorporated by reference to the
Company's Registration Statement (No. 333-43823)).
10.10 -- Amendment to the Lomak Petroleum, Inc., 1989 Stock
Purchase Plan, as amended (incorporated by reference to the
Company's Registration Statement (No. 333-44821)).
10.11 -- 1997 Stock Purchase Plan (incorporated by reference to the
Company's Registration Statement (No. 333-44821)).
10.12 -- 1997 Stock Purchase Plan, as amended (incorporated by
reference to the Company's Registration Statement
(No. 333-44821)).
27
<PAGE> 30
10.13 -- Fourth Amendment to $400,000,000 Credit Agreement dated
January 27, 1999 (incorporated by reference to Form 10-K
dated March 15, 1999).
10.14 -- Second Amended and Restated 1996 Stock Purchase and Option
Plan for Key Employees of Domain Energy Corporation and
Affiliates (incorporated by reference to the Company's
Registration Statement (No. 333-62439)).
10.15 -- Domain Energy Corporation 1997 Stock Option Plan for
Nonemployee Directors (incorporated by reference to the
Company's Registration Statement (No. 333-62439)).
10.16 -- Employment Agreement, dated August 25, 1998, between the
Company and Michael V. Ronca (incorporated by reference to
Form 10-K dated March 15, 1999).
10.17 -- Credit Agreement, dated as of June 7, 1996, between Domain
the Finance Corporation and Compass Bank-Houston (including
First and the Second Amendment thereto) (incorporated by
reference to Exhibit 10.3 of Domain Energy Corporation's
Registration Statement on Form S-1 filed with the
Commission on April 4, 1997 and Exhibit 10.3 of Amendment
No. 1 to Domain Energy Corporation's Registration Statement
on Form S-1 filed with the Commission on May 21, 1997)
(File No. 333-24641).
12.1 -- Computation of Ratios of Earnings to Fixed Charges and
Earnings to Fixed Charges and Preferred Stock Dividends
(incorporated by reference to Range's registration
statement on Form S-3, filed as of April 22, 1999).
21.1 -- Subsidiaries of the Registrant (incorporated by reference
to Form 10-K dated March 15, 1999) .
23.1+ -- Consent of Arthur Andersen LLP.
23.2** -- Consent of Vinson & Elkins L.L.P. (included in the
opinion filed as Exhibit 5.1 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.
- -----------
+ Filed herewith.
* To be filed.
** Previously filed.
ITEM 22. UNDERTAKINGS
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
28
<PAGE> 31
(ii) 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
(iii) 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;
(2) 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;
(3) 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.
(4) 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.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(6) That every prospectus: (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes 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 such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(7) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.
(8) To supply by means of a post-effective amendment all required
information concerning a transaction, and the company being acquired involved
therein, that was not the subject of and included in the registration statement
when it became effective.
(9) 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 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.
(10) 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.
29
<PAGE> 32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 5 to Registration Statement on
Form S-4 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 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
* 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. 5 to Registration Statement on Form S-4 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> 33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants has duly caused this Amendment No. 5 to Registration Statement on
Form S-4 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
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-4 has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director, Chief Executive Officer and September 24, 1999
- --------------------------------
John H. Pinkerton President (principal executive officer)
/s/ Thomas W. Stoelk Director and Senior Vice President - September 24, 1999
- --------------------------------
Thomas W. Stoelk Finance (principal financial and
accounting officer)
* 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-4 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> 34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Amendment No. 5 to Registration Statement on Form S-4 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> 35
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
23.1 Consent of Independent Public Accountants
</TABLE>
<PAGE> 1
EXHIBIT 23.1
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Suite 1800
200 Public Square
Cleveland, OH 44114
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report (and to all reference to our Firm) incorporated by reference in this
registration statement.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
September 24, 1999
