<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(MARK ONE)
{x} ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transaction period from ______________ to ______________________
Commission file number____________________________
RANGE RESOURCES CORPORATION
401(k) PLAN AND TRUST
500 THROCKMORTON STREET, FT. WORTH, TEXAS 76102
(Address of principal executive offices) (Zip Code)
<PAGE> 2
INDEPENDENT AUDITORS' REPORT
Range Resources Corporation 401(k) Plan
Hartville, Ohio
We have audited the financial statements of RANGE RESOURCES CORPORATION 401(K)
PLAN as of December 31, 1999 and 1998, and for the years then ended, as listed
in the accompanying index. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements, referred to above, of Range Resources
Corporation 401(k) Plan present fairly, in all material respects, the net assets
available for benefits of Range Resources Corporation Plan as of December 31,
1999 and 1998 and the changes in net assets available for benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audit of the Plan's financial statements was conducted for the purpose of
forming an opinion on the financial statements taken as a whole. The
supplemental schedule of assets held for investment purposes as of December 31,
1999 is presented for the purpose of additional analysis and is not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
MEADEN & MOORE, LTD.
Certified Public Accountants
June 2, 2000
Cleveland, Ohio
<PAGE> 3
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
Range Resources Corporation
401(k) Retirement Savings and Profit Sharing Plan
<TABLE>
<CAPTION>
December 31
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
Cash $ 10,891 $ 17,389
Receivable-Employer 889,170 613,598
-Employee 29,920 42,669
-Interest 1,604 --
---------- ----------
920,694 656,267
Investments:
Merrill Lynch Institutional Fund 27,096 14,037
Range Resources Corporation common stock 870,623 250,653
Merrill Lynch Retirement Preservation Trust 825,742 788,511
Aim Balanced Fund 10,649 800
Merrill Lynch Growth Fund Class D 444,694 383,565
Oppenheimer Global Growth 59,955 13
Merrill Lynch Corporate Bond Fund Intermediate Class D 432,157 468,415
Federated High Income Bond Fund Class A 15,334 1,708
Merrill Lynch Corporate Bond Fund Intermediate Class D-GM 5,232 26
Mass Investors Trust 13,214 1,074
Mass Investors Trust - GM 13,281 70
Aim Blue Chip Fund Class A 178,998 5,849
Davis New York Venture Fund 1,588,807 1,430,304
Merrill Lynch S&P 500 Index 558,565 265,063
Lord Abbett Development Growth Class P 85,931 73
Managers International Equity Fund 111 89
Gam International Fund Class A 105,834 103,851
Aim Income Fund Class A 2,160 12
Gam International Fund Class A-GM 15,065 74
Oppenheimer Global Fund 11,850 1,930
Alliance Quasar Fund Class A 9,573 2,959
Pioneer Growth Shares 39,953 3,544
MFS Capital Opportunity Fund Class A 6,681 2,054
Merrill Lynch Capital Fund Class D 1,944,976 2,110,087
Aim International Equity Fund 10,132 --
Aim Value Fund 194,591 --
Aim Equity Constellation Fund 11,222 --
Pimco Renaissance Fund Class A 12,626 --
Participant Loans 128,760 101,235
---------- ----------
7,623,812 5,935,996
---------- ----------
Total Assets 8,555,397 6,609,652
LIABILITIES -- --
---------- ----------
Net Assets Available for Benefits $8,555,397 $6,609,652
========== ==========
</TABLE>
See accompanying notes.
-2-
<PAGE> 4
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Range Resources Corporation
401(k) Retirement Savings and Profit Sharing Plan
<TABLE>
<CAPTION>
Years Ended December 31
1999 1998
---------- ----------
<S> <C> <C>
Additions to Net Assets Attributed to:
Contributions:
Employer $ 953,572 $ 620,545
Employee 958,977 912,833
Rollovers 26,593 138,369
---------- ----------
1,939,142 1,671,747
Investment Earnings:
Interest 10,474 37,926
Dividends 374,232 251,031
Realized gains (losses) (100,084) 40,267
Unrealized gains (losses) 414,804 (717,587)
---------- ----------
699,426 (388,363)
---------- ----------
Total Additions 2,638,568 1,283,384
Deductions from Net Assets Attributed to:
Withdrawals and terminations 638,664 398,057
Net loan activity 26,934 966
Other 5,310 --
Administrative expenses 21,915 44,915
---------- ----------
Total Deductions 692,823 443,938
---------- ----------
Increase (Decrease) before transfers 1,945,745 839,446
Asset transfers -- 74,927
Other -- (827)
---------- ----------
Net Increase 1,945,745 913,546
Net Assets Available for Benefits:
Beginning of Year 6,609,652 5,696,106
---------- ----------
End of Year $8,555,397 $6,609,652
========== ==========
</TABLE>
See accompanying notes.
-3-
<PAGE> 5
NOTES TO FINANCIAL STATEMENTS
Range Resources Corporation 401(k) Plan
December 31, 1999 and 1998
1. DESCRIPTION OF PLAN
The following description of the Range Resources Corporation 401(k) Plan
and Trust provides only general information. Participants should refer
to the Plan agreement, copies of which are available from the plan
administrator, for a more complete description of the Plan's provisions.
GENERAL:
The Plan, which began January 1, 1989, is a defined contribution plan
covering all employees of the Company who have worked one thousand hours
and are eighteen years of age or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). The Plan was last restated August 25, 1998 to change the name
from Lomak Petroleum, Inc. 401(k) Plan and Trust to Range Resources
Corporation 401(k) Plan.
CONTRIBUTIONS:
Cash or Deferred Option Contributions 401(k) - Participants may
contribute up to 15% of pretax annual compensation, as defined in the
Plan.
Integrated Contributions - Equal to 5.7% of each active participant's
eligible compensation in excess of the social security taxable wage
base.
Company Discretionary Contribution - Each year, the Board of Directors
determines the percentage of employees salaries which the Company will
contribute. In 1999 and 1998, the Company contributed five and a half
percent and four and a half percent of employee's salaries. The
contribution was in the form of Company stock.
Company Discretionary Matching Contribution - At the discretion of the
Board of Directors, the Company may elect to contribute a matching
contribution based on the amounts of salary reduction of the
participants. No matching contribution was made in 1999 or 1998.
Contributions are subject to limitations on annual additions and other
limitations imposed by the Internal Revenue Code as defined in the Plan
agreement.
PARTICIPANT ACCOUNTS:
Each participant account is credited with the participant's elective
contribution, employer contributions, earnings thereon, and is charged
with an allocation of administrative expenses. Allocations are based on
participant earnings or account balances as defined in the Plan. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
-4-
<PAGE> 6
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN, CONTINUED
TRUSTEE CHANGE:
Effective July 1, 1998, Merrill Lynch became the trustee of the Plan.
Prior to July 1, 1998, Bank One of Texas was the trustee.
VESTING:
Participants are immediately fully vested in their elective
contributions plus actual earnings thereon. Vesting in the Company
contribution portion of accounts plus actual earnings thereon is as
follows:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C>
Less than One (1) Year 0%
One (1) Year 40%
Two (2) Years 80%
Three (3) or more Years 100%
</TABLE>
PARTICIPANT NOTES RECEIVABLE:
Participants may borrow from their fund accounts up to a maximum equal
to the lesser of $50,000 or 50% of their vested account balance. Loan
terms range from one to five years. The loans are secured by the balance
in the participant's account and bear interest at the Prime rate.
Principal and interest is paid ratably through payroll deductions.
RETIREMENT:
Normal retirement age is 55 years.
BENEFIT PAYMENTS:
Benefit payments may be made in the form of lump-sum amounts,
installment payments, or through the purchase of an annuity contract.
The Plan does not allow in-service distributions.
FORFEITURES:
Forfeited balances of terminated participants' nonvested accounts are
reallocated to the account balances of the remaining active
participants.
-5-
<PAGE> 7
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN, CONTINUED
TERMINATION:
Although it has not expressed any intention of doing so, the Company has
the right to terminate the Plan at any time subject to the provisions of
ERISA. In the event of Plan termination, all participants will become
fully vested in their accounts and receive full distribution.
ADMINISTRATIVE FEES:
All administrative fees were paid by the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS:
Investments are valued at fair market value. The Common Stock of Range
Resources Corporation 401(k) Plan is valued at the last reported sales
price on the last business day of the plan year.
The net realized gain or loss on investments is the difference between
the proceeds received upon the sale of investments and the market value
of the investments as of the end of the preceding year or the average
cost of those assets if acquired during the current year. Unrealized
appreciation or depreciation of investments represents the increase or
decrease in market value during the year.
USE OF ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
3. INVESTMENTS
Participants may direct their 401(k) assets to be invested in any
combination of investment funds and Range Resources Corporation stock.
Descriptions of these funds are as follows:
RANGE RESOURCES CORPORATION
No more than 50% of employees' contributions may be invested in Range
Resources Corporation common stock.
-6-
<PAGE> 8
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENTS, CONTINUED
MERRILL LYNCH INSTITUTION FUND - Seeks to maintain a constant $1.00 net
asset value per share value.
MERRILL LYNCH RETIREMENT PRESERVATION TRUST - The investment objective
is to focus on preservation of principal, high credit quality and
diversification.
AIM BALANCED FUND - The Fund seeks total return. The Fund normally
invests between 30% and 70% of assets in equities and the balance in
investment-grade fixed income securities.
GAM INTERNATIONAL FUND CLASS A-GM - The investment objective is to seek
growth of capital.
MERRILL LYNCH GROWTH FUND CLASS D - The investment objectives of the
Fund are to seek growth of capital and, secondarily, income by investing
in a diversified portfolio of primarily equity securities placing
principal emphasis on those securities that management of the Fund
believes to be undervalued. Undervalued issues include securities
selling at discounts from the price-to-book value ratios and
price/earnings computed with respect to the popular stock market
averages.
OPPENHEIMER GLOBAL GROWTH - The Fund invests primarily in common stocks
and convertible securities issued by U.S. and foreign companies.
MERRILL LYNCH CORPORATE BOND FUND INTERMEDIATE TERM CLASS D - The Fund
normally invests at least 65% of assets in investment-grade corporate
debt with a maximum remaining maturity of 10 or fewer years. The balance
may be invested in convertibles and preferred stock.
FEDERATED HIGH INCOME BOND FUND CLASS A - Seeks high current income;
with capital growth.
MERRILL LYNCH CORPORATE BOND FUND INTERMEDIATE CLASS D-GM - Seeks
current income. Fund normally invests in at least 55% of assets in
investment-grade corporate debt with a maximum remaining maturity of 10
or fewer years.
MASS INVESTORS TRUST - Seeks current income and long-term growth of
capital and income. Invests primarily in common stocks and convertibles,
emphasizing securities that management considers to be of high or
improving quality.
MASS INVESTORS TRUST GM - Seeks current income and long-term growth of
capital and income. Invests primarily in common stocks and convertibles,
emphasizing securities that management consider to be of high or
improving quality. May also invest in debt securities and cash
equivalents.
AIM BLUE CHIP FUND CLASS A - Seeks long term growth of capital. Current
income is secondary.
DAVIS NEW YORK VENTURE FUND - The investment objective is growth of
capital and invests primarily in common stocks.
MERRILL LYNCH S&P 500 INDEX - The investment objective is to provide
investment results that seek to replicate the total of the specific
index.
-7-
<PAGE> 9
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENTS, CONTINUED
LORD ABBETT DEVELOPMENT GROWTH CLASS P - Seeks long-term growth of
capital. Invests at least 65% of assets in securities of small,
developing growth companies.
MANAGERS INTERNATIONAL EQUITY FUND - Seeks long-term capital
appreciation, income is secondary. Normally invests at least 65% of
assets in equity securities of companies domiciled outside of United
States.
GAM INTERNATIONAL FUND CLASS A - The investment objective of each fund
is to seek long-term capital appreciation. The Fund seeks to achieve
this objective by investing in the particular geographic region
established pursuant to its own investment policy.
AIM INCOME FUND CLASS A - Seeks current income consistent with safety of
principal. Invests primarily in investment-grade corporate debt,
convertibles, and U.S. Government debt.
OPPENHEIMER GLOBAL FUND - Seeks capital appreciation. The fund invests
primarily in common stock and convertible securities issued by U.S. and
foreign companies.
ALLIANCE QUASAR FUND CLASS A - Invests in rapidly growing small-sized
companies that offer the potential for faster than average earnings
growth which will offer possibilities for capital appreciation over the
long term.
PIONEER GROWTH SHARES - Seeks capital appreciation; current income is
incidental
MFS CAPITAL OPPORTUNITIES FUND CLASS A - Seeks capital appreciation and
invests primarily in common stock.
MERRILL LYNCH CAPITAL FUND CLASS D - The investment objective is to
achieve the highest total investment return consistent with prudent
risk.
AIM INTERNATIONAL EQUITY FUND - The fund takes momentum investing to
foreign markets. It mainly targets large companies that are growing
their earnings.
AIM VALUE FUND - This fund invests primarily in large capital value
companies. It invests in stocks that are cheap relative to their growth
rates.
AIM EQUITY CONSTELLATION FUND - The fund has a very diversified
portfolio that invests 40% of its assets in steady-growth stocks and the
balance in other stocks. It invests in primarily large capital growth
companies.
PIMCO RENAISSANCE FUND CLASS A - This fund invests primarily in stocks
of medium capital value companies.
-8-
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS
4. TAX STATUS
The Plan is a prototype which obtained its latest determination letter
on June 29, 1993, in which the Internal Revenue Service stated that the
plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code.
5. TRANSACTIONS WITH PARTIES IN INTEREST
Certain Plan investments are shares of mutual funds managed by Merrill
Lynch, the Trustee as defined by the Plan and, therefore, these
transactions qualify as part-in-interest. In addition, participants have
the option to invest in Range Resources Corporation common stock.
6. SUBSEQUENT EVENT
In April, 2000, $4,185,692 of funds and $496,090 of Range Resources
Common Stock were transferred to Great Lakes Energy Plan as part of a
corporate spin-off. All participants were fully vested.
-9-
<PAGE> 11
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
Form 5500, Schedule H, Part IV, Line 4i
Range Resources Corporation
Plan No. 002
EI# 34-1312571
December 31, 1999
<TABLE>
<CAPTION>
(c)
(b) Description of Investment
Identity of Issue, Including Maturity Date, Rate (e)
Borrower, Lessor, of Interest, Collateral, (d) Current
(a) or Similar Party Par or Maturity Value Cost Value
--- --------------------------------------------------------- ----------------------------- ---- ----------
<S> <C> <C> <C> <C>
* Merrill Lynch Institutional Fund Mutual Fund N/A $ 27,096
Range Resources Corporation common stock Mutual Fund N/A 870,623
* Merrill Lynch Retirement Preservation Trust Mutual Fund N/A 825,742
Aim Balanced Fund Mutual Fund N/A 10,649
* Merrill Lynch Growth Fund Class D Mutual Fund N/A 444,694
Oppenheimer Global Growth Mutual Fund N/A 59,955
* Merrill Lynch Corporate Bond Fund Intermediate Class D Mutual Fund N/A 432,157
Federated High Income Bond Fund Class A Mutual Fund N/A 15,334
* Merrill Lynch Corporate Bond Fund Intermediate Class D-GM Mutual Fund N/A 5,232
Mass Investors Trust Mutual Fund N/A 13,214
Mass Investors Trust - GM Mutual Fund N/A 13,281
Aim Blue Chip Fund Class A Mutual Fund N/A 178,998
Davis New York Venture Fund Mutual Fund N/A 1,588,807
* Merrill Lynch S&P 500 Index Mutual Fund N/A 558,565
Lord Abbett Development Growth Class P Mutual Fund N/A 85,931
Managers International Equity Fund Mutual Fund N/A 111
Gam International Fund Class A Mutual Fund N/A 105,834
Aim Income Fund Class A Mutual Fund N/A 2,160
Gam International Fund Class A-GM Mutual Fund N/A 15,065
Oppenheimer Global Fund Mutual Fund N/A 11,850
Alliance Quasar Fund Class A Mutual Fund N/A 9,573
Pioneer Growth Shares Mutual Fund N/A 39,953
* MFS Capital Opportunity Fund Class A Mutual Fund N/A 6,681
* Merrill Lynch Capital Fund Class D Mutual Fund N/A 1,944,976
Aim International Equity Fund Mutual Fund N/A 10,132
Aim Value Fund Mutual Fund N/A 194,591
Aim Equity Constellation Fund Mutual Fund N/A 11,222
Pimco Renaissance Fund Class A Mutual Fund N/A 12,626
Participant Loans Prime rate N/A 128,760
----------
$7,623,812
==========
</TABLE>
* Party in interest
-10-
<PAGE> 12
--------------------------------------------------------------------------------
RANGE RESOURCES CORPORATION
401(k) PLAN AND TRUST
FORM 11-K
December 31, 1999
--------------------------------------------------------------------------------
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this report to be signed on their behalf by the
undersign, thereunto duly authorized.
RANGE RESOURCES CORPORATION
401(k) PLAN AND TRUST
June 28, 2000 BY: /s/ Eddie M. LeBlanc
---------------------
--------------------------------------------------------------------------------
-11-
<PAGE> 13
Exhibit Index
-------------
<TABLE>
<CAPTION>
Number Exhibit Page
------ ------- ----
<C> <C> <C>
23* Consent of independent certified 16
public accountants
</TABLE>
* included herewith
-12-
