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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
North Coast Energy, Inc.
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(Name of the Issuer)
Common Stock (Ordinary Shares), par value $.01 par value
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(Title of Class of Securities)
658649 10 8
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(CUSIP Number)
Michael D. Wortley, Esq.
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201-2975
(214) 220-7700
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 25, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7
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SCHEDULE 13D/A
(AMENDMENT NO. 1)
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CUSIP NO. 658649 10 8 PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Range Resources Corp., formerly known as Lomak Petroleum, Inc.
EIN: 34-1312571
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) :
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A - Sale of Securities
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 759,675
BENEFICIALLY -------- -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -------- -----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
759,675
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
759,675
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
..............
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D/A
(AMENDMENT NO. 1)
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CUSIP NO. 658649 10 8 PAGE 3 OF 7 PAGES
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This Amendment No. 1 to Schedule 13D is being filed by Range Resources
Corporation ("Seller") to amend Items 1, 7, 9, 11 and 13 of the cover page and
Items 1, 2, 4(a), 5(a) and 5(b) of the original Schedule 13D dated August 28,
1996. Items 3, 4(b), 5(c), 5(d), 5(e), 6 and 7 of the original Schedule 13D
remain unchanged.
Unless otherwise indicated, capitalized terms used but not defined
herein which are defined in the original Schedule 13D shall have the meanings
assigned to such terms in the original Schedule 13D.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Stock, par value
$.01 per share (the "Common Stock"), of North Coast Energy, Inc., a Delaware
corporation ("North Coast"). The principal executive officers of North Coast are
located at 5311 Northfield Road, Suite 320, Cleveland, Ohio 44146-1135.
ITEM 2. IDENTITY AND BACKGROUND
The information set forth below is given with respect to Range
Resources Corporation, a Delaware corporation ("Range"), the reporting person of
this statement, and each director and executive officer of Range. Column (a)
indicates the name of each person; column (b) indicates the business address of
each person; column (c) indicates each person's present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted or its principal
business, as applicable; column (d) indicates whether or not, during the last
five years, such person, or any executive officer, director or controlling
person of such person, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and, if so, the dates, nature of
conviction, name and location of court, and penalty imposed, or other
disposition of the case; column (e) indicates whether or not, during the last
five years, such person, or any executive officer, director or controlling
person of such person, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws, and,
if so, identifies and describes such proceedings and summarizes the terms of
such judgment, decree or final order; and column (f) indicates the citizenship
of such person, if applicable.
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(a) (b) (c) (d) (e) (f)
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Range Resources 500 Throckmorton Street Range is engaged in the oil and bas business. No No Delaware
Corporation Suite 1900 Corporation
Fort Worth, TX 76102
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Thomas J. Edelman 500 Throckmorton Street Thomas J. Edelman holds the office of Chairman and No No United States
Suite 1900 is Chairman of the Board of Directors. Mr. Edelman
Fort Worth, TX 76102 joined Range in 1988 and served as its Chief
Executive Officer until 1992. Since 1981, Mr.
Edelman has been a director and President of Snyder
Oil Corporation ("SOCO"). In 1996, Mr. Edelman was
appointed Chairman and Chief Executive Officer of
Patina Oil and Gas Corporation, an affiliate of
SOCO. Prior to 1981, Mr. Edelman was a Vice
President of the First Boston Corporation. From
1975 through 1980, Mr. Edelman was with Lehman
Brother Kuhn Loeb Incorporated. Mr. Edelman
received his Bachelor of Arts Degree from Princeton
University and his Masters Degree in Finance from
Harvard University's Graduate School of Business
Administration. Mr. Edelman is also a director of
Petroleum Heat & Power Co., Inc., a Connecticut
based fuel oil distributor, Star Gas Corporation, a
private company which distributes propane gas, and
Command Petroleum Limited, an
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SCHEDULE 13D/A
(AMENDMENT NO. 1)
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CUSIP NO. 658649 10 8 PAGE 4 OF 7 PAGES
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international exploration and production company
affiliated with SOCO.
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John H. Pinkerton 500 Throckmorton Street John H. Pinkerton, President, Chief Executive No No United States
Suite 1900 Officer and a Director, joined Range in 1988. He
Fort Worth, TX 76102 was appointed President in 1990 and Chief Executive
Officer in 1992. Previously, Mr. Pinkerton was
Senior Vice President - Acquisitions of SOCO. Prior
to joining SOCO in 1980, Mr. Pinkerton was with
Arthur Andersen & Co. Mr. Pinkerton received his
Bachelor of Arts Degree in Business Administration
from Texas Christian University and his Master of
Arts Degree in Business Administration from The
University of Texas.
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Robert E. Aikman 500 Throckmorton Street Robert E. Aikman, a Director, joined Range in 1990. No No United States
Suite 1900 Mr. Aikman has more than 40 years experience in
Fort Worth, TX 76102 petroleum and natural gas exploration and
production through the United States and Canada.
From 1984 to 1994, he was Chairman of the Board of
Energy Resources Corporation. From 1979 through
1984, he was the President and principal
shareholder of Aikman Petroleum, Inc. From 1971 to
1977, he was President of Dorchester Exploration
Inc., and from 1971 to 1980, he was a Director and
Member of the Executive Committee of Dorchester Gas
Corporation. Mr. Aikman is also Chairman of the
Provident Trade Company, President of EROG, Inc.,
and President of The Hawthorne Company, an entity
which organizes joint ventures and provides
advisory services for the acquisition of oil and
gas properties, including the financial
restructuring, reorganization and sale of
companies. He was President of Enertec Corporation
which was reorganized under Chapter 11 of the
Bankruptcy Code in December 1994. In addition, Mr.
Aikman is a director of the Panhandle Producers and
Royalty Owners Association and a member of the
independent Petroleum Association of America, The
Texas Independent Producers and Royalty Owners
Association and American Association of Petroleum
Landmen. Mr. Aikman graduated from the University
of Oklahoma in 1952.
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Allen Finkelson 500 Throckmorton Street Allen Finkelson was appointed a Director in January No No United States
Suite 1900 1994. Mr. Finkelson has been a partner at Cravath,
Fort Worth, TX 76102 Swaine & Moore since 1977, with the exception of
the period from September 1983 through August 1985,
when he was a managing director of Lehman Brothers
Kuhn Loeb Incorporated. Mr. Finkelson was first
employed by Cravath, Swaine & Moore as an associate
in 1971. Mr. Finkelson received his Bachelor of
Arts Degree from St. Lawrence University and his
Doctor of Laws Degree from Columbia University
School of Law.
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Anthony V. Dub 500 Throckmorton Street Anthony V. Dub was elected to serve as a director No No United States
Suite 1900 of Range in 1995. Mr. Dub is Managing Director,
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SCHEDULE 13D/A
(AMENDMENT NO. 1)
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CUSIP NO. 658649 10 8 PAGE 5 OF 7 PAGES
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Fort Worth, TX 76102 Senior Advisor of CS First Boston, an international
investment banking firm with headquarters in New
York City. Mr. Dub joined CS First Boston in 1971
and was named a Managing Director in 1981. Mr. Dub
received his Bachelor of Arts Degree from Princeton
University in 1971.
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Ben A. Guill 500 Throckmorton Street Ben A. Guill was elected to serve as a director of No No United States
Suite 1900 Range in 1995. Mr. Guill is Partner and Managing
Fort Worth, TX 76102 Director of Simmons & Company International, an
investment banking firm located in Houston, Texas
focused exclusively on the oil service and
equipment industry. Mr. Guill has been with Simmons
& Company since 1980. Prior to joining Simmons &
Company, Mr. Guill was with Blyth Eastman Dillon &
Company from 1978 to 1980. Mr. Guill received his
Bachelor of Arts Degree from Princeton University
and his Masters Degree in Finance from the Wharton
Graduate School of Business at the University of
Pennsylvania.
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Jonathan S. Linker 500 Throckmorton Street Jonathan S. Linker has served as a Director of the No No United States
Suite 1900 Company since August 1998. Mr. Linker has been a
Fort Worth, TX 76102 Managing director of First Reserve since 1996, the
President and a director of IDC Energy Corporation
since 1987, and a Vice president and Director of
Sunset Production Corporation since 1991. Mr.
Linker earned a Bachelor of Arts degree in Geology
from Amherst College, a Master of Arts degree in
Geology from Harvard University and a Master of
Business Administration degree from the Harvard
Business School.
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Eddie M. LeBlanc III 500 Throckmorton Street Eddie M. LeBlanc III, Senior Vice President and No No United States
Suite 1900 Chief Financial Officer joined the Company in
Fort Worth, TX 76102 January 2000. Previously Mr. LeBlanc was a founder
of Interstate Natural Gas Company, which merged
into Coho Energy in 1994. At Coho Energy Mr.
LeBlanc served as Senior Vice president and Chief
Financial Officer. Mr. LeBlanc's twenty-five years
of experience include assignments in the oil and
gas subsidiaries of Celeron Corporation and
Goodyear Tire and Rubber. Prior to his industry
experience, Mr. LeBlanc was with a national
accounting firm, he is a certified public
accountant, a chartered financial analyst, and
holds a Bachelor's degree from University of
Southwest Louisiana.
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Herbert A. Newhouse 500 Throckmorton Street Herbert A. Newhouse, Senior Vice President - Gulf No No United States
Suite 1900 Coast, joined the Company in 1998. Prior to joining
Fort Worth, TX 76102 Range, Mr. Newhouse served as Executive Vice
president of Dormain Energy Corporation. he was a
former Vice President of Tenneco Ventures
Corporation. Mr. Newhouse was an employee of
Tenneco for over 17 years and has 30 years of
operational and managerial experience in oil and
gas exploration and production. Mr. Newhouse
received his Bachelor's degree in Chemical
Engineering from Ohio State University.
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SCHEDULE 13D/A
(AMENDMENT NO. 1)
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CUSIP NO. 658649 10 8 PAGE 6 OF 7 PAGES
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Chad L. Stephens 500 Throckmorton Street Chad L. Stephens, Vice President, Midcontinent No No United States
Suite 1900 Region, joined Range in 1990. Previously, Mr.
Fort Worth, TX 76102 Stephens was a landman with Duer Wagner & Co., an
independent oil and gas producer, since 1988. Prior
thereto, Mr. Stephens was an independent oil
operator in Midland, Texas for four years. From
1979 to 1984, Mr. Stephens was a landman for Cities
Service Company and HNG Oil Company. Mr. Stephens
received his Bachelor of Arts Degree in Finance and
Land Management from The University of Texas.
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Rodney L. Waller 500 Throckmorton Street Rodney L. Waller, Senior Vice President and No No United States
Suite 1900 Corporate Secretary joined Range in September of
Fort Worth, TX 76102 1999. Previously, Mr. Waller had been with Snyder
Oil Company, now Santa Fe Snyder, since 1977, where
he served as a senior vice president. Before
joining Snyder, Mr. Waller was employed by Arthur
Andersen. Mr. Waller received his Bachelor of Arts
degree from Harding University, and holds a
certified public accountant designation.
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ITEM 4. PURPOSE OF THE TRANSACTION
Item 4(a) is hereby amended and supplemented by adding the following
paragraph at the end of Item 4(a):
To provide cash for general corporate purposes
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b)
Items 5(a) and (b) are hereby amended by deleting the first paragraph
thereof and substituting therefor the following paragraph:
The Purchaser is the record and beneficial owner of 759,675 shares of
Common Stock, which represents approximately 13.6% of the Company's outstanding
Common Stock.
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SCHEDULE 13D/A
(AMENDMENT NO. 1)
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CUSIP NO. 658649 10 8 PAGE 7 OF 7 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated March __, 2000 RANGE RESOURCES CORPORATION
By /s/ EDDIE M. LEBLANC
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Eddie M. LeBlanc
Senior Vice President and
Chief Financial Officer
