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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 or organization) (I.R.S. employer identification no.)
1311
(Primary Standard Industrial
Classification Code Number)
JOHN H. PINKERTON
500 THROCKMORTON STREET 500 THROCKMORTON STREET
FORT WORTH, TEXAS 76102 FORT WORTH, TEXAS 76102
(817) 870-2601 (817) 870-2601
(Address, including zip code, (Name, address, including zip code,
and telephone number, including area code, and telephone number, including
of Registrant's principal executive offices) area code, of agent for service)
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Copies 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. [ ]
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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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED OFFERING PRICE OFFERING PRICE (2) REGISTRATION FEE
PER UNIT (1)
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Debt Securities (3).................................
Preferred Stock, par value $1.00 per share (4)(5)...
Depositary Shares (5)............................... (6) (6) (6) (6)
Common Stock, par value $.01 per share (7)..........
Warrants (8)........................................
Guarantees of Debt Securities (9)...................
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Total............................................... $ 125,000,000 (10) 100% $ 125,000,000(10) $34,750
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Footnotes to Table on next page
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
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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Footnotes to table from cover page
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(1) The proposed maximum offering price per unit offered by Range Resources
Corporation will be determined from time to time by Range Resources
Corporation in connection with the issuance by Range Resources
Corporation of the securities registered hereunder.
(2) The proposed maximum aggregate offering price for the securities to be
offered by Range Resources Corporation has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(o)
under the Securities Act of 1933.
(3) Subject to note (10) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be issued,
from time to time, by Range Resources Corporation. If any Debt
Securities are issued at an original issue discount, then the offering
price shall be in the greater principal amount as shall result in an
aggregate initial offering price not to exceed $125,000,000 less the
dollar amount of any securities previously issued hereunder.
(4) Subject to note (10) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock as may be issued,
from time to time, by Range Resources Corporation.
(5) Subject to note (10) below, there is being registered hereunder an
indeterminate number of Depositary Shares to be evidenced by Depositary
Receipts issued pursuant to a Deposit Agreement. If Range Resources
Corporation elects to issue fractional interests in shares of Preferred
Stock registered hereunder, Depositary Receipts will be distributed to
those persons entitled to receive the fractional interests and the
shares of Preferred Stock will be issued to the depositary under the
Deposit Agreement.
(6) Not applicable.
(7) Subject to note (10) below, there is being registered hereunder an
indeterminate number of shares of Common Stock as may be issued, from
time to time, by Range Resources Corporation. There are also being
registered hereunder an indeterminate number of shares of Common Stock
as shall be issuable upon conversion or redemption of Preferred Stock
or Debt Securities registered hereunder.
(8) Subject to note (10) below, there is being registered hereunder an
indeterminate amount and number of Warrants, representing rights to
purchase Debt Securities, Preferred Stock, or Common Stock registered
hereunder.
(9) Subject to (10) below, there is being registered hereunder an
indeterminate principal amount of Guarantees of Debt Securities.
(10) In no event will the aggregate initial offering price of all securities
issued from time to time by the registrants pursuant to this
Registration Statement exceed $125,000,000 or the equivalent thereof in
one or more foreign currencies, foreign currency units, or composite
currencies. The aggregate amount of Common Stock to be sold by Range
Resources Corporation and registered hereunder is further limited to
that which is permissible under Rule 415(a)(4) under the Securities Act
of 1933. The securities registered hereunder may be sold separately or
as units with other securities registered hereunder.
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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 MAY 11, 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 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.
Our common stock is listed on the New York Stock Exchange under the
symbol "RRC." On May 10, 1999, the last reported sale price of the common stock
on the New York Stock Exchange was $4.4375 per share.
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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 ____________, 1999
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TABLE OF CONTENTS
PAGE
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About This Prospectus.............................................................................................1
Where You Can Find More Information...............................................................................1
Range.............................................................................................................2
Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends...................2
Description of Debt Securities....................................................................................2
Description of Capital Stock.....................................................................................10
Description of Depositary Shares.................................................................................12
Description of Warrants..........................................................................................14
Description of Guarantees........................................................................................16
Selling Security Holders.........................................................................................16
Plan of Distribution.............................................................................................16
Legal Matters....................................................................................................18
Experts..........................................................................................................18
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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.
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; and
o The description of Range's common stock contained in the registration
statement on Form 8-A, dated July 16, 1996.
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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RANGE
Range is an independent oil and gas company operating in the
Appalachian, Permian, Midcontinent and Gulf Coast regions of the United States.
Range seeks to build value through a balanced approach of low-risk development
and acquisition, higher-risk exploitation and exploration, and the financing of
smaller independent producers.
In order to effectively implement its operating strategy, Range has
concentrated its activities in selected geographic areas. In our core areas, we
have established separate business units, each with operating, engineering,
geological, land and acquisition expertise. At December 31, 1998, Range had
combined proved reserves totaling 796 Bcfe, having an estimated pre-tax present
value at constant prices of $555 million. On an Mcfe basis, on that date, the
reserves were 80% natural gas, were 80% operated by Range and had a reserve life
index in excess of 13 years.
In August 1998, we changed our name from Lomak Petroleum, Inc. 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.
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:
YEAR ENDED DECEMBER 31
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1994 1995 1996 1997 1998
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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)
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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;
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.
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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;
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;
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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 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
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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,
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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.
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.
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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;
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;
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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;
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
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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. With certain exceptions, 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.
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
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.
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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 CAPITAL STOCK
At May 10, 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
36,788,537 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.
One series of serial preferred stock, designed $2.03 Convertible
Exchangeable Preferred Stock, Series C, is currently outstanding. That series
has the following principal terms:
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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 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" (in general, a stockholder owning 15% or more of our
outstanding voting stock) or that stockholder's affiliates or associates for a
period of three years following the date on which the stockholder becomes an
"interested stockholder." 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.
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DESCRIPTION OF DEPOSITARY SHARES
GENERAL
We may, at our option, elect to offer fractional shares of serial preferred
stock, rather than full shares of serial preferred stock. If we do, we will
issue to the public receipts for depositary shares, and each of these depositary
shares will represent a fraction of a share of a particular series of preferred
stock. We will specify that fraction in the prospectus supplement.
The shares of any series of preferred stock underlying the depositary shares
will be deposited under a deposit agreement between us and a depositary selected
by us. The depositary will be a bank or trust company and will have its
principal office in the United States and a combined capital and surplus of at
least $50 million. Subject to the terms of the deposit agreement, each owner of
a depositary share will be entitled, in proportion to the applicable fractional
interest in shares of preferred stock underlying that depositary share, to all
the rights and preferences of the preferred stock underlying that depositary
share. Those rights include dividend, voting, redemption, conversion and
liquidation rights.
The depositary shares will be evidenced by depositary receipts issued under
the deposit agreement. We will issue depositary receipts to those persons who
purchase the fractional interests in the preferred stock underlying the
depositary shares, in accordance with the terms of the offering.
The following summary of the deposit agreement, the depositary shares and
the depositary receipts is not complete. You should refer to the forms of the
deposit agreement and depositary receipts that are filed as exhibits to the
registration statement.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of related depositary shares in proportion to the number of depositary shares
owned by those holders.
If we make a distribution other than in cash, the depositary will distribute
property received by it to the record holders of depositary shares that are
entitled to receive the distribution, unless the depositary determines that it
is not feasible to make the distribution. If this occurs, the depositary may,
with our approval, sell the property and distribute the net proceeds from the
sale to the applicable holders.
REDEMPTION OF DEPOSITARY SHARES
Whenever we redeem shares of preferred stock that are held by the
depositary, the depositary will redeem, as of the same redemption date, the
number of depositary shares representing the shares of preferred stock so
redeemed. The redemption price per depositary share will be equal to the
applicable fraction of the redemption price per share payable with respect to
that series of the preferred stock. If fewer than all the depositary shares are
to be redeemed, the depositary will select the depositary shares to be redeemed
by lot or pro rata as determined by the depositary.
Depositary shares called for redemption will no longer be outstanding after
the applicable redemption date, and all rights of the holders of those
depositary shares will cease, except the right to receive any money, securities,
or other property upon surrender to the depositary of the depositary receipts
evidencing those depositary shares.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary shares
underlying that preferred stock. Each record holder of those depositary shares
on the record date (which will be the same date as the record date for the
preferred stock) will be entitled to instruct the depositary as to the exercise
of the voting rights
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pertaining to the amount of the preferred stock underlying that holder's
depositary shares. The depositary will try, as far as practicable, to vote the
number of shares of preferred stock underlying those depositary shares in
accordance with those instructions, and we will agree to take all action which
the depositary deems necessary in order to enable the depositary to do so. The
depositary will not vote the shares of preferred stock to the extent it does not
receive specific instructions from the holders of depositary shares underlying
the preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
We and the depositary may amend the form of depositary receipt evidencing
the depositary shares and any provision of the deposit agreement at any time.
However, any amendment that materially and adversely alters the rights of the
holders of depositary shares will not be effective unless the amendment has been
approved by the holders of at least a majority of the depositary shares then
outstanding. The deposit agreement may be terminated by us or by the depositary
only if (a) all outstanding depositary shares have been redeemed or (b) there
has been a final distribution of the underlying preferred stock in connection
with our liquidation, dissolution or winding up and the preferred stock has been
distributed to the holders of depositary receipts.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the
preferred stock and any redemption of the preferred stock. Holders of depositary
receipts will be required to pay transfer and other taxes and governmental
charges and such other charges as are expressly provided in the deposit
agreement to be for their accounts.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering a notice to us of its
election to do so. We may remove the depositary at any time. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of its appointment. We must appoint a successor
depositary within 60 days after delivery of the notice of resignation or
removal. The successor depositary must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50 million.
MISCELLANEOUS
The depositary will be required to forward to holders of depositary receipts
all reports and communications from us that we deliver to the depositary and
that we are required to furnish to the holders of the preferred stock.
Neither we nor the depositary will be liable if either of us is prevented or
delayed by law or any circumstance beyond our control in performing our
respective obligations under the deposit agreement. Our obligations and those of
the depositary will be limited to performing in good faith our respective duties
under the deposit agreement. Neither we nor the depositary will be obligated to
prosecute or defend any legal proceeding relating to any depositary shares or
preferred stock unless satisfactory indemnity is furnished. We and the
depositary may rely upon written advice of counsel or accountants, or upon
information provided by persons presenting preferred stock for deposit, holders
of depositary receipts or other persons we believe to be competent and on
documents we believe to be genuine.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities ("debt warrants"),
preferred stock ("preferred stock warrants"), or common stock ("common stock
warrants," and collectively with the preferred stock warrants, the "stock
warrants"). We may issue warrants independently or together with any other
securities we offer pursuant to a prospectus supplement and the warrants may be
attached to or separate from the securities. We will issue each series of
warrants 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.
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DEBT WARRANTS
We will describe in the applicable prospectus supplement the terms of the
debt warrants being offered, the warrant agreement relating to the debt warrants
and the debt warrant certificates representing the debt warrants, which may
include the following:
o the title of the debt warrants;
o the price or prices at which the debt warrants will be issued;
o the aggregate number of the debt warrants;
o the designation and terms of the debt securities purchasable upon
exercise of the debt warrants, and the procedures and conditions
relating to the exercise of the debt warrants;
o the designation and terms of any related debt securities with which the
debt warrants are issued, and the number of the debt warrants issued
with each security;
o the date, if any, on and after which the debt warrants and the related
debt securities will be separately transferable;
o the principal amount of debt securities purchasable upon exercise of
each debt warrant, and the price at which the principal amount of the
debt securities may be purchased upon exercise;
o the date on which the right to exercise the debt warrants will
commence, and the date on which the right will expire;
o the maximum or minimum number of the debt warrants which may be
exercised at any time;
o whether the debt warrants represented by the debt warrant certificates
or debt securities that may be issued upon exercise of the debt
warrants will be issued in registered or bearer form;
o information with respect to book-entry procedures, if any;
o the currency or currency units in which the offering price, if any, and
the exercise price are payable;
o a discussion of the material United States federal income tax
considerations applicable to the exercise of the debt warrants;
o the antidilution provisions of the debt warrants, if any;
o the redemption or call provisions, if any, applicable to the debt
warrants; and
o any other terms of the debt warrants, including terms, procedures and
limitations relating to the exercise of the debt warrants.
Holders may exchange debt warrant certificates for new debt warrant
certificates of different denominations, and may exercise debt warrants at the
corporate trust office of the warrant agent or any other office indicated in the
applicable prospectus supplement. Prior to the exercise of their debt warrants,
holders of debt warrants will not have 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.
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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.
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DESCRIPTION OF GUARANTEES
One or more subsidiaries of Range may issue guarantees in connection with
debt securities offered by any prospectus supplement. The following summary of
certain provisions of the guarantees does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the provisions of the
form of guarantee that will be filed with the SEC in connection with the
offering of guarantees. Each guarantee will be issued pursuant to the indenture.
The prospectus supplement for a particular issue of debt securities will
describe the terms of the related guarantees, including the following:
o the series of debt securities to which the guarantees apply;
o whether the guarantees are secured or unsecured;
o whether the guarantees are conditional or unconditional;
o whether the guarantees are senior or subordinate to other guarantees or
debt;
o the terms under which the guarantees may be amended, modified, waived,
released or otherwise terminated, if different from the provisions
applicable to the guaranteed debt securities; and
o any additional terms of the guarantees.
SELLING 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 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 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
16
22
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.
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.
17
23
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:
II-1
24
No director of the Company shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
form which the director derived an improper personal benefit. This paragraph
shall not eliminate or limit the liability of a director for any act or omission
occurring prior to the effective date of its adoption. If the General
Corporation Law of the State of Delaware is hereafter amended to authorize
corporate action further limiting or eliminating the personal liability of
directors, then the liability of a director to the Corporation shall be limited
or eliminated to the fullest extent permitted by the General Corporation Law of
the State of Delaware, as so amended from time to time. No repeal or
modification of this Article VIII, directly or by adoption of an inconsistent
provision of this Certificate of Incorporation, by the stockholders of the
Corporation shall be effective with respect to any cause of action, suit, claim
or other matter, but for this Article VIII, would accrue or arise prior to such
repeal or modification.
Article XII of Range's Bylaws provides that each director, officer,
employee and agent of Range shall be indemnified by Range to the fullest extent
permitted by Delaware law, including any changes in Delaware law adopted in the
future. All directors of Range have executed an indemnification agreement the
form of which was approved by stockholders at Range's 1994 annual stockholders
meeting.
Article XII of Range's Bylaws also allows Range to purchase liability
insurance for officers and directors and an insurance policy is currently in
place.
The preceding discussion of Range's Certificate of Incorporation, Section
145 of the General Corporation Law of the State of Delaware, our Bylaws and the
indemnification agreements is not intended to be exhaustive and is qualified in
its entirety by the Certificate of Incorporation, the Bylaws, Section 145 of the
General Corporation Law of the State of Delaware, and the indemnification
agreements.
ITEM 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))
II-2
25
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)).
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)).
II-3
26
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)).
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)).
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)).
II-4
27
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).
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 (included in signature pages).
25.1* -- Form T-1 Statement for Eligibility under Trust Indenture Act of 1933 of
Trustee.
----------
+ Filed herewith.
* To be filed.
** Previously filed.
II-5
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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;
(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
II-6
29
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.
II-7
30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement on Form S-4 to be signed
on its behalf by the undersigned, thereunto duly authorized, in Fort Worth,
Texas, on May 11, 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
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
authorizes and appoints each of John H. Pinkerton and Thomas W. Stoelk, and each
of them severally, acting alone and without the other, as his attorney-in-fact
to execute in the name of such person and to file any amendments and post
effective amendments to this Registration Statement necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933 and any rules,
regulations and requirements of the registration of the securities which are the
subject of this Registration Statement (including any additional registration
statement filed pursuant to Rule 462 of the Securities Act of 1933) which
amendments and post effective amendments may make such changes in the
Registration Statement as such attorney-in-fact may deem appropriate.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Thomas J. Edelman Chairman and Chairman of the Board May 11, 1999
- -----------------------------------
Thomas J. Edelman
/s/ John H. Pinkerton Chief Executive Officer, President and May 11, 1999
- ----------------------------------- Director
John H. Pinkerton
/s/ Michael V. Ronca Chief Operating Officer, and Director May 11, 1999
- -----------------------------------
Michael V. Ronca
/s/ Thomas W. Stoelk Chief Financial Officer and Senior Vice May 11, 1999
- ----------------------------------- President - Finance & Administration
Thomas W. Stoelk
/s/ Geoffrey T. Doke Chief Accounting Officer and Vice May 11, 1999
- ----------------------------------- President and Controller
Geoffrey T. Doke
/s/ Robert E. Aikman Director May 11, 1999
- -----------------------------------
Robert E. Aikman
/s/ Allen Finkelson Director May 11, 1999
- ------------------------------------
Allen Finkelson
/s/ Anthony V. Dub Director May 11, 1999
- -----------------------------------
Anthony V. Dub
/s/ Ben A. Guill Director May 11, 1999
- -----------------------------------
Ben A. Guill
/s/ Jonathan S. Linker Director May 11, 1999
- -----------------------------------
Jonathan S. Linker
31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants has duly caused this Registration Statement on Form S-4 to be signed
on its behalf by the undersigned, thereunto duly authorized, in Fort Worth,
Texas, on May 11, 1999.
RANGE OPERATING COMPANY
RANGE PRODUCTION COMPANY
BUFFALO OILFIELD SERVICES, INC.
RANGE ENERGY SERVICES COMPANY
RANGE RESOURCES DEVELOPMENT COMPANY
RANGE ENERGY I, INC.
RANGE GATHERING & PROCESSING COMPANY
RANGE GAS COMPANY
RRC OPERATING COMPANY
RANGE ENERGY VENTURES CORPORATION
GULFSTAR ENERGY, INC.
GULFSTAR SEISMIC, INC.
By: /s/ John H. Pinkerton
--------------------------------------
John H. Pinkerton
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
authorizes and appoints each of John H. Pinkerton and Thomas W. Stoelk, and each
of them severally, acting alone and without the other, as his attorney-in-fact
to execute in the name of such person and to file any amendments and post
effective amendments to this Registration Statement necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933 and any rules,
regulations and requirements of the registration of the securities which are the
subject of this Registration Statement (including any additional registration
statement filed pursuant to Rule 462 of the Securities Act of 1933) which
amendments and post effective amendments may make such changes in the
Registration Statement as such attorney-in-fact may deem appropriate.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ John H. Pinkerton Director, Chief Executive Officer and May 11, 1999
- ----------------------------------- President (principal executive officer)
John H. Pinkerton
/s/ Thomas W. Stoelk Director and Senior Vice President - May 11, 1999
- ----------------------------------- Finance (principal financial and
Thomas W. Stoelk accounting officer)
/s/ Michael V. Ronca Director and Chief Operating Officer May 11, 1999
- ------------------------------------
Michael V. Ronca
32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this 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 May 11, 1999.
LOMAK FINANCING TRUST
By: /s/ John H. Pinkerton
-------------------------------------
John H. Pinkerton, Trustee
By: /s/ Thomas W. Stoelk
-------------------------------------
Thomas W. Stoelk, Trustee
33
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
4.3 Form of Indenture between Range and one or more commercial banks, to be named, as trustee.
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Independent Public Accountants
- -----------------