UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
September 19, 2003
RANGE RESOURCES CORPORATION
(Exact name of
registrant as specified in its charter)
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Delaware
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0-9592
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34-1312571
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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777 Main Street, Suite 800
Ft. Worth, Texas
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76102
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(Address of
principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
(817) 870-2601
Former
name or former address, if changed since last report: Not applicable
ITEM 5. Other Events and
Regulation FD Disclosure.
On September 19, 2003, Range Resources
Corporation issued a press release announcing that is has agreed to exchange
$10.2 million in cash and $50.0 million of a new 5.9% convertible preferred
stock for $79.5 million of its outstanding 5.75% trust convertible preferred
securities (“Trust Preferred”). Closing
of the exchange is scheduled for next week.
After the exchange, only $1.4 million of the Trust Preferred will remain
outstanding. A copy of the Press Release
is included as Exhibit 99.1 to this Current Report and is incorporated herein
by reference.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits:
99.1 Press Release dated September 19, 2003
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
RANGE
RESOURCES CORPORATION
Rodney
L. Waller
Senior Vice President
Date: September
19, 2003
EXHIBIT INDEX
Exhibit Number Description
99.1
Press Release dated September 19, 2003
EXHIBIT 99.1
NEWS RELEASE
RANGE TO
EXCHANGE TRUST PREFERRED
FORT WORTH, TEXAS, SEPTEMBER
19, 2003 – RANGE RESOURCES CORPORATION (NYSE: RRC) today
announced that it has agreed to exchange $10.2 million in cash and $50 million
of a new 5.9% convertible preferred stock (the “Convertible Preferred”) for
$79.5 million of its outstanding 5.75% Trust Preferred. Closing of the exchange is scheduled for next
week. The Company will recognize a $17
million pre-tax gain on the exchange ($11 million after tax) and its ongoing
financing costs will decrease by $1.3 million a year. After the exchange, only $1.4 million of the
$120 million Trust Preferred that was originally issued will remain
outstanding.
The new Convertible Preferred will
carry a 5.9% dividend payable quarterly, will be convertible into common stock
at $8.50 per share and will be perpetual, having no redemption or sinking fund
requirements. Beginning in September
2007, the Company may, at its sole election, redeem the Convertible Preferred
for cash at 103%. In addition, beginning
in September 2005, the Company may, at its sole election, cause the Convertible
Preferred to convert into common stock if, at the time, the common stock has
closed at $11.90 or higher for 20 of the previous 30 trading days.
John H. Pinkerton, President of Range,
commented, “The exchange will decrease debt 19%, increase equity 32% and reduce
annual financing costs by $1.3 million.
The recent offering of 7.375% senior subordinated notes and the
subsequent redemption of the 8.75% notes coupled with this exchange reflects
our plan of continuing to reduce debt and simplify the balance sheet, while
increasing production and reserves through our balanced strategy of exploration
and development drilling coupled with complementary acquisitions.”
Except for historical information, statements
made in this release, including those relating to anticipated debt reduction,
and future growth in production and reserves are forward-looking statements as
defined by the Securities and Exchange Commission. These statements are based on assumptions and
estimates that management believes are reasonable based on currently available
information; however, management’s assumptions and the Company’s future performance
are subject to a wide range of business risks and uncertainties and there is no
assurance that these goals and projections can or will be met. Any number of factors could cause actual
results to differ materially from those in the forward-looking statements,
including, but not limited to the closing consummated, the volatility of oil
and gas prices, the costs and results of drilling and operations, the timing of
production, mechanical and other inherent risks associated with oil and gas
production, weather, the availability of drilling equipment, changes in
interest rates, litigation, uncertainties about reserve estimates, and
environmental risks. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements. Further information on risks
and uncertainties is available in the Company’s filings with the Securities and
Exchange Commission, which are incorporated by reference.
RANGE RESOURCES CORPORATION (NYSE: RRC) is an independent oil and gas company operating in
the Permian, Midcontinent, Gulf Coast and Appalachian regions of the United States.
__________________________
2003-21
Contact: Rodney Waller, Senior Vice President
Karen Giles
(817) 870-2601
www.rangeresources.com
