SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report July 17, 2002
Commission File Number 0-9592
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-1312571
(State of incorporation) (I.R.S. Employer
Identification No.)
77 MAIN STREET, FT. WORTH, TEXAS 76102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (817) 870-2601
This form 8K/A amends and restates Item 4 of the Registrant's Form 8-K, filed
with the Commission on July 15, 2002.
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT.
The Audit Committee of the Board of Directors of Range Resources, a Deleware
Corporation (the "Company") sought proposals from independent accountants to
audit the company's financial statements. The Company received proposals from
and the Audit Committee conducted interviews with three of the largest four
accounting firms. On July 11, 2002 the Audit Committee recommended the
engagement of KPMG as the Company's independent auditors for the year ended
December 31, 2002, to replace Arthur Andersen LLP ("Arthur Andersen"), who was
dismissed as the Company's auditors immediately. The Company's Board of
Directors approved the Audit Committee's recommendations. As a result of this
process, KPMG was selected as the Company's auditor for 2002.
Arthur Andersen's audit reports on the Company's financial statements as of or
for the years ended December 31, 2000 and 2001 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
During the two years ended December 31, 2000 and 2001 and the subsequent interim
period through July 11, 2002:
(i) there were no disagreements between the Company and Arthur
Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Arthur
Andersen's satisfaction, would have caused Arthur Andersen to
make reference to the subject matter of the disagreement in
connection with its reports:
(ii) none of the reportable events described under Item
304(a)(1)(v) of Regulation S-K occurred; and
(iii) except as disclosed in the next sentence, the Company did not
consult with KPMG regarding any of the matters or events
described in item 304(a)(2)(i) and (ii) of Regulation S-K.
Prior to the official engagement as the Company's auditor, as
part of KPMG's client acceptance procedure, KPMG and the
Company discussed the accounting principles used upon the
formation of the Great Lakes LLC joint venture in 1999. The
Company has agreed to revise its accounting for the
transaction as more fully described in the Company's press
release attached hereto as Exhibit 99.1.
The Company provided Arthur Andersen with a copy of the foregoing statements and
requested that Arthur Andersen furnish a letter addressed to the SEC stating
whether or not it agrees with the above statements. The Company was unable to
obtain that letter. The Company was informed by Arthur Andersen that the SEC had
been notified that Arthur Andersen would no longer be providing such requested
letters from former clients. The letter from the Company is attached hereto as
Exhibit 16.1.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Attached and incorporated by reference as Exhibit 99.1 is a copy of a press
release of the Company dated July 15, 2002 regarding the appointment of KPMG,
the restatement of previously filed financial statements and the re-audit by
KPMG of the three years ended December 31, 2001.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit
Number Description
------- --------------------------------------------------------------------------------
16.1** Letter from Range Resources to Arthur Andersen LLP regarding request for letter.
99.1** Press Release of Range Resources Corporation dated July 15, 2002.
** Previously filed.
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
By: /s/ Eddie M. LeBlanc
--------------------------------
Eddie M. LeBlanc
Chief Financial Officer
Date: July 17, 2002
EXHIBIT INDEX
Exhibit Number Item
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16.1** Letter from Range Resources to Arthur Andersen LLP regarding request
for letter
99.1** Press Release of Range Resources Corporation dated July 15, 2002.
** Previously filed