SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES ACT OF 1934
(MARK ONE)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
(No fee required)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
Or
[ ] Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
(No fee required)
For the transaction period from __________ to ____________
Commission file number____________
RANGE RESOURCES CORPORATION
401(k) PLAN AND TRUST
777 MAIN STREET, FT. WORTH, TEXAS 76102
(Address of principal executive office) (Zip Code)
RANGE RESOURCES CORPORATION
401(k) PLAN
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000
WITH REPORT OF INDEPENDENT AUDITORS
RANGE RESOURCES CORPORATION 401(k) PLAN
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000
TABLE OF CONTENTS
Report of Independent Auditors............................................................................ 1
Financial Statements:
Statements of Net Assets Available for Benefits...................................................... 2
Statements of Changes in Net Assets Available for Benefits........................................... 3
Notes to Financial Statements............................................................................. 4
Supplemental Schedule:
Form 5500 Schedule H, line 4(i) - Schedule of Assets Held for Investment Purposes.................... 11
All other schedules required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974 have been omitted since they are either not applicable or the
information required therein has not been included in the financial statements
or notes thereto.
REPORT OF INDEPENDENT AUDITORS
To the Administrative Committee
Range Resources Corporation 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of Range Resources Corporation 401(k) Plan (the "Plan") as of December 31, 2001
and 2000 and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, based on our audits, the financial statements referred to above
present fairly, in all material respects, the net assets available for benefits
of the Plan as of December 31, 2001 and 2000, and the changes in its net assets
available for benefits for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
Our audit was conducted for the purposes of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 2001 is presented for the purposes of
additional analysis and is not a required part of the basic financial statements
but are supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 ("ERISA"). This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Whitley Penn
Fort Worth, Texas
June 12, 2002
1
RANGE RESOURCES CORPORATION 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
-----------------------
2001 2000
---------- ----------
ASSETS:
Investments, at fair value:
Shares of registered investment companies:
Mutual Funds $2,538,154 $ --
Range Resources Common Stock 1,338,107 1,898,194
Participant loans 117,648 29,346
---------- ----------
3,993,909 1,927,540
Receivables:
Employer's contributions 554,243 483,000
Participants' contributions 1,357 16,945
Investment income 253 2,246
---------- ----------
555,853 502,191
Cash -- 2,411,247
---------- ----------
Total assets 4,549,762 4,840,978
LIABILITIES -- --
---------- ----------
Net assets available for benefits $4,549,762 $4,840,978
========== ==========
See accompanying notes.
2
RANGE RESOURCES CORPORATION 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31,
----------------------------
2001 2000
------------ ------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment Income:
Net appreciation (depreciation) in fair value
of investments $ (1,043,873) $ 793,209
Interest and dividends 60,003 210,378
------------ ------------
(983,870) 1,003,587
Contributions
Employer contributions
Non-cash 554,243 500,808
Participant contributions 660,573 489,945
Rollover contributions 39,948 24,296
------------ ------------
1,254,764 1,015,049
------------ ------------
Total additions 270,894 2,018,636
DEDUCTIONS FROM ASSETS ATTRIBUTED TO:
Benefits paid to participants 562,110 912,889
Transfers Out -- 4,681,782
Net loan activity -- 138,384
------------ ------------
Total deductions 562,110 5,733,055
Net increase (decrease) (291,216) (3,714,419)
Net assets available for benefits, at beginning of year 4,840,978 8,555,397
------------ ------------
Net assets available for benefits, at end of year $ 4,549,762 $ 4,840,978
============ ============
See accompanying notes.
3
RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
A. DESCRIPTION OF PLAN
PLAN DESCRIPTION
The following description of the Range Resources Corporation 401(k) Plan (the
"Plan") provides only general information. The Plan is sponsored by Range
Resources Corporation (the "Company"). Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering employees of the Company who
are eighteen years of age or older. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). Effective August 25,
1998 the Plan changed its name from Lomak Petroleum, Inc. 401(k) Plan and Trust
to Range Resources Corporation 401(k) Plan. The Plan was last restated January
1, 2001, when the Plan adopted the prototype plan provided by CPI Qualified Plan
Consultants as a substitution and amendment of an existing retirement plan
originally established January 1, 1989.
CONTRIBUTIONS
Participants may contribute up to 15% of pre-tax annual compensation, as defined
by the Plan. Contributions are subject to limitations on annual additions and
other limitations imposed by the Internal Revenue Code as defined in the Plan
Agreement. Integrated Contributions are equal to 5.70% of each active
participant's eligible compensation in excess of the social security taxable
wage base in 2001 and 2000.
Participants must be employed on the last day of the plan year, and complete
1,000 hours of service during the plan year to be eligible to receive profit
sharing contributions. Each year the Board of Directors determines the
percentage of employee salaries that the Company will contribute. In 2001 and
2000, the Company contributed 6% of employees' salaries in the form of Company
stock.
At the discretion of the Board of Directors, the Company may elect to contribute
a matching contribution based on the amounts of salary reduction of the
participants. No matching contribution was made in 2001 or 2000.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's elective
contribution, employer contribution(s), and earnings thereon. Allocations are
based on participant earnings or account balances as defined in the Plan. The
benefit to which a participant is entitled is the benefit that can be provided
from the participant's vested account.
4
RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
A. DESCRIPTION OF PLAN - CONTINUED
VESTING
Participants are immediately fully vested in their elective contributions plus
actual earnings thereon. Vesting in the Company contribution portion of accounts
plus actual earnings thereon is as follows:
VESTED
YEARS OF SERVICE PERCENTAGE
---------------- ----------
Less than One (1) year 0%
One (1) year 40%
Two (2) years 80%
Three (3) or more years 100%
A year of service for vesting purposes is defined as a period in which a
participant completes at least 1,000 hours of service.
LOANS
Participants may borrow from their fund accounts up to a maximum equal to the
lesser of $50,000 or 50% of their vested account balance. Loan terms range from
one to five years or, in the case of a loan to acquire or construct the primary
residence of a participant, a period not to exceed a repayment period used by
commercial lenders for similar loans. The loans are secured by the balance in
the participant's account and bear interest at the prime rate plus 2%, as
defined by the Participant Loan Program. Principal and interest are paid ratably
through payroll deductions.
BENEFIT PAYMENTS
Participants withdrawing during the year for reasons of service or disability,
retirement, death, or termination are entitled to their vested account balance.
Benefits are distributed in the form of rollovers, lump-sums, installment
payments, or through the purchase of an annuity contract. If withdrawing
participants are not entitled to their entire account balance, the amounts not
received are forfeited and reallocated to the remaining participants once it is
assured that a break in service was incurred by the withdrawing participant.
Disbursements for benefits are recorded when paid.
FORFEITURES
Forfeited balances of terminated participants' non-vested accounts are
reallocated to the account balances of the remaining participants. At December
31, 2001 and 2000, forfeited amounts approximated $13,300 and $5,700,
respectively, and had not been allocated.
5
RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
A. DESCRIPTION OF PLAN - CONTINUED
ADMINISTRATIVE EXPENSES
The Plan or Plan Sponsor pays administrative expenses of the Plan. During 2001
and 2000, the Plan Sponsor paid approximately $12,000 and $19,600 of Plan
expenses on behalf of the Plan, respectively.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are presented on the accrual basis of
accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principals
generally accepted in the United States of America, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
INVESTMENTS
Investments are valued at fair market value. The Common Stock of Range Resources
Corporation 401(k) Plan is valued at the last reported sales price on the last
business day of the plan year.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Net realized gain or loss on
investments is the difference between the proceeds received upon the sale of
investments and the market value of investments as of the end of the preceding
year or the average cost of those assets if acquired during the current year.
Unrealized appreciation or depreciation of investments represents the increase
or decrease in market value during the year.
These investments are subject to market or credit risks customarily associated
with equity investments.
CONTRIBUTIONS
Contributions from the participants and the employer are accrued in the period
in which they are deducted in accordance with salary deferral agreements and as
they become obligations of the Company, as determined by the Plan's
administrator.
6
RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
PAYMENT OF BENEFITS
Benefits are recorded when paid.
PRESENTATION
Certain 2000 amounts have been reclassified to conform to the 2001 presentation.
PLAN EXPENSES
Employees of the Company perform certain administrative functions with no
compensation from the Plan. Administrative costs of the Plan are paid by the
Company and are not reflected in the accompanying financial statements.
C. INVESTMENTS
Participants may direct their 401(k) assets to be invested in any combination of
investment funds and Range Resources Corporation common stock. Descriptions of
those investment options are as follows:
Range Resources Common Stock Fund: The fund will invest in Range Resources
common stock and a percentage of cash in a Short Term Investment Fund ("STIF").
A daily review will be completed by Investors Bank and Trust ("IBT") to
determine whether the cash position has fallen below or increased above the
specified percentage range of the overall portfolio market value as instructed
and established by the Company.
AIM Money Market Fund: seeks current income and liquidity with preservation of
capital by investing in money market securities.
Bond Fund of America: seeks current income by investing primarily in
investment-grade debt obligations.
Investment Company of America Fund: seeks long-term growth of capital and
income.
AIM Balanced Fund: seeks current income and capital appreciation by investing in
a combination of equity and fixed income securities.
AIM Blue Chip Fund: seeks long-term growth of capital and income.
AIM Constellation Fund: seeks long-term capital appreciation.
AIM Aggressive Growth Fund: seeks long-term capital appreciation.
7
RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
C. INVESTMENTS - CONTINUED
AIM International Equity Fund: seeks capital appreciation by investing primarily
in equity securities in foreign companies.
Oppenheimer Global Fund: seeks capital appreciation by investing primarily in
equity securities of foreign and domestic companies.
The following table presents the individual investments that exceeded 5% of the
Plan's net assets available for benefits at December 31,:
DESCRIPTION 2001 2000
----------- ---------- ----------
Range Resources Common Stock $1,338,107 $1,898,194
Investment Co of America 566,880 --
AIM Balanced 507,252 --
AIM Blue Chip 486,698 --
AIM Cash Reserves 269,630 --
Bond fund of America 211,417 --
Range Resources common stock represents approximately 34% and 39% of total net
assets available for benefits at December 31, 2001 and 2000, respectively.
D. TAX STATUS
The Internal Revenue Service ("IRS") issued its latest determination letter on
March 2, 1995, which stated that the Plan and underlying trust qualify under the
applicable provisions of the Internal Revenue Code and therefore are exempt from
Federal income taxes. Subsequently, the Plan has been amended and restated. The
Plan Sponsor and its legal counsel believe the Plan, as currently designed and
operated is in compliance with the applicable requirement of the Internal
Revenue Service.
E. TRANSACTIONS WITH PARTIES IN INTEREST
Participants have the option to invest in Range Resources Corporation common
stock.
F. TRANSFER OF ASSETS
In April 2000, $4,185,692 of funds and $496,090 of Range Resources common stock
were transferred to Great Lakes Energy Plan as part of a corporate spin-off. All
participants were fully vested.
8
RANGE RESOURCES CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
G. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right to
terminate the Plan at any time, subject to the provisions of ERISA. In the event
of such termination of the Plan, participants would become fully vested and the
net assets of the Plan would be distributed among the participants in accordance
with ERISA.
H. SUBSEQUENT EVENTS
Effective January 1, 2002, the Plan was amended and restated ("Plan Amendment")
and the definition of compensation as it relates to the Plan was changed. The
definition of compensation will be modified to exclude all bonuses and amounts
taxed to employees in connection with purchases of discounted stocks. The Plan
was amended to exclude temporary employees as eligible employees to the Plan.
The Plan was amended to increase participant contributions to 50% of pre-tax
annual compensation, as defined by the Plan.
In 1998, Lomak Petroleum, Inc acquired Domain Energy Corporation ("Domain") via
merger and changed the resulting company's name to Range Resources Corporation.
The Plan was amended to allow Domain employees to be eligible for the Plan, and
the Range Energy Ventures Corporation 401(k) Plan ("Domain Plan") assets were
frozen. Subsequent to the Plan's year-end, the Company will merge Domain Plan
assets into the Plan. On March 14, 2002, Domain received a favorable letter of
determination relating to Domain Plan's tax qualification status prior to
merging the Domain Plan with the Plan.
9
SUPPLEMENTAL SCHEDULE
10
RANGE RESOURCES CORPORATION 401(k) PLAN
FORM 5500, SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2001
EIN: 34-1312571
PLAN: 002
(c) (d)
(b) DESCRIPTION FAIR
(a) IDENTITY OF ISSUE OF INVESTMENTS VALUE
--- ----------------- -------------- ---------------
Aim Cash Reserves Mutual Fund $ 269,630
Bond Fund of America Mutual Fund 211,417
Investment Co of America Mutual Fund 566,880
AIM Balanced Mutual Fund 507,252
AIM Blue Chip Mutual Fund 486,698
AIM Constellation Mutual Fund 172,419
AIM Aggressive Growth Mutual Fund 163,982
AIM International Equity Mutual Fund 68,981
OPP Global Mutual Fund 90,895
* Range Resources Common Stock 1,338,107
* Participant Loans Prime rate 117,648
---------------
$ 3,993,909
===============
* Party In Interest
11
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RANGE RESOURCES CORPORATION
401(k) PLAN AND TRUST
FORM 11-K
December 31, 2001
--------------------------------------------------------------------------------
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on their behalf by the
undersigned hereunto duly authorized.
RANGE RESOURCES CORPORATION
401(k) PLAN AND TRUST
June 28, 2002 By: /s/ Rodney L. Waller
-------------------------
Rodney L. Waller, Trustee
/s/ Eddie M. LeBlanc
-------------------------
Eddie M. LeBlanc, Trustee
--------------------------------------------------------------------------------
12
Exhibit Index
EXHIBIT
NUMBER DESCRIPTION
------ -----------
23* Consent of independent accountants
* included herewith
13