-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KRAwDoZv7BP+7tfuyXAiDqRStepCPkpih2gdS7MlVhYQ38sbAT/OPR7B1uQSrEVY OJ+6x6gmNLbuo/taYdjmDA== 0000950152-00-001945.txt : 20000323 0000950152-00-001945.hdr.sgml : 20000323 ACCESSION NUMBER: 0000950152-00-001945 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000322 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH COAST ENERGY INC / DE/ CENTRAL INDEX KEY: 0000839950 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 341594000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46849 FILM NUMBER: 575828 BUSINESS ADDRESS: STREET 1: 1993 CASE PKWY STREET 2: STE 320 CITY: TWINSBURG STATE: OH ZIP: 44087 BUSINESS PHONE: 3304252330 MAIL ADDRESS: STREET 1: 1993 CASE PKWY STREET 2: STE 320 CITY: TWINSBURG STATE: OH ZIP: 44087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RANGE RESOURCES CORP CENTRAL INDEX KEY: 0000315852 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 341312571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 THROCKMORTON ST CITY: FORTH WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178702601 MAIL ADDRESS: STREET 1: 1160 SUNNYSIDE STREET 2: 1160 SUNNYSIDE CITY: HARTVILLE STATE: OH ZIP: 44632 FORMER COMPANY: FORMER CONFORMED NAME: LOMAK PETROLEUM INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 NORTH COAST ENERGY, INC./RANGE RESOURCES AMD#1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* North Coast Energy, Inc. - -------------------------------------------------------------------------------- (Name of the Issuer) Common Stock (Ordinary Shares), par value $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 658649 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) Michael D. Wortley, Esq. Vinson & Elkins L.L.P. 3700 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201-2975 (214) 220-7700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 25, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 7 2 SCHEDULE 13D/A (AMENDMENT NO. 1) - ------------------------------ ----------------------- CUSIP NO. 658649 10 8 PAGE 2 OF 7 PAGES ------------------ --- --- - ------------------------------ ----------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Range Resources Corp., formerly known as Lomak Petroleum, Inc. EIN: 34-1312571 - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) : - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - Sale of Securities - -------- ----------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) .............. - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------- ----------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 759,675 BENEFICIALLY -------- ----------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING -0- PERSON -------- ----------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 759,675 -------- ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------- ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 759,675 - -------- ----------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) .............. - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------- ----------------------------------------------------------------------- 3 SCHEDULE 13D/A (AMENDMENT NO. 1) - ------------------------------ ----------------------- CUSIP NO. 658649 10 8 PAGE 3 OF 7 PAGES ------------------ --- --- - ------------------------------ ----------------------- This Amendment No. 1 to Schedule 13D is being filed by Range Resources Corporation ("Seller") to amend Items 1, 7, 9, 11 and 13 of the cover page and Items 1, 2, 4(a), 5(a) and 5(b) of the original Schedule 13D dated August 28, 1996. Items 3, 4(b), 5(c), 5(d), 5(e), 6 and 7 of the original Schedule 13D remain unchanged. Unless otherwise indicated, capitalized terms used but not defined herein which are defined in the original Schedule 13D shall have the meanings assigned to such terms in the original Schedule 13D. ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the Common Stock, par value $.01 per share (the "Common Stock"), of North Coast Energy, Inc., a Delaware corporation ("North Coast"). The principal executive officers of North Coast are located at 5311 Northfield Road, Suite 320, Cleveland, Ohio 44146-1135. ITEM 2. IDENTITY AND BACKGROUND The information set forth below is given with respect to Range Resources Corporation, a Delaware corporation ("Range"), the reporting person of this statement, and each director and executive officer of Range. Column (a) indicates the name of each person; column (b) indicates the business address of each person; column (c) indicates each person's present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted or its principal business, as applicable; column (d) indicates whether or not, during the last five years, such person, or any executive officer, director or controlling person of such person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case; column (e) indicates whether or not, during the last five years, such person, or any executive officer, director or controlling person of such person, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, and, if so, identifies and describes such proceedings and summarizes the terms of such judgment, decree or final order; and column (f) indicates the citizenship of such person, if applicable.
- ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- (a) (b) (c) (d) (e) (f) - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- Range Resources 500 Throckmorton Street Range is engaged in the oil and bas business. No No Delaware Corporation Suite 1900 Corporation Fort Worth, TX 76102 - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- Thomas J. Edelman 500 Throckmorton Street Thomas J. Edelman holds the office of Chairman and No No United States Suite 1900 is Chairman of the Board of Directors. Mr. Edelman Fort Worth, TX 76102 joined Range in 1988 and served as its Chief Executive Officer until 1992. Since 1981, Mr. Edelman has been a director and President of Snyder Oil Corporation ("SOCO"). In 1996, Mr. Edelman was appointed Chairman and Chief Executive Officer of Patina Oil and Gas Corporation, an affiliate of SOCO. Prior to 1981, Mr. Edelman was a Vice President of the First Boston Corporation. From 1975 through 1980, Mr. Edelman was with Lehman Brother Kuhn Loeb Incorporated. Mr. Edelman received his Bachelor of Arts Degree from Princeton University and his Masters Degree in Finance from Harvard University's Graduate School of Business Administration. Mr. Edelman is also a director of Petroleum Heat & Power Co., Inc., a Connecticut based fuel oil distributor, Star Gas Corporation, a private company which distributes propane gas, and Command Petroleum Limited, an - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ ---------------
4 SCHEDULE 13D/A (AMENDMENT NO. 1) - ------------------------------ ----------------------- CUSIP NO. 658649 10 8 PAGE 4 OF 7 PAGES ------------------ --- --- - ------------------------------ -----------------------
- ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- international exploration and production company affiliated with SOCO. - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- John H. Pinkerton 500 Throckmorton Street John H. Pinkerton, President, Chief Executive No No United States Suite 1900 Officer and a Director, joined Range in 1988. He Fort Worth, TX 76102 was appointed President in 1990 and Chief Executive Officer in 1992. Previously, Mr. Pinkerton was Senior Vice President - Acquisitions of SOCO. Prior to joining SOCO in 1980, Mr. Pinkerton was with Arthur Andersen & Co. Mr. Pinkerton received his Bachelor of Arts Degree in Business Administration from Texas Christian University and his Master of Arts Degree in Business Administration from The University of Texas. - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- Robert E. Aikman 500 Throckmorton Street Robert E. Aikman, a Director, joined Range in 1990. No No United States Suite 1900 Mr. Aikman has more than 40 years experience in Fort Worth, TX 76102 petroleum and natural gas exploration and production through the United States and Canada. From 1984 to 1994, he was Chairman of the Board of Energy Resources Corporation. From 1979 through 1984, he was the President and principal shareholder of Aikman Petroleum, Inc. From 1971 to 1977, he was President of Dorchester Exploration Inc., and from 1971 to 1980, he was a Director and Member of the Executive Committee of Dorchester Gas Corporation. Mr. Aikman is also Chairman of the Provident Trade Company, President of EROG, Inc., and President of The Hawthorne Company, an entity which organizes joint ventures and provides advisory services for the acquisition of oil and gas properties, including the financial restructuring, reorganization and sale of companies. He was President of Enertec Corporation which was reorganized under Chapter 11 of the Bankruptcy Code in December 1994. In addition, Mr. Aikman is a director of the Panhandle Producers and Royalty Owners Association and a member of the independent Petroleum Association of America, The Texas Independent Producers and Royalty Owners Association and American Association of Petroleum Landmen. Mr. Aikman graduated from the University of Oklahoma in 1952. - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- Allen Finkelson 500 Throckmorton Street Allen Finkelson was appointed a Director in January No No United States Suite 1900 1994. Mr. Finkelson has been a partner at Cravath, Fort Worth, TX 76102 Swaine & Moore since 1977, with the exception of the period from September 1983 through August 1985, when he was a managing director of Lehman Brothers Kuhn Loeb Incorporated. Mr. Finkelson was first employed by Cravath, Swaine & Moore as an associate in 1971. Mr. Finkelson received his Bachelor of Arts Degree from St. Lawrence University and his Doctor of Laws Degree from Columbia University School of Law. - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- Anthony V. Dub 500 Throckmorton Street Anthony V. Dub was elected to serve as a director No No United States Suite 1900 of Range in 1995. Mr. Dub is Managing Director, - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ ---------------
5 SCHEDULE 13D/A (AMENDMENT NO. 1) - ------------------------------ ----------------------- CUSIP NO. 658649 10 8 PAGE 5 OF 7 PAGES ------------------ --- --- - ------------------------------ -----------------------
- ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- Fort Worth, TX 76102 Senior Advisor of CS First Boston, an international investment banking firm with headquarters in New York City. Mr. Dub joined CS First Boston in 1971 and was named a Managing Director in 1981. Mr. Dub received his Bachelor of Arts Degree from Princeton University in 1971. - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- Ben A. Guill 500 Throckmorton Street Ben A. Guill was elected to serve as a director of No No United States Suite 1900 Range in 1995. Mr. Guill is Partner and Managing Fort Worth, TX 76102 Director of Simmons & Company International, an investment banking firm located in Houston, Texas focused exclusively on the oil service and equipment industry. Mr. Guill has been with Simmons & Company since 1980. Prior to joining Simmons & Company, Mr. Guill was with Blyth Eastman Dillon & Company from 1978 to 1980. Mr. Guill received his Bachelor of Arts Degree from Princeton University and his Masters Degree in Finance from the Wharton Graduate School of Business at the University of Pennsylvania. - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- Jonathan S. Linker 500 Throckmorton Street Jonathan S. Linker has served as a Director of the No No United States Suite 1900 Company since August 1998. Mr. Linker has been a Fort Worth, TX 76102 Managing director of First Reserve since 1996, the President and a director of IDC Energy Corporation since 1987, and a Vice president and Director of Sunset Production Corporation since 1991. Mr. Linker earned a Bachelor of Arts degree in Geology from Amherst College, a Master of Arts degree in Geology from Harvard University and a Master of Business Administration degree from the Harvard Business School. - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- Eddie M. LeBlanc III 500 Throckmorton Street Eddie M. LeBlanc III, Senior Vice President and No No United States Suite 1900 Chief Financial Officer joined the Company in Fort Worth, TX 76102 January 2000. Previously Mr. LeBlanc was a founder of Interstate Natural Gas Company, which merged into Coho Energy in 1994. At Coho Energy Mr. LeBlanc served as Senior Vice president and Chief Financial Officer. Mr. LeBlanc's twenty-five years of experience include assignments in the oil and gas subsidiaries of Celeron Corporation and Goodyear Tire and Rubber. Prior to his industry experience, Mr. LeBlanc was with a national accounting firm, he is a certified public accountant, a chartered financial analyst, and holds a Bachelor's degree from University of Southwest Louisiana. - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- Herbert A. Newhouse 500 Throckmorton Street Herbert A. Newhouse, Senior Vice President - Gulf No No United States Suite 1900 Coast, joined the Company in 1998. Prior to joining Fort Worth, TX 76102 Range, Mr. Newhouse served as Executive Vice president of Dormain Energy Corporation. he was a former Vice President of Tenneco Ventures Corporation. Mr. Newhouse was an employee of Tenneco for over 17 years and has 30 years of operational and managerial experience in oil and gas exploration and production. Mr. Newhouse received his Bachelor's degree in Chemical Engineering from Ohio State University. - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ ---------------
6 SCHEDULE 13D/A (AMENDMENT NO. 1) - ------------------------------ ----------------------- CUSIP NO. 658649 10 8 PAGE 6 OF 7 PAGES ------------------ --- --- - ------------------------------ -----------------------
- ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- Chad L. Stephens 500 Throckmorton Street Chad L. Stephens, Vice President, Midcontinent No No United States Suite 1900 Region, joined Range in 1990. Previously, Mr. Fort Worth, TX 76102 Stephens was a landman with Duer Wagner & Co., an independent oil and gas producer, since 1988. Prior thereto, Mr. Stephens was an independent oil operator in Midland, Texas for four years. From 1979 to 1984, Mr. Stephens was a landman for Cities Service Company and HNG Oil Company. Mr. Stephens received his Bachelor of Arts Degree in Finance and Land Management from The University of Texas. - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ --------------- Rodney L. Waller 500 Throckmorton Street Rodney L. Waller, Senior Vice President and No No United States Suite 1900 Corporate Secretary joined Range in September of Fort Worth, TX 76102 1999. Previously, Mr. Waller had been with Snyder Oil Company, now Santa Fe Snyder, since 1977, where he served as a senior vice president. Before joining Snyder, Mr. Waller was employed by Arthur Andersen. Mr. Waller received his Bachelor of Arts degree from Harding University, and holds a certified public accountant designation. - ---------------------- -------------------------- ---------------------------------------------------- ----- ------ ---------------
ITEM 4. PURPOSE OF THE TRANSACTION Item 4(a) is hereby amended and supplemented by adding the following paragraph at the end of Item 4(a): To provide cash for general corporate purposes ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) Items 5(a) and (b) are hereby amended by deleting the first paragraph thereof and substituting therefor the following paragraph: The Purchaser is the record and beneficial owner of 759,675 shares of Common Stock, which represents approximately 13.6% of the Company's outstanding Common Stock. 7 SCHEDULE 13D/A (AMENDMENT NO. 1) - ------------------------------ ----------------------- CUSIP NO. 658649 10 8 PAGE 7 OF 7 PAGES ------------------ --- --- - ------------------------------ ----------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated March __, 2000 RANGE RESOURCES CORPORATION By /s/ EDDIE M. LEBLANC ------------------------------ Eddie M. LeBlanc Senior Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----