0001193125-16-596005.txt : 20160519 0001193125-16-596005.hdr.sgml : 20160519 20160519155814 ACCESSION NUMBER: 0001193125-16-596005 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160519 DATE AS OF CHANGE: 20160519 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Memorial Resource Development Corp. CENTRAL INDEX KEY: 0001599222 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 464710769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36490 FILM NUMBER: 161663148 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-588-8300 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77002 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: 425 BUSINESS ADDRESS: STREET 1: 100 THROCKMORTON STE. 1200 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-870-2601 MAIL ADDRESS: STREET 1: 100 THROCKMORTON STE. 1200 CITY: FT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: LOMAK PETROLEUM INC DATE OF NAME CHANGE: 19920703 425 1 d160002d8ka.htm 8-K/A 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2016 (May 15, 2016)

 

 

RANGE RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-12209   34-1312571

(State or other jurisdiction

of incorporation or organization)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

100 Throckmorton Street, Suite 1200,

Fort Worth, Texas

   76102
(Address of principal executive offices)   (Zip Code)

(817) 870-2601

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Explanatory Note

Range Resources Corporation is filing this Amendment No. 1 to its Current Report on Form 8-K dated May 18, 2016 and filed with the SEC on May 19, 2016 (the “Original Form 8-K”), to correct a typographical error in the date cited in the first sentence of the first paragraph of the text beneath the heading “Voting and Support Agreement” in Item 1.01 of the Original Form 8-K, which is corrected by this filing to be “May 15, 2016”. This Form 8-K/A amends and restates in its entirety the first paragraph under the heading “Voting and Support Agreement” in Item 1.01 of the Original Form 8-K. No other changes are made to the Original Form 8-K by this Amendment No. 1. The amended first paragraph under the heading “Voting and Support Agreement” in Item 1.01 of the Original Form 8-K is included below:

 

Item 1.01 Entry into Material Definitive Agreement.

On May 15, 2016, MRD Holdco LLC (“Holdco”), Jay Graham, WHR Incentive LLC, a limited liability company beneficially owned by Jay Graham and Anthony Bahr (“WHR”), and Anthony Bahr (collectively, the “Key MRD Stockholders”) entered into a Voting and Support Agreement (the “Voting Agreement”) with Range with respect to the Merger Agreement.

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/ David P. Poole
Name:   David P. Poole
Title:   Senior Vice President—General Counsel and Corporate Secretary