-----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, K9OK4q38htsXL2Jw5ogfKsDlHM3giLPYj+WUR5Kupwip1XY8lfSZgiw+hwfpdVwe CpfZsJFzO+zsBzL6IL8QIw== 0000950152-01-503102.txt : 20010706 0000950152-01-503102.hdr.sgml : 20010706 ACCESSION NUMBER: 0000950152-01-503102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010629 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELDEN & BLAKE CORP /OH/ CENTRAL INDEX KEY: 0000880114 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 341686642 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20100 FILM NUMBER: 1675552 BUSINESS ADDRESS: STREET 1: 5200 STONEHAM RD STREET 2: P O BOX 2500 CITY: NORTH CANTON STATE: OH ZIP: 44720 BUSINESS PHONE: 3304991660 MAIL ADDRESS: STREET 1: 5200 STONEHAM RD STREET 2: P O BOX 2500 CITY: NORTH CANTON STATE: OH ZIP: 44720 8-K 1 l89302ae8-k.txt BELDEN & BLAKE CORPORATION FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) June 29, 2001 ------------- BELDEN & BLAKE CORPORATION -------------------------- (Exact name of registrant as specified in its charter) Ohio 0-20100 34-1686642 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 5200 Stoneham Road, North Canton, Ohio 44720 - ----------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) (330) 499-1660 -------------- Registrant's telephone number, including area code 2 Item 5. Other Events On June 29, 2001, Belden & Blake Corporation ("Belden & Blake" or the "Company") amended its $100 million revolving credit facility ("the Revolver") from Ableco Finance LLC and Foothill Capital Corporation. The amendment extended the Revolver's final maturity date to April 22, 2004, from August 23, 2002, increased the letter of credit sub-limit from $20 million to $30 million and eliminated the effects of Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," from covenant calculations. The Company paid approximately $200,000 in fees and expenses related to the amendment. The amendment extended the financial covenant for senior interest coverage ratio of 3.2 to 1 for the quarters ending September 30, 2002, through March 31, 2004; and a senior debt leverage ratio of 2.7 to 1 was extended for the quarters ending September 30, 2002, through March 31, 2004. These ratios will be calculated quarterly based on the financial results of the previous four quarters. The amendment added an early termination fee equal to .25% of the facility if terminated between the effective date and May 31, 2002. If termination is after May 31, 2002 but before May 31, 2003, the termination fee is .125% of the facility. There is no termination fee after May 31, 2003. The Company is required to hedge at least 20% but not more than 80% of its estimated hydrocarbon production, on an Mcfe (Million cubic feet of natural gas equivalent) basis, for the succeeding 12 months on a rolling 12 month basis. Based on the Company's hedges currently in place and its expected production levels the Company is in compliance with this hedging requirement through March 2003. Item 9. Regulation FD Disclosure Belden & Blake is furnishing the following information under Item 9 of this Current Report on Form 8-K. The information in this report is furnished pursuant to Item 9 and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, except if the Company specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Securities Act of the Exchange Act. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. The information in this document includes forward-looking statements that are made pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, and the business prospects of Belden & Blake are subject to a number of risks and uncertainties which may cause the Company's actual results in future periods to differ materially from the forward-looking statements contained herein. These risks and uncertainties include, but are not limited to, the Company's access to capital, the market demand for and prices of oil and natural gas, the Company's oil and gas production and costs of operation, results of the Company's future drilling activities, the uncertainties of reserve estimates and environmental risks. These and other risks are described in the Company's 10-K and 10-Q reports and other filings with the Securities and Exchange Commission. To manage its exposure to natural gas price volatility, the Company may partially hedge its physical gas sales prices by selling futures contracts on the New York Mercantile Exchange ("NYMEX") or by selling NYMEX based commodity derivative contracts which are placed with major financial institutions that the Company believes are minimal credit risks. The contracts may take the form of 3 futures contracts, swaps, collars or options. The Company's financial results and cash flows can be significantly impacted as commodity prices fluctuate widely in response to changing market conditions. Accordingly, the Company may modify its fixed price contract and financial hedging positions by entering into new transactions or terminating existing contracts. The following table reflects the natural gas volumes and the weighted average prices under financial hedges and fixed price contracts (including settled hedges) at June 29, 2001:
NATURAL GAS SWAPS FIXED PRICE CONTRACTS ----------------------------------------- --------------------------- ESTIMATED ESTIMATED NYMEX WELLHEAD WELLHEAD PRICE PRICE ESTIMATED PRICE QUARTER ENDING Bbtu PER Mmbtu PER Mcf Mmcf PER Mcf - -------------- ------------ ------------- ------------ ------------- ------------ September 30, 2001 1,950 $ 4.50 $ 4.65 1,250 $ 3.85 December 31, 2001 2,400 4.77 4.99 900 4.40 ------------ ------------- ------------ ------------- ------------ 4,350 $ 4.65 $ 4.84 2,150 $ 4.08 ============ ============= ============ ============= ============ March 31, 2002 2,550 $ 4.95 $ 5.20 970 $ 4.65 June 30, 2002 2,550 4.61 4.76 700 4.30 September 30, 2002 2,550 4.61 4.76 620 4.30 December 31, 2002 2,550 4.63 4.84 560 4.45 ------------ ------------- ------------ ------------- ------------ 10,200 $ 4.70 $ 4.89 2,850 $ 4.45 ============ ============= ============ ============= ============
NATURAL GAS COLLARS ------------------------------------------------------ NYMEX PRICE ESTIMATED PER Mmbtu WELLHEAD PRICE QUARTER ENDING Bbtu FLOOR/CAP PER Mcf - -------------- ------------ ------------------- ------------------- March 31, 2003 1,650 $ 3.40 - 5.23 $ 3.60 - 5.43 June 30, 2003 1,650 3.40 - 5.23 3.60 - 5.43 September 30, 2003 1,650 3.40 - 5.23 3.60 - 5.43 December 31, 2003 1,650 3.40 - 5.23 3.60 - 5.43 ------------ ------------------- ------------------- 6,600 $ 3.40 - 5.23 $ 3.60 - 5.43 ============ =================== ===================
Bbtu - BILLION BRITISH THERMAL UNITS Mmcf - MILLION CUBIC FEET Mmbtu - MILLION BRITISH THERMAL UNITS Mcf - THOUSAND CUBIC FEET At June 29, 2001, the natural gas swaps and collars above represented approximately $17.1 million in unrealized gains. 4 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. Date: July 3, 2001 BELDEN & BLAKE CORPORATION ------------ (Registrant) By: /s/ Robert W. Peshek -------------------------------- Robert W. Peshek, Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----