-----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, EPQOrwQl02qsvD1ZdokH8/HDEIOGKJTyDNrSNWhab0/C8Jw2bREkxslwh7fdBraz HaDgZ/EQD/ghdfl0UkmeZA== 0000950152-04-004781.txt : 20040622 0000950152-04-004781.hdr.sgml : 20040622 20040622164800 ACCESSION NUMBER: 0000950152-04-004781 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040615 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040622 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: 1934 Act SEC FILE NUMBER: 000-20100 FILM NUMBER: 04875263 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 FORMER COMPANY: FORMER CONFORMED NAME: BELDEN & BLAKE ENERGY CORP /OH DATE OF NAME CHANGE: 19920427 8-K 1 l08095ae8vk.txt BELDEN & BLAKE CORPORATION 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 15, 2004 ------------- 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 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On June 15, 2004, Belden & Blake Corporation, an Ohio corporation (the "Company"), entered into an Agreement and Plan of Merger with an affiliate of Capital C Energy, LLC, a private investment limited partnership controlled by Carlyle/Riverstone Global Energy and Power Fund II, L.P. The press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. On June 16, 2004, Belden & Blake Corporation commenced a cash tender offer and consent solicitation to purchase for cash any and all of its outstanding $225,000,000 aggregate principal amount of 9 7/8% Senior Subordinated Notes due 2007. The press release is attached to this Form 8-K as Exhibit 99.2 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are filed herewith: 99.1 News release dated June 16, 2004 announcing Agreement and Plan of Merger entered into on June 15, 2004. 99.2 News release dated June 16, 2004 announcing commencement of a tender offer and consent solicitation for the Company's 9 7/8% Senior Subordinated Notes due 2007. 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: June 21, 2004 BELDEN & BLAKE CORPORATION ----------------- (Registrant) By: /s/ Robert W. Peshek --------------------------------- Robert W. Peshek, Senior Vice President and Chief Financial Officer EX-99.1 2 l08095aexv99w1.txt EXHIBIT 99.1 - NEWS RELEASE EXHIBIT 99.1 BELDEN & BLAKE CORPORATION NEWS RELEASE 5200 STONEHAM ROAD - NORTH CANTON, OHIO 44720 - (330) 499-1660 FAX (330) 497-5463 CONTACT: PATRICIA A. HARCOURT FOR IMMEDIATE RELEASE VICE PRESIDENT, ADMINISTRATION JUNE 16, 2004 E-MAIL: PHARCOURT@BELDENBLAKE.COM BELDEN & BLAKE CORPORATION AGREES TO A MERGER WITH CARLYLE/RIVERSTONE AFFILIATE, CAPITAL C ENERGY OPERATIONS NORTH CANTON, OH -- Belden & Blake Corporation today announced that it has signed a definitive agreement and plan of merger with an affiliate of Capital C Energy, LLC, ("Capital C"), a private investment limited partnership controlled by Carlyle/Riverstone Global Energy and Power Fund II, L.P. Under the terms of the agreement, Capital C will acquire the Company in an all-cash transaction. Certain Company assets are expected to be sold prior to the closing of the transaction. The obligations of the parties to complete the merger are subject to the satisfaction of various conditions, including approval by the Belden & Blake shareholders. The merger is anticipated to close by the end of June. Belden & Blake will become a wholly-owned subsidiary of Capital C. Belden & Blake Corporation engages in the exploration, development and production of natural gas and oil, and the gathering of natural gas in the Appalachian and Michigan Basins (a region which includes Ohio, Pennsylvania, New York and Michigan). Capital C was established in 2002 to acquire, own and operate onshore oil and gas mineral interests in the United States. The partnership focuses on extensively developed and low risk fields, medium- to long-life producing reserves, and stable and predictable operating costs. Riverstone Holdings and The Carlyle Group are the co-general partners of the Carlyle/Riverstone Global Energy and Power Fund II. Riverstone, a New York-based energy and power focused private equity firm founded in 2000, has approximately $1.5 billion under management. Riverstone conducts buyout and growth capital investments in the midstream, upstream, power, and oilfield service sectors of the energy industry. To date, the firm has committed approximately $875 million to 10 investments across each of these four sectors. The Carlyle Group is a global private equity firm with more than $18 billion under management. Carlyle invests in buyouts, venture, real estate, and leveraged finance in North America, Europe, and Asia. Randall & Dewey, an oil and gas strategic advisory and consulting firm out of Houston, TX, acted as advisors to Belden & Blake. The information in this release 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. EX-99.2 3 l08095aexv99w2.txt EXHIBIT 99.1 - NEWS RELEASE EXHIBIT 99.2 BELDEN & BLAKE CORPORATION NEWS RELEASE 5200 Stoneham Road, North Canton, Ohio 44740 Phone: 330-499-1660 Fax: 330-497-5463 Contact Patricia A. Harcourt FOR IMMEDIATE RELEASE Vice President, Administration June 16, 2004 E-mail: pharcourt@beldenblake.com BELDEN & BLAKE COMMENCES TENDER OFFER FOR ITS 9 7/8% SENIOR SUBORDINATED NOTES DUE 2007 North Canton, Ohio - Belden & Blake Corporation announced today that it has commenced a tender offer ("Tender Offer") and consent solicitation ("Consent Solicitation") to purchase for cash any and all of its outstanding $225,000,000 aggregate principal amount of 9 7/8% Senior Subordinated Notes due 2007 (the "Securities") (CUSIP Number 077447AC4). Belden & Blake is offering to purchase outstanding Securities at 102.5% of the principal amount of the Securities tendered, which includes a consent payment of 2.50%, to the holders of Securities (the "Holders") who validly tender their Securities, and deliver consents to amendments of the indenture governing the Securities, prior to 5:00 p.m., New York City time, on Tuesday, June 29, 2004. Holders who validly tender Securities after that time and prior to 5:00 p.m., New York City time on July 15, 2004, the expiration of the Tender Offer, will receive 100% of the principal amount of the Securities tendered and will not receive the 2.50% consent payment. Holders who validly tender Securities at any time during the tender offer period also will be paid accrued and unpaid interest up to, but not including, the applicable date of payment for the Securities. The Tender Offer and Consent Solicitation is being conducted in conjunction with the financing of a merger (the "Merger") of a subsidiary of Capital C Energy Operations, L.P., a privately held partnership, with and into Belden & Blake, pursuant to an Agreement and Plan of Merger, dated June 15, 2004. The Securities are redeemable at the option of Belden & Blake, at a redemption price equal to 101.646% of their principal amount plus accrued and unpaid interest to the redemption date. The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on Thursday, July 15, 2004, unless extended or earlier terminated. Holders tendering their Securities will be required to consent to certain proposed amendments to the indenture governing the Securities, which will eliminate substantially all of the indenture's restrictive covenants. Holders may not tender their Securities without delivering consents or deliver consents without tendering their Securities. Holders who validly tender their Securities by 5:00 p.m., New York City time, on June 29, 2004, are expected to receive payment promptly thereafter, and Holders who tender Securities after 5:00 p.m. on June 29th and prior to the offer's expiration at 5:00 p.m., New York City time, on July 15, 2004 are expected to receive payment promptly thereafter. The Tender Offer is subject to the satisfaction of certain conditions, including the Company's receipt of tenders of Securities representing a majority of the principal amount of such Securities outstanding, the Company having closed the Merger, and the Company having secured sufficient funds which will allow it to consummate the Tender Offer and Consent Solicitation. Belden & Blake has engaged Goldman, Sachs & Co. to act as the exclusive dealer manager and solicitation agent for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to Goldman, Sachs & Co., 85 Broad Street, 29th Floor, NY, NY 10004, Attn: Credit Liability Management Group, at (800) 828-3182 (U.S. toll free) or (212) 902-4419 (collect). Requests for documentation may be directed to Global Bondholder Services Corporation, at (212) 430-3774 (collect; for banks and brokers) or (866) 795-2200 (toll free; for all other than banks and brokers). This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The Tender Offer is being made solely by the Offer to Purchase and Consent Solicitation Statement dated June 16, 2004. The information in this release 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. Belden & Blake Corporation engages in the exploration, development and production of natural gas and oil, and the gathering of natural gas in the Appalachian and Michigan Basins (a region which includes Ohio, Pennsylvania, New York, and Michigan). # # # -----END PRIVACY-ENHANCED MESSAGE-----