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