-----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, PjK/PN7yV8t3XpRdZ3DtTAoT4+w/ufzf/TROtuJQwQNZbrChBiza59zh7/GTYIf3 w+BDHVqNv7bTszkRAT3Nbg== 0000950152-04-004862.txt : 20040624 0000950152-04-004862.hdr.sgml : 20040624 20040624162316 ACCESSION NUMBER: 0000950152-04-004862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040623 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040624 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: 04879783 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 l08272ae8vk.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 23, 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 23, 2004, Belden & Blake Corporation (the "Company") announced plans to offer $192.5 million principal amount of Senior Secured Notes due 2012 pursuant to a private placement. The offering is expected to close on or about the week of July 5, 2004. The press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. On June 24, 2004, Belden & Blake Corporation announced that it had executed a Letter Agreement with a third-party buyer, pursuant to which the Company will sell substantially all of its Trenton Black River assets. The assets are located primarily in New York, Pennsylvania, Ohio and West Virginia. The transaction is expected to close before the end of June. 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 23, 2004 announcing plans to offer $192.5 million principal amount of Senior Secured Notes due 2012 pursuant to a private placement. 99.2 News release dated June 24, 2004 announcing the Company has executed a Letter Agreement to sell its Trenton Black River assets. 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 24, 2004 BELDEN & BLAKE CORPORATION ----------------- (Registrant) By: /s/ Frederick J. Stair ---------------------------------------- Frederick J. Stair, Vice President and Corporate Controller EX-99.1 2 l08272aexv99w1.txt EX-99.1 PRESS RELEASE DATED JUNE 23, 2004 EXHIBIT 99.1 Belden & Blake Corporation News Release 5200 Stoneham Road, North Canton, Ohio 44720 Phone: 330-499-1660 Fax: 330-497-5463 Contact: Patricia A. Harcourt FOR IMMEDIATE RELEASE Vice President, Administration June 23, 2004 E-mail: pharcourt@beldenblake.com BELDEN & BLAKE ANNOUNCES PLANS TO OFFER $192.5 MILLION PRINCIPAL ---------------------------------------------------------------- AMOUNT OF SENIOR SECURED NOTES DUE 2012 IN A PRIVATE PLACEMENT -------------------------------------------------------------- North Canton, Ohio - Belden & Blake Corporation announced today its plans to offer $192.5 million principal amount of Senior Secured Notes due 2012 pursuant to a private placement. The offering is expected to close on or about the week of July 5, 2004. The Senior Secured Notes will be offered to qualified institutional buyers in reliance on Rule 144A and to non-U.S. persons under Regulation S. The net proceeds from the offering will be used principally to refinance the Company's existing indebtedness in connection with a merger of a subsidiary of Capital C Energy Operations, LP, a private investment entity controlled by Carlyle/Riverstone Global Energy and Power Fund II, L.P., with and into the Company, as well as to fund working capital. The Senior Secured Notes will not be registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act of 1933. This news release does not constitute an offer to sell or a solicitation of an offer to buy these securities. 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 exploitation, 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). # # # EX-99.2 3 l08272aexv99w2.txt EX-99.2 PRESS RELEASE DATED JUNE 24, 2004 EXHIBIT 99.2 Belden & Blake Corporation NEWS RELEASE 5200 Stoneham Road o North Canton, Ohio 44720 o (330) 499-1660 o FAX (330) 497-5463 CONTACT: Patricia A. Harcourt FOR IMMEDIATE RELEASE Vice President, Administration June 24, 2004 E-mail: pharcourt@beldenblake.com Belden & Blake to Sell Trenton Black River Assets NORTH CANTON, OH -- Belden & Blake Corporation today announced that it has executed a Letter Agreement with a third-party buyer, pursuant to which Belden & Blake will sell substantially all of the Company's Trenton Black River assets. The assets are located primarily in New York, Pennsylvania, Ohio and West Virginia. The transaction is expected to close before the end of June. 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). Randall & Dewey, an oil and gas strategic advisory and consulting firm based in Houston, Texas, 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. ### -----END PRIVACY-ENHANCED MESSAGE-----