8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 Reported): July 5, 2005

Belden & Blake Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	0-20100	34-1686642
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
5200 Stoneham Road, North Canton, Ohio		44720
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 330-499-1660

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:

[  ]  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))

Item 7.01 Regulation FD Disclosure.

On July 5, 2005, Belden & Blake Corporation ("Belden & Blake") announced that the partners of its direct parent company, Capital C Energy Operations, L.P. ("Capital C"), have entered into an agreement to sell all of the partnership interests in Capital C to affiliates of EnerVest Management Partners, Ltd., a privately held oil and gas operator and institutional funds manager ("EnerVest"), which would result in Belden & Blake becoming indirectly wholly owned by affiliates of EnerVest. This press release is attached as Exhibit 99.1.

In accordance with General Instruction B.2. of Form 8-K, the information set forth in this Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

Exhibit 99.1: Press Release dated July 5, 2005.

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.

	Belden & Blake Corporation
July 5, 2005	By:	/s/ Robert W. Peshek
		Name: Robert W. Peshek
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated July 5, 2005.

EX-99.1

Belden & Blake Announces Agreement for Sale of Parent Company

NORTH CANTON, OH – July 5, 2005 — Belden & Blake Corporation (“Belden & Blake”) today announced that the partners of its direct parent company, Capital C Energy Operations, L.P. (“Capital C”), have entered into an agreement to sell all of the partnership interests in Capital C to affiliates of EnerVest Management Partners, Ltd., a privately held oil and gas operator and institutional funds manager (“EnerVest”), which would result in Belden & Blake becoming indirectly wholly owned by affiliates of EnerVest.

In connection with the sale, a change in control of Belden & Blake will result under the indenture governing Belden & Blake’s outstanding $192.5 million aggregate principal amount of 8-3/4% Senior Secured Notes due 2012. If the closing of the sale occurs, Belden & Blake will be obligated to make an offer to repurchase the Notes at 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest.

Closing of the sale transaction is expected to occur within 45 days, subject to confirmation of representations and warranties, satisfactory negotiation of certain amendments and consents to Belden & Blake’s existing oil and gas hedge agreements and the termination of any waiting period under antitrust laws, if applicable.

Headquartered in North Canton, Ohio, Belden & Blake is one of the oldest and largest oil and gas producers in the Appalachian and Michigan Basins with estimated proved reserves of approximately 285 Bcfe at the end of 2004. The company is engaged in every aspect of the development and production of its extensive resource base including exploitation, operation, compression, gathering and marketing.

The statement made in this release regarding expectation of closing the sale transaction is a forward-looking statement that is made pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. This statement is subject to the risk and uncertainty that the conditions to the closing set forth in this release can be met and met on a timely basis.