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 18, 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 18, 2005, Belden & Blake Corporation commenced a tender offer and consent solicitation to purchase for cash any and all of its outstanding $192,500,000 aggregate principal amount of 8.75% Senior Secured Notes due 2012. The news release is attached to this Form 8-K 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 ("the Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or in the Exchange Act except as may be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1 News release dated July 18, 2005 announcing commencement of a tender offer and consent solicitation for the Company's 8.75% Senior Secured Notes due 2012.

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 19, 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	News Release dated July 18, 2005 announcing commencement of a tender offer and consent solicitation for the Company's 8.75% Senior Secured Notes due 2012

EX-99.1

Belden & Blake Corporation
News Release

5200 Stoneham Road, North Canton, Ohio 44720
Phone: 330-499-1660
Fax: 330-497-5463

Contact: Bob Peshek
Senior Vice President and
Chief Financial Officer FOR IMMEDIATE RELEASE
July 18, 2005

Belden & Blake Commences Tender Offer For Its
8.75% Senior Secured Notes due 2012

North Canton, Ohio – July 18, 2005– Belden & Blake Corporation (“Belden & Blake” or the “Company”) 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 $192,500,000 aggregate principal amount of 8.75% Senior Secured Notes due 2012 (the “Securities”) (CUSIP Number 077447AE0).

Belden & Blake is offering to purchase outstanding Securities at 101.5% of the principal amount of the Securities tendered, which includes a consent payment of 1.50%, 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 Friday, July 29, 2005. Holders who validly tender Securities after that time and at or prior to 9:00 a.m., New York City time on Monday, August 15, 2005, the expiration of the Tender Offer, will receive 100% of the principal amount of the Securities tendered and will not receive the 1.50% 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 acquisition of the parent company of Belden & Blake by certain institutional funds (the “Funds”) managed by EnerVest Management Partners, Ltd., a Houston-based privately held oil and gas operator and institutional funds manager. The Tender Offer is conditioned on the closing of the proposed sale, which is expected to occur on August 5, 2005, but may be postponed by either party until as late as August 16, 2005.

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. The amendments also include elimination of the requirement that Belden & Blake offer to purchase the outstanding Securities at a price equal to 101% of principal amount plus accrued and unpaid interest in the event of a change of control. The Company believes that the pending sale of the parent company would result in a change of control. If the Tender Offer and Consent Solicitation is consummated and the indenture amendments are adopted, Belden & Blake would not be required to effect an offer for the remaining outstanding Securities.

All holders who validly tender their Securities by 9:00 a.m., New York City time, on Monday, August 15, 2005, are expected to receive payment promptly thereafter. However, only holders who tender Securities on or prior to 5:00 p.m. New York City time, on Friday, July 29, 2005 will receive the 1.50% consent payment, which will be paid promptly after the expiration of the Tender Offer.

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, and the closing of the proposed sale of the parent company of Belden & Blake. While there is no financing condition to the Tender Offer, the Company has been advised by EnerVest that it should expect to have sufficient funds to allow it to consummate the Tender Offer from borrowings on a new credit facility being negotiated by EnerVest, cash on hand and loans or equity investments provided by the Funds.

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) 357-3019 (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 July 18, 2005.

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 most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission.

Belden & Blake engages in the exploitation, development, production, operation and acquisition of oil and natural gas properties in the Appalachian and Michigan Basins (a region which includes Ohio, Pennsylvania, New York and Michigan). Belden & Blake is a subsidiary of Capital C Energy Operations, LP, an affiliate of Carlyle/Riverstone Global Energy and Power Fund II, L.P.

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