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): August 15, 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 August 15, 2005, Belden & Blake Corporation terminated its previously announced tender 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 August 15, 2005 announcing termination 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
August 16, 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 August 15, 2005 announcing termination 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		Exhibit 99.1
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 August 15, 2005 E-mail: bpeshek@beldenblake.com

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

North Canton, Ohio – August 15, 2005– Belden & Blake Corporation (the “Company”) announced today that it has terminated its previously announced tender 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 (CUSIP Number 077447AE0). The tender offer period expired this morning without a sufficient amount of notes having been tendered to meet the consent condition. Accordingly, the Company will purchase no notes pursuant to the tender offer. All tendered notes will be released to tendering holders.

The termination of the tender offer should not affect the expected acquisition of the parent company of Belden & Blake by certain institutional funds managed by EnerVest Management Partners, Ltd., a Houston-based privately held oil and gas operator and institutional funds manager. The acquisition is expected to close tomorrow, August, 16, 2005.

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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