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) May 30, 2003
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BELDEN & BLAKE CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 0-20100 34-1686642
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
5200 Stoneham Road, North Canton, Ohio 44720
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(Address of principal executive offices) (Zip Code)
(330) 499-1660
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Registrant's telephone number, including area code
ITEM 5. OTHER EVENTS.
On May 30, 2003, the Company amended its $100 million revolving credit
facility (the "Revolver"). The amendment increased the total commitment amount
from $100 million to $125 million solely to provide for a special letter of
credit facility in the amount of $25 million which combined with the existing
letter of credit sub-limit of $55 million would allow a total of $80 million in
letters of credit. The amendment also extended the Revolver's final maturity
date to June 30, 2006, from December 31, 2005.
The Revolver, as amended, is subject to certain financial covenants.
These include a quarterly senior debt interest coverage ratio of 3.2 to 1
extended through March 31, 2006; and a senior debt leverage ratio of 2.7 to 1
extended through March 31, 2006. The amendment extended the early termination
fee, equal to .125% of the Revolver, to June 30, 2005, from December 31, 2004.
There is no termination fee after June 30, 2005. At June 10, 2003, the
outstanding balance under the credit agreement was $34.7 million, there was
$52.5 million of outstanding letters of credit and $37.8 million of borrowing
capacity was available for general corporate purposes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed herewith:
10.1 Amendment to the Credit Agreement dated as of May 30, 2003 by and among
the Company, Ableco Finance LLC and Foothill Capital Corporation.
ITEM 9. REGULATION FD DISCLOSURE.
Belden & Blake Corporation ("Belden & Blake" or the "Company") is
furnishing the following information under Item 9 of this Current Report on Form
8-K.
The information in this report is furnished pursuant to Item 9 and shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section,
except if the Company specifically states that the information is to be
considered "filed" under the Securities Exchange Act of 1934 or incorporates it
by reference into a filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934. This report will not be deemed an admission as to the
materiality of any information in the report that is required to be disclosed
solely by Regulation FD.
The information in this document 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.
OPERATIONAL OUTLOOK FOR 2003
The Company's operational outlook for 2003 is based on its current
productive wells and its low risk drilling plans for the remainder of 2003. Due
to the uncertainty associated with exploratory drilling, acquisitions and
dispositions, the Company does not include any projection of production
resulting from these activities in this 2003 outlook. Accordingly, actual
results in 2003 may differ significantly from the outlook provided.
The following table includes estimates given as of May 30, 2003, that
are based on current expectations and currently available information. These
forward-looking statements are subject to a number of risks and uncertainties
which may cause the Company's actual results to differ materially from the
following estimates. The preceding sections address certain of the risks and
uncertainties to which the Company is subject.
ESTIMATED
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QUARTER ENDING YEAR ENDING
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MARCH 31, 2003 JUNE 30, 2003 DECEMBER 31, 2003
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(Unaudited, dollars in millions, except as noted)
Production
Gas (Mmcf) 3,443 3,575 - 3,775 14,400 - 14,900
Oil (Mbbls) 101 91 - 97 374 - 394
Total production (Mmcfe) 4,047 4,121 - 4,357 16,644 - 17,264
Production expense per Mcfe $ 1.11 $ 1.09 - 1.12 $ 1.05 - 1.10
Production taxes per Mcfe 0.17 0.14 - 0.15 0.13 - 0.16
Exploration expense excluding
exploratory dry hole expense $ 2.1 $ 1.9 - 2.4 $ 7.5 - 8.5
General and administrative expense 1.2 1.1 - 1.2 4.3 - 4.7
Gas gathering, marketing and
oilfield services margin 0.6 0.5 - 0.7 2.3 - 2.6
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 10, 2003 BELDEN & BLAKE CORPORATION
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By: /s/ Robert W. Peshek
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Robert W. Peshek, Vice President
and Chief Financial Officer