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 15, 2004
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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 (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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 AND REGULATION FD DISCLOSURE
On June 15, 2004, Belden & Blake Corporation, an Ohio corporation (the
"Company"), entered into an Agreement and Plan of Merger with an affiliate of
Capital C Energy, LLC, a private investment limited partnership controlled by
Carlyle/Riverstone Global Energy and Power Fund II, L.P. The press release is
attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
On June 16, 2004, Belden & Blake Corporation commenced a cash tender
offer and consent solicitation to purchase for cash any and all of its
outstanding $225,000,000 aggregate principal amount of 9 7/8% Senior
Subordinated Notes due 2007. 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 16, 2004 announcing Agreement and Plan of Merger
entered into on June 15, 2004.
99.2 News release dated June 16, 2004 announcing commencement of a tender
offer and consent solicitation for the Company's 9 7/8% Senior
Subordinated Notes due 2007.
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 21, 2004 BELDEN & BLAKE CORPORATION
----------------- (Registrant)
By: /s/ Robert W. Peshek
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Robert W. Peshek, Senior Vice President
and Chief Financial Officer