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) July 7, 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 1. CHANGES IN CONTROL OF REGISTRANT
On July 7, 2004, Belden & Blake Corporation ("Belden & Blake"), Capital
C Energy Operations, LP, a Delaware limited partnership ("Capital C"), and
Capital C Ohio, Inc., an Ohio corporation and a wholly owned subsidiary of
Capital C ("Merger Sub"), completed a merger pursuant to which Merger Sub was
merged with and into Belden & Blake (the "Merger"), with Belden & Blake
surviving the Merger as a wholly owned subsidiary of Capital C. The general
partner of Capital C's general partner is Capital C Energy, LLC, an entity
formed in April 2004 by David M. Carmichael, Frost W. Cochran and Peter R.
Coneway in partnership with Carlyle/Riverstone Global Energy & Power Fund II,
L.P. and Capital C Energy Partners, L.P. Capital C Energy, LLC is headquartered
in Houston, Texas and seeks to accumulate a portfolio of domestic oil and gas
assets, with a particular focus on proved developed producing assets. In
addition to Messrs. Carmichael and Cochran, the management team of Capital C
Energy, LLC includes B. Dee Davis and W. Mac Jensen. With the exception of the
retirement of the current CEO, John L. Schwager, Belden & Blake's management
team will remain with the company after the Merger with the active participation
of the management team of Capital C.
In the Merger, each issued and outstanding share of Belden & Blake
common stock was converted into the right to receive cash. All outstanding
amounts of indebtedness under Belden & Blake's prior credit facility were
repaid. In connection with the Consent Solicitation and Tender Offer previously
announced by Belden & Blake, over 98% of Belden & Blake's $225 million aggregate
principal amount of 9-7/8% Subordinated Notes were also tendered and repaid at
the closing of the Merger, and the terms of a supplemental indenture eliminating
several covenants in the indenture governing the 9-7/8% Subordinated Notes have
become effective. Prior to the Merger, approximately 89% of Belden & Blake's
issued and outstanding common stock was owned by TPG Partners II, L.P., a
Delaware limited partnership, and its affiliates.
Capital C obtained the funds necessary to consummate the Merger and to
repay the indebtedness described above through (1) equity capital contributions
of $77.5 million by its partners, (2) Belden & Blake's entry into a secured
credit facility with various lenders arranged through Goldman Sachs Credit
Partners, L.P. with a $100 million term facility maturing on July 7, 2011, a $30
million revolving credit facility maturing on July 7, 2010 and a $40 million
letter of credit facility, which amounts are secured by substantially all of the
assets of Belden & Blake and two of Belden & Blake's subsidiaries, Ward Lake
Drilling, Inc. and The Canton Oil & Gas Company, and are guaranteed by those
subsidiaries (the "Senior Facilities"), and (3) a private placement of $192.5
million aggregate principal amount of 8-3/4% Senior Secured Notes due 2012 of
Belden & Blake (the "Notes"), which are secured by a second-priority lien on the
same assets and guaranteed by the same subsidiaries that guarantee the Senior
Facilities. Pre-existing commodity hedges and ten-year commodity hedges effected
in connection with the Merger (collectively, the "Hedges") will also be secured
by a second-priority lien on the same assets and guaranteed by the same
subsidiaries that guarantee the Senior Facilities and the Notes.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As described under Item 1 above, substantially all of the assets of
Belden & Blake and two of its subsidiaries, Ward Lake Drilling, Inc. and The
Canton Oil & Gas Company, will be pledged as collateral for Belden & Blake's
obligations under the Senior Facilities and the Hedges.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The following exhibits are filed herewith:
99.1 News release dated July 7, 2004 announcing the closing of the Merger
on July 7, 2004.
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: July 7, 2004 BELDEN & BLAKE CORPORATION
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(Registrant)
By: /s/ Robert W. Peshek
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Robert W. Peshek, Senior Vice
President and Chief Financial
Officer