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) November 1, 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 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
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 (see General Instruction A.2 below):
[ ] 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Unless the context requires otherwise or unless otherwise noted, when
we use the terms "Belden & Blake," "we," "us," "our" or the "Company," we are
referring to Belden & Blake Corporation and its subsidiaries. On November 1,
2004, James A. Winne III and Michael Becci were elected to our Board of
Directors and were also named Senior Vice Presidents of the Company. Their
election brings the Board's membership to eight. Mr. Winne and Mr. Becci will
not initially serve as a member of any committee of our Board of Directors.
Currently, there are no employment agreements between us and Mr. Winne and Mr.
Becci. The Company expects to enter into employment agreements with Mr. Winne
and Mr. Becci in the future.
Mr. Winne, 51, is President, Chief Executive Officer and a member of
the Board of Supervisors of Legend Natural Gas, LP and Legend Natural Gas II, LP
(collectively, "LNG"), each a privately held oil and gas company located in
Houston, Texas. He has over 25 years of experience in the oil and gas industry.
Prior to joining Legend in 2001, he served as President and Chief Executive
Officer of North Central Oil Corporation from 1993 to 2001. Mr. Winne attended
the University of Houston and is a Registered Land Professional. He serves on
the Board of Directors of PI Corporation, Windward Oil and Gas Corporation,
Encore Acquisition Company and Mariner Energy, Inc., all of which are oil and
gas companies.
Mr. Becci, 45, is Vice President, Chief Financial Officer and a member
of the Board of Supervisors of LNG. Previously, he served as Vice President and
Chief Financial Officer of North Central Oil Corporation from 1990 to 2001. He
is a Certified Public Accountant with over 20 years of experience in the oil and
gas industry. Mr. Becci holds a Bachelor of Science degree in Business
Administration from Valparaiso University. He is a Director of PI Corporation
and Windward Oil and Gas Corporation.
The Company is a subsidiary of Capital C Energy Operations, LP, a
controlled affiliate of Carlyle/Riverstone Global Energy and Power Fund II, L.P.
LNG is also a controlled affiliate of Carlyle/Riverstone Global Energy and Power
Fund II, L.P. We have agreed to reimburse LNG for actual expenses incurred by
its personnel in connection with the provision of certain past and future
services for the benefit of the Company, the amount of which could exceed
$60,000.
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: November 4, 2004 BELDEN & BLAKE CORPORATION
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By: /s/ Robert W. Peshek
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Robert W. Peshek, Senior Vice President
and Chief Financial Officer