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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 reported) August 9, 1995
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BELDEN & BLAKE CORPORATION
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(Exact name of registrant as specified in charter)
Ohio 0-20100 34-1686642
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(State or other (Commission File (IRS Employer Identi-
jurisdiction of Number) fication No.)
incorporation)
5200 Stoneham Road, North Canton, Ohio 44720
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 499-1660
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__________________________________________________________________
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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On August 9, 1995, Belden & Blake Corporation (the "Company")
completed the previously announced acquisition of most of the oil and gas
properties and related assets of Quaker State Corporation and its wholly-owned
subsidiary, QSE&P, Inc. located in the Appalachian Basin (the "Quaker State
Properties") pursuant to an Asset Purchase Agreement dated July 26, 1995 (the
"Agreement"). The purchase price was $55,733,914 (subject to certain downward
adjustments pursuant to the terms of the Agreement which are estimated to total
approximately $6,200,000). The purchase was funded by the proceeds from the
sale of 4,025,000 common shares of the Company at a price of $14.75 per share
pursuant to an underwritten public offering managed by Johnson Rice & Company,
McDonald & Company Securities, Inc. and Southcoast Capital Corporation. For
financial reporting purposes, the transaction was effective in July, 1995.
The Quaker State Properties include approximately 1,460 gross
(1,100 net) wells with proved developed reserves of 1.9 million barrels of oil
and 41.2 billion cubic feet of natural gas at December 31, 1994; proved
undeveloped reserves of approximately 5.6 billion cubic feet of natural gas and
300,000 barrels of oil at December 31, 1994; gas gathering systems totaling 250
miles in length in Pennsylvania, New York, Ohio and West Virginia which are
tied directly to interstate natural gas transmission systems; undeveloped
leases and fee mineral interests covering approximately 250,000 net acres and
an extensive geologic and geophysical data base; operating rights under joint
operating agreements and the contract administration or operating fees
chargeable to third parties thereunder and other assets. Approximately $40.3
million of the purchase price (before adjustment) was allocated to the proved
developed reserves, $8.6 million to the gas gathering systems and the balance
to other assets.
The purchase price was determined as a result of arms length
negotiations between the parties and reflects the fair value of the estimated
future net cash flow from the proved developed reserves and operating rights
acquired and the fair value attributable to the gas gathering systems, the
undeveloped acreage and other assets acquired. There is no material
relationship between Quaker State Corporation and the Company or any of their
respective affiliates, directors and officers.
Item 7. Financial Statements and Exhibits
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(a) Financial statements of business acquired
Quaker State Properties
Report of Independent Auditors*
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Statements of Revenues and Direct Operating Expenses
for the years ended December 31, 1994 and 1993 and for
the three months ended March 31, 1995 and 1994*
Notes to Statements of Revenues and Direct Operating
Expenses*
*Incorporated by reference to pages F-30 through F-34 of the preliminary
prospectus dated June 26, 1995 included in the Registrant's Registration
Statement on Form S-3 (Registration No. 33-60195)
(b) Pro forma financial information
Belden & Blake Corporation Unaudited Pro Forma Financial
Statements
Pro Forma Condensed Combined Balance Sheet as of March
31, 1995*
Pro Forma Combined Statement of Operations for the year
ended December 31, 1994*
Pro Forma Combined Statement of Operations for the
three months ended March 31, 1995*
Notes to Unaudited Pro Forma Combined Financial
Statements*
*Incorporated by reference to pages F-35 through F-40 of the preliminary
prospectus dated June 26, 1995 included in Registrant's Registration Statement
on Form S-3 (Registration No. 33-60195)
(c) Exhibits
Exhibit No. Description of Document
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2 Asset Purchase Agreement dated July 26, 1995 among Quaker State
Corporation, QSE&P, Inc. and Belden & Blake Corporation
23 Consent of Ernst & Young LLP
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Signatures
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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: August 21, 1995 BELDEN & BLAKE CORPORATION
(Registrant)
By: /s/ Joseph M. Vitale
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Joseph M. Vitale, Senior Vice
President and General Counsel
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