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SECURITIES 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) March 27, 1997
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)
Registrant's telephone number, including area code (330) 499-1660
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Item 5. Other Events
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On March 27, 1997, Belden & Blake Corporation (the "Company") and TPG
Partners II, L.P. ("TPG") an affiliate of Texas Pacific Group, a private
investment partnership, entered into a merger agreement pursuant to which TPG
would acquire the Company in a cash merger at a price of $27 per share. Under
the terms of the agreement, the Company will become a subsidiary of TPG. A group
of managers from the Company will also have an equity interest in the
subsidiary. Additional information regarding the proposed transaction is
included in the press release filed as an exhibit to this report.
Item 7. Financial Statements and Exhibits
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(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Exhibits.
Exhibit No. Description of Document
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2 Agreement and Plan of
Merger dated as of March
27, 1997 among TPG Partners
II, L.P., BB Merger Corp.,
and Belden & Blake
Corporation
99 Press Release dated March 31, 1997
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: April 15, 1997 BELDEN & BLAKE CORPORATION
(Registrant)
By: /s/ Ronald E. Huff
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Ronald E. Huff, Senior Vice
President and Chief Financial
Officer
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EXHIBIT INDEX
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Pagination by
Exhibit No. Description Sequential Numbering System
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2 Agreement and Plan of Merger, dated as of
March 27, 1997 among TPG Partners II,
L.P., BB Merger Corp. and Belden & Blake
Corporation
99 Press Release dated March 31, 1997