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Exhibit 99
BELDEN & BLAKE CORPORATION
NEWS RELEASE
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NASDAQ: BELD
5200 STONEHAM ROAD - NORTH CANTON, OHIO 44720 - (330) 499-1660 -
FAX (330) 497-5463
CONTACT: CHARLES P. FABER FOR IMMEDIATE RELEASE
MARCH 31, 1997
BELDEN & BLAKE CORPORATION AGREES TO $27 A SHARE
PURCHASE BY TEXAS PACIFIC GROUP
NORTH CANTON, OH -- Belden & Blake Corporation (NASDAQ: BELD) said today it has
signed a definitive merger agreement with Texas Pacific Group (TPG), a private
investment partnership, in which TPG will acquire the company in an all-cash
transaction.
Under the terms of the agreement, Belden & Blake will become a subsidiary of TPG
which will pay $27 a share for all common shares outstanding plus an additional
amount to redeem certain options held by directors and employees. A group of
managers from Belden & Blake will also have an equity interest in the
subsidiary.
The Board of Directors of Belden & Blake has unanimously approved the merger
agreement following approval of the transaction's terms by a special committee
of outside directors. The transaction requires shareholder and regulatory
approval.
Belden & Blake, founded in 1942, is a specialized, independent oil and gas
exploration and production company which is one of the largest operators in the
Appalachian, Michigan and Illinois Basins (a region which includes Ohio,
Pennsylvania, New York, West Virginia, Kentucky and Michigan). As of December
31, 1996, the Company owned interests in more than 7,700 productive oil and gas
wells with proved reserves totaling more than 288 billion cubic feet of gas and
7.4 million barrels of oil.
The company holds leases on more than one million net acres and owns and
operates 2,760 miles of gas gathering lines. Current net production is 71
million cubic feet of gas and 1,970 barrels of oil per day. For the year ending
December 31, 1996, the company had net income of $14.8 million on revenues of
$153.2 million.
TPG has viewed specialized oil and gas companies as attractive investment
opportunities since early 1995. Texas Pacific investors made their first
investment in the industry in December 1995 when they purchased a significant
stake in Denbury Resources, Inc., a Dallas-based energy exploration and
production company with operations in Louisiana, Mississippi and Texas.
Following the close of the transaction, Henry S. Belden IV, Chairman and Chief
Executive of Belden & Blake, and Max Mardick, President and Chief Operating
Officer, will retire from the company, although both executives are expected to
serve on the new Board of Directors. TPG expects to name Ronald L. Clements, 54,
currently the company's Senior Vice President of Exploration and Production, as
the new Chief Executive Officer and Ronald E. Huff, 42, currently the company's
Chief Financial Officer, as President upon completion of the transaction.
Messrs. Clements and Huff are also expected to serve on the new Board of
Directors.
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"Belden & Blake is one of the largest specialized companies operating in the
Appalachian Basin," said David M. Stanton, a partner of Texas Pacific. "In
addition to its size and experience in the region, the company is among the most
economic in extracting gas and oil from low-volume wells. We see Belden & Blake
as an attractive platform for growth."
"We are pleased to present this opportunity to the shareholders of Belden &
Blake," Mr. Belden said. "This proposed transaction provides a significant
return on investment for our long-term shareholders and presents an opportunity
for a new generation of managers at Belden & Blake. I am especially pleased that
this acquisition will preserve the company's operations and should have minimal
disruption to our employees, customers and suppliers."
"Belden & Blake has one of the strongest growth records in the business," Mr.
Clements said, "The contemplated financing will accommodate continued growth
through drilling and acquisitions. With more than 10,000 operators and nearly
190,000 wells in the region, there is considerable acquisition opportunity
available to us."
Goldman, Sachs & Co. acted as financial advisor to Belden & Blake. Chase
Securities Inc. is the lead manager for both the senior and subordinated debt to
finance the transaction and The Chase Manhattan Bank has agreed to provide a
$200 million senior credit facility, subject to the satisfaction of certain
conditions.
Texas Pacific Group, based in San Francisco and Fort Worth, Texas, is the
sponsor of TPG Partners II, L.P., of Fort Worth, a private investment
partnership with capital in excess of $2 billion. The partnership specializes in
corporate acquisitions in a wide range of industries and succeeds TPG Partners,
L.P., formed in December 1993 with $720 million in capital. TPG's principals
include David Bonderman, James G. Coulter and William S. Price. The partnership
and its principals have completed significant investments in the airline
(Continental Airlines, America West), health care, food, wine, entertainment,
high performance motorcycles (Ducati), telecommunications (Paradyne), energy and
waste management industries.
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