<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-20100
AMENDMENT NO. 1
BELDEN & BLAKE CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 34-1686642
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
5200 STONEHAM ROAD
NORTH CANTON, OHIO 44720
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 499-1660
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
---
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of February 28, 1997 was $235,633,612.
The number of shares outstanding of registrant's common stock,
without par value, as of February 28, 1997 was 11,268,879.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Board of Directors of the Company consists of eight members divided
into three classes serving staggered three-year terms expiring in successive
years. The directors of the Company are listed below.
<TABLE>
<CAPTION>
Name Age Term as Director Expires
---- --- ------------------------
<S> <C> <C>
Henry S. Belden IV 57 1998
Paul R. Bishop 53 1997
Theodore V. Boyd 54 1999
Gary R. Petersen 50 1997
David P. Quint 46 1999
Raymond D. Saunders 70 1999
George M. Smart 51 1998
Joseph M. Vitale 55 1998
</TABLE>
None of the directors or executive officers of the Company is related
to any other director or executive officer, except for Henry S. Belden IV and
Dennis D. Belden who are brothers. Information regarding the business experience
of each director is summarized below.
Henry S. Belden IV is Chairman of the Board and Chief Executive Officer
of the Company. He has been Chairman and Chief Executive Officer of The Canton
Oil & Gas Company, a wholly-owned subsidiary and predecessor of the Company,
since 1982. Mr. Belden has been in the continuous employ of The Canton Oil & Gas
Company since 1969 and, after serving in various operational and managerial
capacities, including Supervisor of Exploration and Development, Production
Superintendent and Assistant Treasurer, was named President in 1982. Prior to
1969, he was employed by Ashland Oil & Refining Co., Halliburton Services, Inc.
and several well completion contractors. Mr. Belden began in the oil and gas
business in 1955 as a roustabout for The Canton Oil & Gas Company and as a lease
agent for independent oil and gas lease brokers and petroleum companies. Mr.
Belden is a director of Phoenix Packaging Corporation and a member of the
Society of Petroleum Engineers, the Interstate Oil Compact Commission and the
Board of Trustees of the Ohio Oil & Gas Association. He is also a director and
member of the Executive Committee of the Pennsylvania Grade Crude Oil
Association. He has served as a director of the Company since 1991.
Paul R. Bishop has been Chairman, President and Chief Executive Officer
of H-P Products, Inc., a manufacturer of central vacuum systems and fabricated
tubing and fittings, since 1977. He is a member of the Board of Directors of
KeyBank National Association and The
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Hawk Group of Companies, and currently serves on the Budget Committee of the
United States Olympic Committee. Mr. Bishop has served as a director of the
Company since 1994.
Theodore V. Boyd has been Chairman of the Beaverkettle Company, a
Canton, Ohio based broadcasting company, since November 1978. He is also a
general partner of the Willmoll Development Company and a member of the District
Marketing Board for KeyBank National Association. Mr. Boyd has served as a
director of the Company since 1992.
Gary R. Petersen is a co-founder and partner of EnCap Investments L.C.,
which serves as an institutional funds manager and a financial intermediary to
the energy industry. Prior to establishing that firm in 1987, Mr. Petersen was
Senior Vice President and Manager of the Corporate Finance Division of the
Energy Banking Group of Republic Bank Corporation in Houston, Texas. He is a
director of Nuevo Energy Company and Equus II. He is also a member of the
American Petroleum Institute, Independent Petroleum Association of America, The
Petroleum Club of Houston and the Texas Mid-Continent Oil and Gas Association.
Mr. Petersen has served as a director of the Company since 1992.
David P. Quint is Managing Director of Rauscher Pierce & Clark, Inc.,
an investment banking firm headquartered in London, England. Until 1993, he was
Senior Vice President International of the Company and had served as Vice
President International of The Canton Oil & Gas Company, a wholly-owned
subsidiary and predecessor of the Company, from 1982 to 1993, in which
capacities he was principally responsible for marketing and structuring foreign
investment in the Company and its predecessors. Mr. Quint has served as a
director of the Company since 1992.
Raymond D. Saunders served as Executive Vice President and director of
Witco Corporation from 1986 until his retirement in 1991. First employed in 1947
by Continental Carbon Company, a Witco subsidiary, Mr. Saunders was named
Corporate Vice President of Witco and General Manager of its International
Division in 1964 and became Vice President and General Manager of its
Kendall/Amalie Division in 1973. Mr. Saunders has served as a director of the
Company since 1992.
George M. Smart is President and Chairman of the Board of Phoenix
Packaging Corporation, a manufacturer of easy-opening lids. From 1978 to 1993,
he was President and Chief Executive Officer of Central States Can Company, and
from 1989 to 1992, he was an Executive Vice President of Van Dorn Company, the
parent company of Central States. He is also a director of the Ohio Edison
Company and Commercial Intertech Corp. Mr. Smart has served as a director of the
Company since 1992.
Joseph M. Vitale is Senior Vice President Legal, General Counsel and
Secretary of the Company. He has been Senior Vice President Legal of The Canton
Oil & Gas Company since 1989 and has served as its General Counsel since 1974.
Mr. Vitale has supervised all legal matters affecting The Canton Oil & Gas
Company since joining the organization in 1972. He has been a director of the
Company since 1991.
2
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Item 11. EXECUTIVE COMPENSATION
The following table shows the annual and long-term compensation for
services in all capacities to the Company during the fiscal years ended December
31, 1996, 1995 and 1994 of the Company's Chief Executive Officer and its other
four most highly compensated executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation All Other
Annual Compensation Awards Compensation(1)
----------------------------------------- ------------ ---------------
No. of
Other Shares
Name and Annual Underlying
Principal Position Year Salary Bonus Compensation Options/SARs
- ------------------ ---- ------ ----- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Henry S. Belden IV 1996 $322,038 $161,962 $0 40,000 $25,869(2)
Chairman of the Board 1995 $310,994 $145,765 $0 40,000 $18,720(2)
and Chief Executive 1994 $299,038 $39,720 $0 33,000 $15,165(2)
Officer
Max L. Mardick 1996 $236,731 $83,793 $0 25,000 $13,439
President and Chief 1995 $229,808 $72,445 $0 25,000 $7,042
Operating Officer 1994 $206,438 $28,421 $0 20,000 $9,419
Ronald E. Huff 1996 $166,462 $66,175 $0 20,000 $11,550
Senior Vice President 1995 $168,466 $32,706 $0 20,000 $8,016
and Chief Financial 1994 $157,354 $17,608 $0 15,000 $8,125
Officer
Joseph M. Vitale 1996 $162,069 $66,020 $0 20,000 $10,078
Senior Vice President 1995 $156,066 $52,810 $0 20,000 $8,768
Legal, General 1994 $150,577 $17,495 $0 15,000 $7,615
Counsel and Secretary
Ronald L. Clements 1996 $171,173 $66,303 $4,000 20,000 $11,342
Senior Vice President 1995 $161,373 $62,568 $5,000 20,000 $7,629
of Exploration and 1994 $151,731 $22,514 $5,000 15,000 $7,892
Production
<FN>
(1) Represents contributions of cash and Common Stock to the Company's 401(k)
Profit Sharing Plan for the account of the named executive officers.
(2) Includes $8,316, $7,641 and $5,422 as the portion of the total premium paid
by the Company in 1996, 1995 and 1994, respectively, under a split-dollar
insurance plan that is attributable to term life insurance coverage for Mr.
Belden.
</TABLE>
3
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
- -------------------------------------------------------------------------------------
% of Total
Options/SARs
Options/ Granted to
SARs Employees in Exercise or Expiration Grant Date
Name Granted(1) Fiscal Year Base Price Date Present Value(2)
---- ---------- ----------- ---------- ---- ----------------
<S> <C> <C> <C> <C> <C>
Henry S. Belden IV 40,000 14.3% $21.00 8/26/06 $428,800
Max L. Mardick 25,000 8.9 21.00 8/26/06 268,000
Ronald E. Huff 20,000 7.1 21.00 8/26/06 214,400
Joseph M. Vitale 20,000 7.1 21.00 8/26/06 214,400
Ronald L. Clements 20,000 7.1 21.00 8/26/06 214,400
<FN>
(1) Options granted are exercisable starting 12 months after the date of grant,
with 25% of the shares covered thereby becoming exercisable at that time
and an additional 25% becoming exercisable on each successive anniversary
date. The options were granted for a term of ten years, subject to earlier
termination on cessation of employment.
(2) This is a hypothetical valuation using the Black-Scholes valuation method.
The Company's use of this model should not be considered as an endorsement
of its accuracy at valuing options. All stock option valuation methods,
including the Black-Scholes model, require a prediction about the future
movement of the stock price. Since all options are granted at an exercise
price equal to the market value of the Company's Common Stock on the date
of grant, no value will be realized if there is no appreciation in the
market price of the stock.
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the Money
Options/SARs at FY-End Options/SARs at FY-End (1)
---------------------- --------------------------
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Henry S. Belden IV -0- -0- 52,750 95,250 $714,688 $805,938
Max L. Mardick -0- -0- 31,250 58,750 420,781 492,344
Ronald E. Huff -0- -0- 23,750 46,250 318,438 383,438
Joseph M. Vitale -0- -0- 23,750 46,250 318,438 383,438
Ronald L. Clements -0- -0- 12,500 42,500 144,065 325,312
<FN>
(1) Values are calculated as the difference between the exercise price of the
options and the market value of the Company's Common Stock as of December
31, 1996.
</TABLE>
4
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Compensation of Directors
- -------------------------
Directors who are not officers or employees of the Company receive an
annual retainer of $20,000 plus $1,000 per Board and Committee meeting attended.
Under the Company's Non-Employee Director Stock Option Plan, stock
options for 2,000 shares are granted to non-employee directors following each
annual meeting of shareholders until the Plan expires in 2002. All non-employee
directors participate in the Plan on a non-discretionary basis. A maximum of
120,000 shares have been reserved for issuance under the Plan. The per share
exercise price of each option granted under the Plan will be 100% of the fair
market value of a share of Common Stock on the date such option is granted.
Employment and Severance Agreements
- -----------------------------------
The Company has an employment contract with Henry S. Belden IV which
provides for the continuation of his employment as Chairman and Chief Executive
Officer at an annual salary of $322,500 (subject to increase from time to time
by the Board of Directors) for a term of five years. The term is automatically
extended for an additional one-year period at the end of each full year of his
employment until he attains age 65, unless terminated by either party, in which
event the contract will terminate upon the earlier of the expiration of the
five-year term then in effect or his attaining age 65. The obligations of the
Company thereunder will terminate upon the death or total and permanent
disability of Mr. Belden or upon the termination of his employment for "cause"
(as defined therein). If the Board of Directors fails to re-elect him to the
offices of Chairman and Chief Executive Officer at any time during the term of
his employment, or if there is a substantial and adverse change in the
conditions or place of his employment or a significant reduction in compensation
or benefits in excess of such reductions applicable to senior executives of the
Company generally or if there is a "change in control" (as defined therein), Mr.
Belden may elect to terminate his employment and receive a lump sum payment
equal to five times his total compensation during the immediately preceding
calendar year, plus an amount sufficient to cover any excise tax imposed by
Section 4999 of the Internal Revenue Code (the "Code") in the event of a change
in control.
The Company has severance agreements with Messrs. Mardick, Huff, Vitale
and Clements which entitle each of them to receive a lump sum severance payment
equal to 300% of the sum of (i) his respective annual base salary at the highest
rate in effect for any period prior to his employment termination plus (ii) his
highest annual bonus and incentive compensation during the three-year period
preceding a change in control, in the event of the termination of his employment
by the Company other than for "cause" (as defined therein) or his resignation in
response to a substantial reduction in responsibilities, authority, position,
compensation or location of his place of work (and, in the case of Mr. Mardick,
his resignation in response to a change in control) within three years following
a change in control. In addition, each of them would be entitled to receive an
additional payment sufficient to cover any excise tax imposed by Section 4999 of
the Code on the severance payments or other payment considered "contingent on
5
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a change in ownership or control" of the Company within the meaning of Section
280G of the Code.
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
During 1996, the Compensation Committee of the Board of Directors
consisted of George M. Smart, Raymond D. Saunders and Gary R. Petersen, all of
whom are outside directors.
Henry S. Belden IV, the Chairman of and Chief Executive Officer of the
Company, is a director of Phoenix Packaging Corporation of which Mr. Smart is
President and Chief Executive Officer.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information as of February 28, 1997 with
respect to each person known to the Company to be beneficial owners of more than
five percent of any class of the Company's outstanding voting securities.
<TABLE>
<CAPTION>
Title of Class Name and Address Number of Shares Percent of Class
- -------------- ---------------- ---------------- ----------------
<S> <C> <C> <C>
Common Stock Henry S. Belden IV 857,774(1) 7.46%
5200 Stoneham Road
North Canton, Ohio
Common Stock Fidelity Management 728,900(2) 6.30%
& Research Company
82 Devonshire Street
Boston, Massachusetts
Class II Serial Witco Corporation 24,000(3) 100%
Preferred Stock 520 Madison Avenue
New York, New York
<FN>
(1) Includes 61,500 shares subject to options exercisable within 60 days. Mr.
Belden has sole voting and investment power with respect to the shares
listed.
(2) Has sole investment power but no voting power with respect to the shares
listed.
(3) All these shares were redeemed by the Company as of March 31, 1997.
</TABLE>
6
<PAGE> 8
The following table sets forth information as of February 28, 1997 with
respect to the shares of Common Stock of the Company beneficially owned by each
director, the chief executive officer and the four other most highly compensated
executive officers and all directors and executive officers as a group.
<TABLE>
<CAPTION>
Name Number of Shares(1)(2) Percent of Class
---- ---------------------- ----------------
<S> <C> <C>
Henry S. Belden IV 857,774 7.46%
Paul R. Bishop 2,080 *
Theodore V. Boyd 5,035 *
Ronald E. Huff 42,437 *
Max L. Mardick 57,213(3) *
Gary R. Petersen 4,980 *
David P. Quint 5,000 *
Raymond D. Saunders 4,808(3) *
George M. Smart 6,720 *
Ronald L. Clements 25,955 *
Joseph M. Vitale 37,585(3) *
All of the above and other executive 1,128,946 9.82%
officers as a group (19 persons)
<FN>
- ----------------------
*Less than 1%
(1) Each person has sole voting and investment power with respect to the
shares listed unless otherwise indicated.
(2) Includes shares subject to options exercisable within 60 days by Mr.
Belden as to 61,500 shares, Mr. Mardick as to 36,250 shares, Mr. Huff as
to 27,500 shares, Mr. Vitale as to 27,500 shares, Mr. Clements as to
12,500 shares, Messrs. Boyd, Petersen, Saunders and Smart as to 3,980
shares and Mr. Bishop as to 1,980 shares.
(3) Includes shares owned by the wives and/or children of Mr. Mardick as to
9,163 shares, Mr. Saunders as to 828 shares and Mr. Vitale as to 18 shares
and as to which each disclaims beneficial ownership.
</TABLE>
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Changes in Control
- ------------------
On March 27, 1997, the Company and TPG Partners II, L.P. ("TPG"), an
affiliate of Texas Pacific Group, a private investment partnership, entered into
a merger agreement under which TPG would acquire control of the Company. Under
the terms of the agreement, the Company will become a subsidiary of TPG which
will pay $27 a share in cash for all outstanding shares of Common Stock plus an
additional amount to redeem certain options held by directors and employees.
The transaction is subject to the satisfaction of certain conditions,
including shareholder and regulatory approval.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1996, the Company's revenue from sales of crude oil to Witco
Corporation ("Witco") and associated transportation and loading fees totaled
$8,845,543. The price at which such crude oil is sold is determined under oil
supply agreements between the Company and Witco and is equal to the higher of
Witco's per barrel posted price or the average of the per barrel prices posted
by certain other crude oil purchasers. Witco was the owner of 24,000 shares of
Class II Serial Preferred Stock of the Company, constituting all the outstanding
shares of that class, until March 31, 1997 when those shares were redeemed by
the Company at a price of $100 per share. The price paid by the Company was the
redemption price specified by the terms of the Class II Serial Preferred Stock.
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 thereunto duly authorized.
BELDEN & BLAKE CORPORATION
(Registrant)
Date: April 28, 1997 By: /s/ Ronald E. Huff
------------------------------
Ronald E. Huff,
Senior Vice President and
Chief Financial Officer
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