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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) March 17, 2000
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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
incorporation) Identification No.)
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
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Item 2. Acquisition or Disposition of Assets
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On March 17, 2000, Belden & Blake Corporation (the "Company") sold the
stock of Peake Energy, Inc. ("Peake"), a wholly owned subsidiary to North Coast
Energy, Inc. ("North Coast"), an independent oil and gas company, with an
effective date of January 1, 2000. The sale included substantially all of the
Company's oil and gas properties in West Virginia and Kentucky. The sale
resulted in net proceeds of approximately $69 million.
At December 31, 1999, using SEC pricing parameters Peake had proved
developed reserves of approximately 66.5 Bcfe (billion cubic feet equivalent)
and proved undeveloped reserves of approximately 3.7 Bcfe. Peake's reserves
represented 20.2% of the Company's total proved reserves.
The purchase price was determined as a result of arms-length
negotiations among the parties and reflects the fair value of the proved oil and
gas reserves associated with the properties and the fair value attributable to
the undeveloped leasehold acreage and other corporate assets. There is no
material relationship between the Company and North Coast or any of its
directors or officers.
On December 14, 1999, the Company and its bank group amended its senior
revolving credit agreement. The revolving credit commitment in the amended
agreement provides for a $75 million revolving portion which matures on June 27,
2002 and a $50 million term portion which matures on March 31, 2000. At March
15, 2000, the outstanding balance under the credit facility was $112 million.
The outstanding borrowings consisted of $62 million borrowed under the revolving
portion of the facility and $50 million borrowed under the term portion.
The amended agreement also increased the interest rate from LIBOR plus
2.5% to LIBOR plus 3.5% until the $50 million term portion is paid in full and
thereafter a range of LIBOR plus 2.5% to 3.0% based on the percent of the
borrowing base usage. The outstanding balances under the amended agreement incur
interest at the Company's choice of several indexed rates, the most favorable
being 9.67% at March 15, 2000.
Under the terms of the amended credit agreement, the borrowing base on
the revolving portion would remain at $75 million until the earlier of: (i) the
sale of Peake; and (ii) the redetermination of the borrowing base in the
ordinary course, pursuant to the terms of the existing credit agreement.
Proceeds from the sale of Peake were used to repay the $50 million term loan
portion of the credit facility and to reduce the amount outstanding on the
revolving credit facility to approximately $48 million.
On March 10, 2000, the Company obtained the unanimous consent of its
bank group to further amend the revolving credit agreement to establish a
borrowing base of $62.7 million and to forego the May 2000 borrowing base
redetermination. The next scheduled borrowing base redetermination is in
November 2000. The amended agreement will also place certain limitations on the
Company's capital investments for the drilling and completing of oil and gas
wells and the acquisition of producing oil and gas interests until the next
borrowing base redetermination. These limitations are not expected to have any
effect on the Company's ongoing drilling program. The Company plans to spend
approximately $16.1 million to drill 125 gross (99 net) exploratory and
development wells in 2000.
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Item 7. Financial Statements and Exhibits
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It is impractical to provide the required pro forma financial
information relating to the disposition of Peake at the time this report on Form
8-K is filed. The Company anticipates that such pro forma financial information
will be filed by April 3, 2000.
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: March 20, 2000 BELDEN & BLAKE CORPORATION
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By: /s/ John L. Schwager
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John L. Schwager
Director, President, and Chief
Executive Officer
