-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qvi1v0FrqaEA6/VcU+lQcJ1Kg1Zu5pX1nmWx6HAA7JI/WfYGQCpjUffZ+OhkepMC Vymk7NtriM042QZM7aNrKg== 0000889812-97-000039.txt : 19970110 0000889812-97-000039.hdr.sgml : 19970110 ACCESSION NUMBER: 0000889812-97-000039 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970109 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEARD CO /OK CENTRAL INDEX KEY: 0000909992 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 730970298 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47757 FILM NUMBER: 97503093 BUSINESS ADDRESS: STREET 1: 5600 N MAY AVE STREET 2: STE 320 CITY: OKLAHOMA CITY STATE: OK ZIP: 73112 BUSINESS PHONE: 4058422333 MAIL ADDRESS: STREET 1: 5600 N MAY STREET 2: STE 320 CITY: OKLAHOMA CITY STATE: OK ZIP: 73112 FORMER COMPANY: FORMER CONFORMED NAME: BEARD INVESTMENT CO DATE OF NAME CHANGE: 19930730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KANDERS WARREN B CENTRAL INDEX KEY: 0000935577 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2100 SOUTH OCEAN BLVD STREET 2: STE 302 NORTH CITY: PALM BEACH STATE: FL ZIP: 33480 MAIL ADDRESS: STREET 1: 2100 SOUTH OCEAN BLVD STREET 2: STE 302 NORTH CITY: PALM BEACH STATE: FL ZIP: 33480 SC 13D 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __) The Beard Company ------------------------------------------------------------------- (Name of Issuer) Common Stock, $.00 par value ------------------------------------------------------------------- (Title of Class of Securities) 07384R 10 1 ------------------------------------------------------------------- (CUSIP Number) Warren B. Kanders ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 2, 1996 ------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: / / (Continued on following pages) (Page 1 of 7 pages) Exhibit Index on Page 7 CUSIP No. 07384R 10 1 SCHEDULE 13D Page 2 of 7 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Warren B. Kanders 2. Check the Appropriate Box if a Member of a Group (a) / / (b) / / 3. SEC Use Only 4. Source of Funds PF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization USA 7. Sole Voting Power 174,274 Number of Shares 8. Shared Voting Power Beneficially - 0 - Owned by Each 9. Sole Dispositive Power Reporting Person 174,274 With 10. Shared Dispositive Power - 0 - 11. Aggregate Amount Beneficially Owned by Each Reporting Person 174,274 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row 11 6.2% 14. Type of Reporting Person IN Item 1. Security and Issuer. This statement relates to shares of the Common Stock, $.001 par value per share (the "Common Stock"), of The Beard Company (the "Issuer"). The executive office of the Issuer is located at Enterprise Plaza, Suite 320, 5600 N. May Avenue, Oklahoma City, Oklahoma 73112. Item 2. Identity and Background. (a) This statement is filed by Warren B. Kanders. (b) The principal business address of Mr. Kanders is 2100 South Ocean Blvd., Suite 302N, Palm Beach, FL 33480. (c) The principal occupation Mr. Kanders is private investment. (d) Mr. Kanders has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Kanders has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Kanders is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. Mr. Kanders acquired an aggregate of 154,772 shares of Common Stock and 22,537.93 shares of Series A Convertible Voting Preferred Stock of the Issuer (the "Preferred Stock") for an aggregate purchase price of $191,044.30 in a privately negotiated transaction pursuant to an agreement dated January 2, 1997 between Warren B. Kanders, individually and on behalf of the other purchasers named therein (the "Other Purchasers"), and New York Life Insurance Company and New York Life Insurance and Annuity Corporation. Mr. Kanders expressly disclaims beneficial ownership of the Common Stock and the Preferred Stock owned by the Other Purchasers. Mr. Kanders acquired 19,502 shares of Common Stock and 2,650.829286 shares of Preferred Stock for an aggregate purchase price of $75,466.73 in a privately negotiated transaction pursuant to an agreement dated January 2, 1997 between Warren B. Kanders and MD Co., as nominee for Memorial Drive Trust. The agreements referred to in this Item 3 are hereinafter sometimes collectively referred to as the "Purchase Agreements." 3 The source of the funds used to acquire the Common Stock and Preferred Stock pursuant to the Agreements was personal funds of Mr. Kanders. Item 4. Purpose of Transactions. The purpose of the acquisition of the Common Stock and the Preferred Stock by Mr. Kanders is for investment. Mr. Kanders may make further purchases of Common Stock or Preferred Stock from time to time and may dispose of any or all of the shares of Common Stock or Preferred Stock held by him at any time, subject to compliance with applicable law. Mr. Kanders does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Kanders may, from time to time, review or reconsider his position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, Mr. Kanders beneficially owns 174,274 shares of Common stock (approximately 6.2% of the Common Stock outstanding) and 25,188.76 shares of Preferred Stock. The percentage of shares of Common Stock reported beneficially owned is based upon 2,794,074 shares outstanding, which is the total number of shares of Common Stock outstanding as of September 30, 1996 as reflected in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996, as filed with the Securities and Exchange Commission. Commencing January 1, 2003, such 25,188.76 shares of Preferred Stock are convertible into 129,204 shares of Common Stock (subject to adjustment in certain cirmcumstances), at the option of the holder thereof. (b) Mr. Kanders has sole voting power and sole dispositive power with respect to the 174,274 shares of Common Stock and the 25,188.76 shares of Preferred Stock beneficially owned by him. (c) On January 2, 1997 Mr. Kanders acquired an aggregate of 174,274 shares of Common Stock and 25,188.76 shares of Preferred Stock for an aggregate purchase price of $266,511.03 in privately negotiated transactions pursuant to the Purchase Agreements. Mr. Kanders has not effected any other transactions in the Common Stock in the past 60 days. (d) Mr. Kanders is the only person known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock beneficially owned by him. (e) Not applicable. 4 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Item 3 hereof, is incorporated herein by reference. Except as noted above, Mr. Kanders has no contracts, arrangements, understandings or relationships with respect to the securities of the Issuer. Item 7. Material to be Filed as Exhibits 1. Agreement dated as of January 2, 1997 between Warren B. Kanders, individually and on behalf of the other purchasers named therein, and New York Life Insurance Company and New York Life Insurance and Annuity Corporation. 2. Agreement dated as of January 2, 1997 between Warren B. Kanders and MD CO., as nominee for Memorial Drive Trust. 5 Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. Dated: January 2, 1997 /S/ Warren B. Kanders ---------------------------- Warren B. Kanders 6 EXHIBIT INDEX Page ---- 1. Agreement dated January 2, 1997 between Warren B. 10 Kanders, individually and on behalf of the other purchasers named therein, and New York Life Insurance Company and New York Life Insurance and Annuity Corporation. 2. Agreement dated January 2, 1997 between Warren B. 15 Kanders and MD CO., as nominee for Memorial Drive Trust. 7 EX-99.1 2 AGREEMENT BETWEEN KANDERS & NY LIFE INS. CO. EXHIBIT 1 KANE KESSLER, P.C. 1350 Avenue of the Americas New York, New York 10017 As of January 2, 1997 New York Life Insurance Company 51 Madison Avenue - Room 206 New York, New York 10010 Attention: Lisa A. Scuderi, Assistant Vice President. Re: The Beard Company Gentlemen: This letter will confirm the agreement reached between New York Life Insurance Company ("NYL") and New York Life Insurance and Annuity Corporation ("NYLAC") (sometimes collectively the "Sellers") and Mr. Warren B. Kanders ("Kanders") through his representative, Mr. Steven Gerbsman, with respect to the purchase by Kanders, either directly or through a company to be formed, and the purchasers set forth on Exhibit I hereto (collectively, the "Purchasers") of that number of shares set forth opposite each Purchaser's name on Exhibit I of in an aggregate amount of 45,077.93 shares of preferred stock ("Preferred Stock") of The Beard Company ("Beard") and 331,542 shares of common stock ("Common Stock") of Beard owned collectively by Sellers (collectively, the "Stock"). On the Closing Date (as hereinafter defined), Purchasers shall purchase from Sellers and Sellers shall sell to Purchasers, the Stock free and clear of all liens, claims, encumbrances, security interests and rights of third parties, except as set forth in Beard's Certificate of Incorporation, as amended, through April 24, 1996 and that certain Settlement Agreement with various parties, including Sellers, dated April 13, 1995, and Sellers shall convey good and marketable title thereto to Purchasers for the purchase price and subject to the terms and conditions set forth herein. The aggregate purchase price for the Stock is $943,044.30. The purchase price for the Stock shall be paid at Closing by wire transfer of immediately available funds payable to the order or account of Sellers in equal shares. Purchasers' obligations to purchase the Stock is subject to and conditional upon (x) Sellers delivering at Closing certificates evidencing the Stock, together with stock powers duly executed by an authorized officer of Sellers, with medallion signature guarantees, and all necessary transfer stamps affixed, free and clear of all legends and restrictions under the various Federal and state securities laws or otherwise; and (y) the contemporaneous closing of the sale by MD Co. of 2,651 shares of Beard Preferred Stock and 19,502 shares of Beard Common Stock to Purchasers. Sellers represent and warrant to Purchasers that: (a) this letter agreement and the transactions contemplated hereby have been duly authorized by all corporate or other actions necessary to have been taken by Sellers and all necessary consents and approvals thereto have been obtained; and (b) this letter agreement and the transactions contemplated hereby do not violate (x) any agreement, lease, indenture or other instrument or understanding to which either Seller is a party or to which its Stock is subject or (y) any law, rule, regulation, judgment or order to which Sellers or the Stock are subject. The closing ("Closing") shall occur contemporaneously with the execution of this letter agreement by all parties hereto and the satisfaction of the conditions to Closing set forth above ("Closing Date"). Seller shall, without further consideration, execute and deliver to Purchasers such other documents and take such other actions as Purchasers may reasonably request to carry out the transactions contemplated by this Agreement and to vest more fully the Stock and the certificates representing the Stock in the name of Purchasers. In furtherance of the preceding sentence, Seller shall deliver or cause the delivery to Beard and/or its transfer agent of any and all certificates, resolutions, direction letters and other documentation which may be required by such transfer agent or Beard in order to issue unlegended certificates representing the Stock in the name of Purchasers. If this letter accurately reflects your mutual understanding and agreement, kindly sign in the space provided and return it to the undersigned. Should you have any questions or comments, please call me immediately upon receipt of this letter. Very truly yours, JST:mi /S/ Jeffrey S. Tullman ACCEPTED and AGREED: New York Life Insurance Company: By: /S/ Lisa Scuderi - -------------------------------- New York Life Insurance and Annuity Corporation: By: /S/ Kathleen Haberkern - -------------------------------- /S/ Warren B. Kanders - -------------------------------- Warren B. Kanders, individually and on behalf of the Purchasers set forth on Exhibit I. EXHIBIT I
Number of Number of Aggregate Shares of Shares of Purchase Purchaser Preferred Common Stock Price - --------- --------- ------------ ---------- Warren B. Kanders 22,538 154,772 191,044.30 Mercury Bank (Geneva) 9,016 66,308 300,000.00 Burtt R. Ehrlich 9,016 66,308 300,000.00 Kurt Buttenhoff 4,508 33,154 150,000.00 Steven Gerbsman --- 11,000 2,000.00 ------- ------- ---------- Total 45,078 331,542 943,044.30
EX-99.2 3 AGREEMENT BETWEEN KANDERS & MD CO. EXHIBIT 2 KANE KESSLER, P.C. 1350 Avenue of the Americas New York, New York 10017 As of January 2, 1997 MD Co., as Nominee for Memorial Drive Trust 125 Cambridge Park Drive Cambridge, Massachusetts 02140 Attention: Mr. Jay Senerchia, Assistant Vice President. Re: The Beard Company Gentlemen: This letter will confirm the agreement reached between MD Co., as Nominee for Memorial Drive Trust ("MDT") (the "Seller") and Mr. Warren B. Kanders ("Kanders") through his representative, Mr. Steven Gerbsman, with respect to the purchase by Kanders, either directly or through a company to be formed (the "Purchaser") of 2,651 shares of preferred stock ("Preferred Stock") of the Beard Company ("Beard") and 19,502 shares of common stock ("Common Stock") of Beard owned by MDT (collectively, the "MDT Stock"). On the Closing Date (as hereinafter defined), Purchaser shall purchase from MDT and MDT shall sell the MDT Stock to Purchaser, free and clear of all liens, claims, encumbrances, security interests and rights of third parties, except as set forth in Beard's Certificate of Incorporation, as amended through April 24, 1996 and that certain Settlement Agreement with various parties, including Seller, dated April 13, 1995, and Seller shall convey good and marketable title thereto to Purchaser for the purchase price and subject to the terms and conditions set forth herein. The aggregate purchase price for the MDT Stock is $75,466.73. The purchase price for the MDT Stock shall be paid at Closing by wire transfer of immediately available funds payable to the order or account of MDT. Purchaser's obligations to purchase the MDT Stock is subject to and conditional upon (x) MDT delivering at Closing certificates evidencing the MDT Stock, together with stock powers duly executed by an authorized officer of MDT, with medallion signature guarantee, and all necessary transfer stamps affixed, free and clear of all legends and restrictions under the various Federal and state securities laws or otherwise; and (y) the contemporaneous closing of the sale by New York Life Insurance Company and New York Life Insurance and Annuity Corporation of an aggregate amount of 45,077.93 shares of Beard Preferred Stock and 331,542 shares of Beard Common Stock to Purchaser. Seller represents and warrants to Purchaser that: (a) this letter agreement and the transactions contemplated hereby have been duly authorized by all corporate or other actions necessary to have been taken by Seller and all necessary consents and approvals thereto have been obtained; and (b) this letter agreement and the transactions contemplated hereby do not violate (x) any agreement, lease, indenture or other instrument or understanding to which MDT is a party or to which the Stock is subject or (y) any law, rule, regulation, judgment or order to which MDT or the MDT Stock are subject. The closing ("Closing") shall occur contemporaneously with the execution of this letter agreement by all parties hereto and the satisfaction of the conditions to Closing set forth above ("Closing Date"). Seller shall, without further consideration, execute and deliver to Purchaser such other documents and take such other actions as Purchaser may reasonably request to carry out the transactions contemplated by this Agreement and to vest more fully the Stock and the certificates representing the Stock in the name of Purchaser. In furtherance of the preceding sentence, Seller shall deliver or cause the delivery to Beard and/or its transfer agent any and all certificates, resolutions, direction letters and other documentation which may be required by such transfer agent or Beard in order to issue unlegended certificates representing the Stock in the name of Purchaser. If this letter accurately reflects your mutual understanding and agreement, kindly sign in the space provided and return it to the undersigned. Should you have any questions or comments, please call me immediately upon receipt of this letter. Very truly yours, JST:mi /S/ Jeffrey S. Tullman ACCEPTED and AGREED: MD Co., as Nominee for Memorial Drive Trust: By: /S/ Charles A. Levin - -------------------------------- /S/ Warren B. Kanders - -------------------------------- Warren B. Kanders -----END PRIVACY-ENHANCED MESSAGE-----