<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20349
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1 (a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
AMENDMENT AND RESTATEMENT*
BARRINGER LABORATORIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 per share (Title of Class of Securities)
068508100
(CUSIP Number)
R. Scott Asen
c/o Asen and Co., Inc.
224 East 49th Street
New York, New York 10017
212-758-2323
(Name, Address, Telephone Number of Person Authorized to Receive
Notices and Communications)
April 7, 2000
(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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(continued on following pages)
(Page 1 of 14 Pages)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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<PAGE> 2
SCHEDULE 13D
CUSIP NO. 068508100 Page 2 of 14
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Scott Asen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
Not Applicable (B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 9,692,739 shares of Common Stock**
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
None
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
9,692,739 shares of Common Stock**
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,064,961 shares of Common Stock***
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.74%
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14 TYPE OF REPORTING PERSON*
IN, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Includes 970,811 shares of Common Stock owned in the aggregate by certain
Managed Accounts (see Items 2 and 5), as to which R. Scott Asen may be deemed to
hold beneficial ownership, but as to which he disclaims beneficial ownership.
***Includes 970,811 shares of Common Stock owned in the aggregate by certain
Managed Accounts and 1,372,222 shares of Common Stock owned directly by AB
Associates, LP (see Items 2 and 5) as to which R. Scott Asen may be deemed to
hold beneficial ownership, but as to which he disclaims beneficial ownership.
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<PAGE> 3
SCHEDULE 13D
CUSIP NO. 068508100 Page 3 of 14
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AB Associates, LP
TIN 13-3975828
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
Not Applicable (B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 1,372,222 shares of Common Stock
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
None
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,372,222 shares of Common Stock
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,372,222 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.15%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE> 4
SCHEDULE 13D
CUSIP NO. 068508100 Page 4 of 14
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory A. Beard
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
Not Applicable (B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ]
PURSUANT TO ITEMS 2(D) OR 2(E)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 1,427,777 shares of Common Stock**
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
None
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,427,777 shares of Common Stock**
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,427,777 shares of Common Stock**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.48%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Includes 1,372,222 shares of Common Stock owned by AB Associates, LP (see
Items 2 and 5) as to which Gregory A. Beard may be deemed to hold beneficial
ownership, but as to which he disclaims beneficial ownership.
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<PAGE> 5
SCHEDULE 13D
CUSIP NO. 068508100 Page 5 of 14
This Schedule 13D Amendment and Restatement amends and supersedes all
prior Amended and Restated Statements on Schedule 13D jointly filed by R. Scott
Asen, AB Associates, LP and Gregory A. Beard with the United States Securities
and Exchange Commission (the "SEC") in their entirety.
ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, $.01 par value ("Common
Stock") of Barringer Laboratories, Inc. (the "Issuer"). The executive offices of
the Issuer are located at 15000 West 6th Avenue, Suite 300, Golden, CO 80401.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed jointly on behalf of the following
reporting persons:
(i) R. Scott Asen ("Asen")
(ii) AB Associates, LP ("AB Associates")
(iii) Gregory A. Beard ("Beard")
Asen, AB Associates and Beard are hereinafter collectively referred to as
the "Reporting Persons."
(b) The principal offices or business address of each of the Reporting
Persons is c/o Asen and Co., Inc., 224 East 49th Street, New York, New York
10017.
(c) (i) Asen's principal occupation is President of Asen and Co., Inc., a
New York corporation with principal executive offices located at 224 East
49th Street, New York, New York 10017 ("Asen & Co."). Asen, through Asen &
Co., provides certain advisory services and manages certain accounts (the
"Managed Accounts") for: Dean Witter Reynolds C/F David V. Foster IRA
Rollover Dated 2/17/95; Asen & Co., Inc. FBO SDFJ, Inc.; Woodmere Court
Investments; and Nicolle Miller and Kim Taipale. Asen is also a general
partner of AB Associates.
(ii) AB Associates is an investment limited partnership. The general
partners of AB Associates are Asen and Beard. Beard is the managing general
partner of AB Associates. Asen and Beard, by virtue of their status as
general partners, may be deemed to control AB Associates.
(iii) Beard's present principal occupation is associate at Asen & Co.
Beard is also the managing general partner of AB Associates.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds (net of commissions) required to purchase the
8,721,928 shares of Common Stock directly owned by Asen and referred to in Item
5 below was $1,052,940. The aggregate amount of funds (net of commissions)
required to purchase the 970,811 shares of Common Stock owned in the aggregate
by the Managed Accounts and referred to in Item 5 below was $146,345. The
aggregate amount of funds (net of commissions) required to purchase the
1,372,222 shares of Common Stock directly owned by AB Associates and referred to
in Item 5 below was $169,000. The aggregate amount of funds (net of commissions)
required to purchase the 55,555 shares of Common Stock directly owned by Beard
and referred to in Item 5 below was $10,000. All funds used by Asen and Beard to
purchase the shares of Common Stock directly owned by each of them were personal
funds. All funds used by AB Associates to purchase the shares of Common Stock
directly owned by AB Associates were working capital funds of the partnership.
All funds used by Asen & Co. to acquire Shares on behalf of the Managed Accounts
were personal funds of such individuals.
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<PAGE> 6
SCHEDULE 13D
CUSIP NO. 068508100 Page 6 of 14
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the shares of Common Stock directly owned by the
Reporting Persons for investment purposes. Asen caused Asen & Co. to acquire, on
behalf of the Managed Accounts, the shares of Common Stock owned by the Managed
Accounts for investment purposes. Asen may decide to acquire additional shares
of Common Stock or other securities of the Issuer, directly or indirectly, in
open-market or privately negotiated transactions, depending upon a variety of
factors. Asen has no present plans for the disposition of his shares. AB
Associates and Beard do not have any present plans for the acquisition of
additional shares of Common Stock or other securities of the Issuer. Beard has
engaged a broker to sell certain shares of Common Stock directly owned by Beard
in open-market transactions. Additionally, AB Associates and Beard may decide to
sell all or a part of the shares of Common Stock held by them, in open-market or
privately negotiated transactions, depending upon a variety of factors. Each of
the Reporting Persons intends to evaluate on a continuing basis his or its goals
and objectives, other business opportunities available to such Reporting Person,
and general economic and equity market conditions, as well as the Issuer's
business operations and prospects. Based on such evaluations, each Reporting
Person may determine to acquire additional shares of Common Stock or other
securities of the Issuer or sell or otherwise dispose of some or all of the
shares beneficially owned by such Reporting Person.
The Reporting Persons have no present plans or proposals for: (a) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries, (b) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries, (c) any change in the present board of directors or management of
the Issuer, (d) any material change in the present capitalization or dividend
policy of the Issuer, (e) any other material change in the Issuer's business or
corporate structure, (f) any other material change in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person, (g) any other material
change in the Issuer's or any of its subsidiaries' business or corporate
structure. Each of the Reporting Persons intends to evaluate on a continuing
basis such Reporting Person's goals and objectives, other business opportunities
available to such Reporting Person, and general economic and equity market
conditions, as well as the Issuer's business operations and prospects. Based on
such evaluations, each Reporting Person's plans regarding the Issuer may change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (i) Asen directly owns 8,721,928 shares of Common Stock which shares
represent approximately 51.82% of the issued and outstanding shares of
Common Stock (based on the total number of issued and outstanding shares of
Common Stock being 16,831,546) (the "Total Outstanding Shares"), based on
disclosures made by the Issuer's transfer agent to the Reporting Persons. As
President of Asen & Co., Asen may be deemed to beneficially own the 970,811
shares of Common Stock owned in the aggregate by the Managed Accounts. As a
general partner of AB Associates, Asen may be deemed to beneficially own the
1,372,222 shares of Common Stock owned directly by AB Associates. The
8,721,928 shares of Common Stock owned directly by Asen plus the 2,343,033
shares of which Asen may be deemed a beneficial owner, in the aggregate
represent approximately 65.74% of the Total Outstanding Shares. Asen hereby
expressly disclaims beneficial ownership of any shares of Common Stock not
owned directly by him.
(ii) AB Associates directly and beneficially owns 1,372,222 shares of
Common Stock, which shares represent 8.15% of the Total Outstanding Shares.
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<PAGE> 7
SCHEDULE 13D
CUSIP NO. 068508100 Page 7 of 14
(iii) Beard directly owns 55,555 shares of Common Stock, which shares
represent approximately 0.33% of the Total Outstanding Shares. As managing
general partner of AB Associates, Beard may be deemed to beneficially own
the 1,372,222 shares owned directly by AB Associates. The 55,555 shares of
Common Stock owned directly by Beard plus the 1,372,222 shares of which
Beard may be deemed a beneficial owner, in the aggregate represent
approximately 8.48% of the Total Outstanding Shares. Beard hereby expressly
disclaims beneficial ownership of any shares of the Common Stock of the
Issuer not owned directly by him.
(b) (i) Asen has sole voting, investment and dispositive power as to the
8,721,928 shares of Common Stock directly owned by him. As President of Asen
& Co., Asen may be deemed to have voting, investment and dispositive power
as to the 970,811 shares of Common Stock owned in the aggregate by the
Managed Accounts. As a general partner of AB Associates, Asen may be deemed
to have voting, investment and dispositive power as to the 1,372,222 shares
of Common Stock owned by AB Associates.
(ii) AB Associates has voting, investment and dispositive power as to
the 1,372,222 shares of Common Stock directly owned by it,. Asen and Beard,
as general partner and managing general partner of AB Associates,
respectively, are empowered to direct certain actions of AB Associates and
consequently may be deemed to have voting, investment and dispositive power
as to the 1,372,222 shares of Common Stock owned by AB Associates.
(iii) Beard has sole voting, investment and dispositive power as to the
55,555 shares of Common Stock directly owned by him. As managing general
partner of AB Associates, Beard may be deemed to have voting, investment and
dispositive power as to the 1,372,222 shares of Common Stock owned by AB
Associates.
(c) No transactions in the Common Stock were effected by the Reporting
Persons, directly or indirectly, during the past sixty days, except for the
following transactions:
(i) During the period from October 19, 1999 through March 13, 2000,
Asen, the Managed Accounts and AB Associates purchased certain convertible
notes from the Issuer. On or about April 7, 2000, the Issuer converted such
convertible notes into shares of Common Stock in the amounts and at the
conversion price per share set forth below:
Name Number of Shares Per Share Price
---------------- ---------------- ---------------
R. Scott Asen 7,016,667 $.06
Dean Witter Reynolds C/F
David V. Foster IRA Rollover
Dated 2/17/95 100,000 $.06
Asen & Co., Inc. FBO SDFJ, Inc. 200,000 $.06
Woodmere Court Investments 200,000 $.06
Nicolle Miller and Kim Taipale 83,333 $.06
AB Associates, LP 900,000 $.06
(ii) During the past 60 days, Beard sold shares of Common Stock directly
owned by him in open-market transactions on the dates, in the amounts and at
the sales price per share set forth below:
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<PAGE> 8
SCHEDULE 13D
CUSIP NO. 068508100 Page 8 of 14
Date Number of Shares Per Share Price
---- ---------------- ----------------
3/29/00 10,000 $3.6875
4/12/00 33,333 $0.7272
(d) Other than as disclosed herein, no other person has 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 acquired by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Asen & Co. provides certain advisory services for each of the Managed Accounts
for which Asen & Co. receives certain fees. See attached Exhibit A. Asen & Co.
has voting and dispositive power with respect to the shares of Common Stock held
for the benefit of each of the Managed Accounts. Asen is the President of Asen &
Co. and as such may be deemed to control Asen & Co.
Other than as disclosed herein, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) between any of the
Reporting Persons and any other persons with respect to any securities of the
Issuer, including but not limited to transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Form of Investment Advisory Agreement between Asen & Co.
and each of the Managed Accounts.
Exhibit B - Agreement of Reporting Persons as to Joint Filing of
Schedule 13D.
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<PAGE> 9
SCHEDULE 13D
CUSIP NO. 068508100 Page 9 of 14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: April 13, 2000
/s/ R. Scott Asen
---------------------------------
R. Scott Asen
AB ASSOCIATES, LP
/s/ Gregory A. Beard
By: -------------------------------
Gregory A. Beard,
Managing General Partner
/s/ R. Scott Asen
By: -------------------------------
R. Scott Asen,
General Partner
/s/ Gregory A. Beard
---------------------------------
Gregory A. Beard
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<PAGE> 10
SCHEDULE 13D
CUSIP NO. 068508100 Page 10 of 14
EXHIBIT INDEX
Exhibit No. Description
Exhibit A Form of Investment Advisory Agreement between Asen & Co.
and each of the Managed Accounts
Exhibit B Agreement of Reporting Persons as to Joint Filing of
Schedule 13D.
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<PAGE> 1
SCHEDULE 13D
CUSIP NO. 068508100 Page 11 of 14
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
between
[ ]
and
ASEN AND CO., INC.
Asen and Co., Inc.
224 East 49th Street
New York, New York 10017
Gentlemen:
The undersigned (the "Client") hereby requests that Asen and Co., Inc.
(the "Adviser") act as investment adviser to the Client's above-captioned
Investment Advisory Account (the "Account") which is to be governed by the
following agreement (the "Agreement").
1. The Adviser will give advice with respect to the investment and
reinvestment of all cash and securities and other property in the Account,
taking into consideration the specific investment needs and objectives of the
Client as the Client communicates them to the Adviser. The Client will receive
prompt notification in writing of any purchase or sale made for the Account, and
the Client will also receive the benefit of the Adviser's written quarterly
valuation of the Account at current market prices. Representatives of the
Adviser will also be made available to meet with the Client periodically and to
review with the Client the Account and its progress.
2. The Account shall consist initially of such cash and securities and
other property as the Client designates, or which shall become part of the
Account as a result of transactions or otherwise. The Client may make additions
to and withdrawals from the Account as it shall at any time direct, provided the
Adviser receives at least seven business days prior written notice of
withdrawals.
3. The Adviser will keep in strict confidence all information about the
financial affairs of the Account.
4. The Adviser is authorized to invest and reinvest the cash and
securities and other property in the Account in its discretion and, without
being required to consult with the Client in advance, to exercise its judgment
with respect to proper investments in the best interest of the Client. The
Client understands and agrees that the Adviser is authorized to invest on behalf
of the Account in securities which are not actively traded or in securities for
which there is no existing public market and where size or circumstances has
created a relatively illiquid market, as well as in securities for which there
are legal or contractual restrictions on resale. The Client also understands and
agrees that the Adviser is authorized to purchase securities on behalf of the
account directly from the issuers of such securities through privately
negotiated transactions. In accordance with the foregoing, the Client authorizes
the Adviser to act as the agent of the Client to order deposits and the
investment of cash and purchases and sales (including, but not limited to the
exercise of rights and tender, exchange or conversion) of securities and other
property for the Client's Account and risk, and in the name of the Client. This
authorization shall be a continuing one and shall remain in full force and
effect until the Adviser has received written notice of revocation thereof.
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<PAGE> 2
SCHEDULE 13D
CUSIP NO. 068508100 Page 12 of 14
5. As compensation for the services provided under this Agreement, the
Adviser is to receive a fee which is to be computed and payable in accordance
with Schedule A attached hereto.
6. It is understood that in the execution of transactions for the
Account, the Adviser is authorized to select any qualified broker or dealer and
to negotiate the transactions fees charged by such broker-dealers for
transactions executed for the Account.
7. The Client understands that the Adviser and its officers, directors
and employees may from time to time act as directors, officers or employees of
companies whose securities are publicly traded, and that as a result, the
Adviser's employees may acquire information of a confidential nature. The Client
agrees that the Adviser may, but shall not be required to, render investment
advice with respect to any such company and that the Adviser may in its
discretion withhold any such knowledge or information or refuse to advise with
respect to such company, whether or not the Account shall include securities of
such company, if in the Adviser's judgment the disclosure of such knowledge or
information or the rendering of investment advice on the basis thereof would be
unfair, inequitable, a breach of any fiduciary obligation of the Adviser to some
other person, or unlawful. For the same reasons, the Adviser may, in its
discretion, exclude securities and other property from the Account.
8. The Client further understands that differing investment objectives,
tax and other factors affect the desirability and timing of particular
transactions, and that clients of the Adviser as well as the Adviser itself, its
officers and employees and members of their families, may hold and have
transactions in securities, including longstanding positions in such securities,
and other property with respect to which services are provided hereunder. The
Client consents to such transactions, if not in violation of applicable law,
provided that the investment advisory services hereunder are at all times
provided in good faith.
9. The Adviser shall not be liable for any act or failure to act with
respect to investment advice hereunder except in the absence of good faith,
provided that this shall not relieve the Adviser from any liability imposed by
applicable law which cannot be waived.
10. The Client authorizes the Adviser to vote the proxies of any stock,
bonds or other securities, give general or specific proxies or power of attorney
with or without power of substitution. The Client will direct or cause to direct
the custodian of the assets of the Account to deliver proxies to the Adviser in
a timely manner. These authorizations shall be continuing ones and shall remain
in full force and effect until the Adviser has received written notice of the
revocation thereof.
11. Written notices and communications to the Client shall be addressed
as indicated at the end of this Agreement and written notices and communications
to the Adviser shall be addressed as indicated at the head of this Agreement.
Written notices and communications shall be addressed as indicated above unless
either the Client or the Adviser has received written notice of the revocation
thereof.
12. The Agreement shall terminate (1) immediately upon receipt by the
Adviser of written notice from the Client requesting such termination; or (2)
five days after the mailing, postage prepaid, by the Adviser, of notice of
termination, to the Client at the address indicated at the end of this
Agreement; or (3) at such time as otherwise mutually agreed upon in writing by
the Adviser and the Client. Termination by either the Client or the Adviser
shall not have the effect of canceling orders to deposit or invest cash or to
purchase or sell securities or other property placed prior to the receipt of the
notice of termination in accordance with the provisions of this Paragraph 12.
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<PAGE> 3
SCHEDULE 13D
CUSIP NO. 068508100 Page 13 of 14
13. This Agreement shall not be assigned by either party without the
consent of the other party, and this Agreement shall, until termination, inure
to the benefit of the Adviser and any successor or successors in interest.
14. This Agreement shall be constructed in accordance with and governed
by the laws of the State of New York.
Very truly yours,
By:
-------------------------
(Client)
---------------------------
(Client, if Joint Account)
Dated:
---------------------------
Accepted: Address of Client where all
ASEN AND CO., INC. communications should be directed:
By:
-------------------------- ---------------------------------
---------------------------------
---------------------------------
Dated: ---------------------------------
---------------------- ---------------------------------
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<PAGE> 1
SCHEDULE 13D
CUSIP NO. 068508100 Page 14 of 14
EXHIBIT B
AGREEMENT OF REPORTING PERSONS AS TO JOINT FILING OF SCHEDULE 13D
Each of the undersigned hereby affirms that he or it is individually eligible to
use Schedule 13D, and agrees that this Schedule 13D is filed on behalf of each
of the undersigned. Each of undersigned acknowledges that each of the
undersigned shall be responsible for the timely filing of this Schedule 13D and
all subsequent amendments hereto, and for the completeness and accuracy of the
information concerning he or it contained herein or therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
other reporting persons, except to the extent that he or it knows or has reason
to believe that such information is not accurate.
Dated: April 13, 2000
/s/ R. Scott Asen
---------------------------------
R. Scott Asen
AB ASSOCIATES, LP
/s/ Gregory A. Beard
By:-------------------------------
Gregory A. Beard,
Managing Partner
/s/ R. Scott Asen
By:-------------------------------
R. Scott Asen,
General Partner
/s/ Gregory A. Beard
---------------------------------
Gregory A. Beard
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