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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
The Beard Company
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(Name of Issuer)
Common Stock, $.00 par value
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(Title of Class of Securities)
07384R 10 1
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(CUSIP Number)
Warren B. Kanders
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 2, 1996
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(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
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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
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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
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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
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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
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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
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Warren B. Kanders
6
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EXHIBIT INDEX
Page
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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
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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
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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
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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
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New York Life Insurance and
Annuity Corporation:
By: /S/ Kathleen Haberkern
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/S/ Warren B. Kanders
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Warren B. Kanders, individually
and on behalf of the Purchasers
set forth on Exhibit I.
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EXHIBIT I
<TABLE>
<CAPTION>
Number of Number of Aggregate
Shares of Shares of Purchase
Purchaser Preferred Common Stock Price
- --------- --------- ------------ ----------
<S> <C> <C> <C>
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
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Total 45,078 331,542 943,044.30
</TABLE>
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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.
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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
<PAGE>
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
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/S/ Warren B. Kanders
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Warren B. Kanders
