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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
The Beard Company
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
07384R 10 1
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(CUSIP Number)
Warren B. Kanders, 2100 South Ocean Blvd., Suite 302 N, Palm Beach, FL 33480
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 24, 1997
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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 the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: / /
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
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(1) 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 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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CUSIP No. 07384R 10 1 SCHEDULE 13D Page 2 of 11 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
0
Number of Shares
8. Shared Voting Power
Beneficially
0
Owned by Each
9. Sole Dispositive Power
Reporting Person
0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares* / /
13. Percent of Class Represented by Amount in Row 11
0
14. Type of Reporting Person*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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The Schedule 13D, filed on January 2, 1997 of Warren B. Kanders
relating to the Common Stock, par value $.001 per share (the Common Stock") of
The Beard Company (the "Issuer") is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby supplemented by the addition of the following:
(a) (b) As of the date hereof, Mr. Kanders beneficially owns 0 shares
of Common stock.
(c) Mr. Kanders agreed to sell 174,274 shares of Common Stock and
25,188.7592864 shares of Series A Convertible Voting Preferred Stock of the
Issuer (the "Preferred Stock") for a net purchase price of $825,496 and
$1,343,604, respectively, in a privately negotiated transaction pursuant to an
agreement dated November 11, 1997 among the Issuer, Warren B. Kanders, Republic
National Bank of New York (Suisse) SA, Smith Barney as IRA Custodian F/B/O Burtt
R. Ehrlich, Burtt R. Ehrlich individually and K. Butenhoff. The sale of the
174,274 shares of Common Stock was consummated on November 24, 1997. Mr. Kanders
has not effected any other transactions in the Common Stock in the past 60 days.
(e) Mr. Kanders ceased to be the beneficial owner of more than 5% of
the Common Stock on November 24, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information set forth in Item 5 (c) hereof, is incorporated herein
by reference.
Item 7. Material to be Filed as Exhibits
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1. Stock Purchase Agreement dated November 11, 1997 among the Issuer,
Warren B. Kanders, Republic National Bank of New York (Suisse) SA, Smith Barney
as IRA Custodian F/B/O Burtt R. Ehrlich, Burtt R. Ehrlich individually and K.
Butenhoff.
Page 3 of 11 Pages
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Signature
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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 8, 1998
/S/ Warren B. Kanders
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Warren B. Kanders
Page 4 of 11 Pages
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EXHIBIT INDEX
1. Stock Purchase Agreement dated November 11, 1997 among the
Issuer, Warren B. Kanders, Republic National Bank of New York (Suisse) SA, Smith
Barney as IRA Custodian F/B/O Burtt R. Ehrlich, Burtt R. Ehrlich individually
and K. Butenhoff.
Page 5 of 11 Pages
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EXHIBIT 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the
"Agreement"), made as of this 11 day of November, 1997, by and between The
Beard Company, an Oklahoma corporation ("Beard"), and Warren B. Kanders,
Republic National Bank of New York (Suisse) SA, Smith Barney as IRA Custodian
F/B/O Burtt R. Ehrlich, and K. Buttenhoff (collectively, the "Sellers").
W I T N E S S E T H :
WHEREAS, the Sellers and Beard
desire to provide for the purchase of all of the Beard Series A Preferred Stock
("Preferred Stock") and Beard Common Stock ("Common Stock") owned by the
Sellers;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants hereinafter set forth and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Sellers and Beard hereby agree as follows:
1. STOCK PURCHASE. Subject to the
terms and conditions herein set forth, each of the Sellers hereby agrees to sell
and Beard agrees to purchase (i) on the First Closing Date (as herein defined)
the number of shares of Common Stock Stock owned by the Sellers set forth on
Exhibit A hereto; and (ii) on the Second Closing Date (as hereinafter defined)
the number of shares of Preferred Stock as set forth on Exhibit A hereto.
2. PURCHASE PRICE. The purchase
price for the Common Stock shall be $5.00 per share, or an aggregate purchase
price for the Common Stock of $1,519,450. Because of the sale of assets by
Beard's subsidiary, Carbonic Reserves, as set forth in the Proxy Statement for
Beard's Annual Meeting of Shareholders held on October 10, 1997, (the "Proxy
Statement"), within ninety (90) days after December 31, 1997, Beard will be
required to redeem a portion of Beard's outstanding Series A Preferred Stock out
of funds legally available therefor from not less than one-third of the
Company's "Consolidated Net Income" as defined in Beard's Certificate of
Incorporation. However, as Beard's audited financial statements will not be
available in January 1998, Beard and the Sellers have agreed, based upon Beard's
good faith estimate of its Consolidated Net Income for fiscal year 1997
("Estimated CNI"), that at the Second Closing Beard shall purchase in lieu of
redemption (x) 16,411.40 shares of Preferred Stock owned by the Sellers
(determined by multiplying 52.94% times one-third of Estimated CNI and dividing
Page 6 of 11 Pages
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the product by $100) for an aggregate consideration of $1,641,140, ($100 per
share); plus (y) the remainder of the Preferred Stock owned by Sellers set forth
on Exhibit A for an aggregate consideration of $1,000,000. The purchase price
for the Common Stock and the aggregate consideration for the Preferred Stock
being herein sometimes collectively referred to as the "Purchase Price".
Notwithstanding the foregoing, $150,000 of the consideration which would
otherwise be payable to the Sellers shall instead be paid as a fee to Kanders &
Company for acting as investment banker to the Sellers, which fee shall be
allocated among Sellers pro rata to the total cash consideration each shall be
entitled to receive as purchase price for both Common Stock and Preferred Stock
hereunder, with the balance of the consideration being paid in accordance with
the Sellers' respective ownership of the Common Stock and Preferred Stock.
3. REPRESENTATIONS AND WARRANTIES OF
THE SELLERS. The Sellers severally and not jointly represent and warrant to
Beard:
(a) Each Seller has the full legal
right, power and authority to enter
into this Agreement. This Agreement
has been executed and delivered by
each Seller and constitutes a legal,
valid and binding obligation of such
Seller, enforceable against such
Seller in accordance with its terms.
(b) The Common Stock and Preferred Stock
will be conveyed to Beard at each
Closing free and clear of any and
all liens, claims, security
interests or encumbrances.
(c) Each Seller is the sole owner of the
Common Stock and the Preferred Stock
as reflected on Exhibit A hereto,
and has or will have at Closing full
right and lawful authority to
transfer such Stock as herein
contemplated, and to perform the
other obligations herein stated.
(d) Sellers have received the Proxy
Statement and have had the
opportunity to ask questions and
receive answers from officers of
Beard which they deem relevant in
determining to sell the Common Stock
and the Preferred Stock.
4. REPRESENTATIONS AND WARRANTIES OF
BEARD. Beard has the full right, power and authority to enter
into this Agreement. This Agreement has been executed and
Page 7 of 11 Pages
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delivered by Beard and constitutes a legal, valid and binding obligation of
Beard, enforceable in accordance with its terms, and does not violate Beard's
Certificate of Incorporation, By-laws or any material agreement to which Beard
is a party, subject to the conditions in paragraph 7 hereof.
5. ADJUSTMENTS UPON CHANGES IN
CAPITALIZATION. The aggregate number of shares of Common Stock and Preferred
Stock under this Agreement, and the consideration payable hereunder, shall be
appropriately adjusted or modified to reflect any recapitalization, stock split,
merger, consolidation, reorganization, combination, liquidation, stock dividend
or similar transaction involving Beard.
6. METHOD OF PAYMENT. The Purchase
Price for all of the Common Stock and Preferred Stock to be sold hereunder shall
be paid by wire transfer to such account or accounts as each Seller shall
designate.
7. CONDITIONS TO OBLIGATIONS OF
BEARD. The obligation of Beard to purchase all of the Common Stock and Preferred
Stock shall be subject to satisfaction of the following conditions at or prior
to Closing.
(a) John Hancock Mutual Life Insurance
Company shall have consented in
writing to the transactions
contemplated by this Agreement.
(b) The Board of Directors of Beard
shall have approved this Agreement.
(c) There shall be no injunction or
other court ordered equitable relief
issued voiding or prohibiting
consummation of this Agreement or
any litigation pending seeking
material damages as a result of this
Agreement.
8. CLOSING. Subject to the terms and
conditions hereof, the First Closing shall be at 10:00 a.m., New York City time,
on the second business day following receipt of written notice by Sellers from
Beard that all conditions set forth in Section 7 hereof have been satisfied. The
Second Closing shall be at 10:00 a.m., New York City time, on such date in
January, 1998 as shall be designated in writing by the Sellers not less than two
business days in advance. At each Closing, Sellers shall deliver, against
payment of the Purchase Price as set forth in this Agreement, certificates duly
endorsed for transfer representing the Stock purchased pursuant hereto. At the
First Closing, Sellers shall, in addition, deliver all consents necessary as
holders of the Preferred Stock to permit the consummation of the Merger and
related transactions contemplated in the Proxy Statement dated September 12,
1997.
Page 8 of 11 Pages
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9. SPECIFIC PERFORMANCE. Each of the
parties agree that the remedy at law of the other party for any breach of this
Agreement would be inadequate, that damages in respect of any such breach would
be difficult or impossible to determine, and that both parties shall be entitled
to specific performance of this Agreement, in addition to all other remedies to
which either party may be entitled, at law or in equity.
10. NOTICES. All notices or other
communications required or permitted under this Agreement shall be in writing,
and may be delivered in person, or may be given by mail, telex, telegram or
facsimile transmission, and shall be deemed to have been duly made or given,
unless otherwise herein specifically provided, when actually received, or,
whether or not actually received, if deposited in the United States mail, by
registered or certified mail, postage prepaid, addressed as follows:
If to the Sellers: Kanders & Company
c/o Kane Kessler, P.C.
1350 Avenue of the Americas, New York, New York 10019
Attention: Robert L. Lawrence, Esq.
Facsimile No. (212) 757-2063
If to Beard: The Beard Company
Enterprise Plaza, Suite 320
5600 North May Avenue
Oklahoma City, OK 73112
Attention: Mr. Herb Mee, Jr.
President.
Facsimile No. (405) 842-9901
Any party may, by written notice so delivered to the other, change the address
to which delivery of notice shall thereafter be made.
11. MISCELLANEOUS.
(a) Applicable Law. This agreement
shall be governed by and construed in accordance with the laws of the State of
Oklahoma applicable to contracts made and to be performed entirely therein.
(b) Headings. The titles to
paragraphs in this Agreement are intended solely for convenience, and no
provision in this Agreement shall be construed by reference to any title of any
paragraph.
(c) Entire Agreement. This Agreement
contains the entire agreement between the parties regarding the subject matter
hereof and supersedes any prior written or oral
Page 9 of 11 Pages
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agreements between them concerning such subject matter.
(d) Amendments. No provision of this
Agreement may be amended, modified, or waived except by a written agreement
signed by the Seller and Beard.
(e) Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall constitute an
original and all of which shall constitute only one agreement.
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the day and year
first above written.
"BEARD"
THE BEARD COMPANY
By: s/ Herb Mee
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Herb Mee, Jr., President
"SELLERS"
s/ Warren B. Kanders
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Warren B. Kanders
s/ Thomas A. Duddie
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Smith Barney as IRA Custodian
F/B/O Burtt R. Ehrlich
K. Buttenhoff
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K. Buttenhoff
REPUBLIC NATIONAL BANK OF NEW
YORK (SUISSE) SA
By: s/ Harald Giger
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Page 10 of 11 Pages
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EXHIBIT A
<TABLE>
<CAPTION>
Shares of $ Value Shares of $ Value
Name Common Stock Net of Fee Preferred Stock Net of Fee
- ---- ------------ ---------- --------------- ----------
<S> <C> <C> <C> <C>
Warren B. Kanders 171,274 $ 825,496 25,188.7592864 $1,343,604
Smith Barney as IRA -0- -0- 9,016 480,926
Custodian F/B/O
Burtt R. Ehrlich
K. Buttenhoff -0- -0- 4,508 240,463
Republic National Bank 66,308 319,587 9,016 480,926
of New York (Suisse) SA
(formerly Mercury Bank)
Burtt R. Ehrlich 66,308 319,587 -0- -0-
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$1,464,670 $2,545,919
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</TABLE>
Page 11 of 11 Pages
