UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report May 18, 2004
Date of earliest event reported May 17, 2004
THE BEARD COMPANY
(Exact name of registrant as specified in its charter)
Oklahoma 0-12396 73-0970298
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
Enterprise Plaza
5600 N. May Avenue
Suite 320
Oklahoma City, Oklahoma 73112
(Address of principal executive offices) (Zip Code)
N/A
(Former name or former address, if changed since last report)
THE BEARD COMPANY
FORM 8-K
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed with this Form 8-K and are identified by the
numbers indicated:
Exhibit No. Description
- ----------- -----------
99.1 Statements of Projected Operations for 2004 through 2006 and accompanying
Notes to Statements of Projected Operations
99.2 Press Release dated May 17, 2004
Item 9. Regulation FD Disclosure
The Company has arranged for an investment banking firm to sell $1,200,000
of 10% participating notes and 240,000 warrants to accredited investors in a
private placement on a best efforts basis; some of the notes and warrants will
also be sold by the Company. The investment banking firm will receive a 6%
commission on the notes which they sell.
The purpose of the offering is to provide working capital to fund the
Company's operations until the coal projects described below have been commenced
and are producing positive cash flow.
In connection with the private placement, the Company has disclosed
material non-public information to the Private Placement Agent and will be
disclosing such information to other parties who receive the Confidential
Private Placement Memorandum (the "PPM"). All persons receiving such information
will be required to sign a confidentiality agreement in connection therewith.
The securities offered have not been and will not be registered under the
Securities Act of 1933 or any state securities laws and may not be offered or
sold absent registration or an applicable exemption from the registration
requirements.
Included in the PPM is a listing of seven pending active coal reclamation
projects that Beard Technologies, Inc. ("BTI") is currently working on and a
chart setting forth the anticipated life of each project (ranging from 2 to 13
years), together with the slurry reserves, anticipated clean coal production,
anticipated gross and net revenues and residual salvage value of equipment for
such projects. Collectively the projects are estimated to have slurry reserves
of 26,775,000 tons, recoverable clean coal of 13,799,000 tons, future gross
revenues of $228,001,000, future net revenues of $112,519,000, and recoverable
salvage values of $3,000,000.
Also included in the PPM were the Statements of Projected Operations and
the accompanying Notes to the Statements of Projected Operations attached as
Exhibit 99.1 under Item 7 hereof. The Statements of Projected Operations, which
are set forth in Exhibit 99.1, were made based upon the assumptions set forth in
the Notes to the Statements of Projected Operations, which assume that certain
of the projects actually materialize and that the required financing therefor is
obtained. However, as pointed out in the Notes to the Statements of Projected
Operations, there is no assurance that the required financing will be obtained
or that any of the projects will materialize.
EFFECT OF RECENT DEVELOPMENTS ON LIQUIDITY
On March 26, 2004, the Company received the second installment of the
McElmo Dome Settlement, totaling $2,826,000, and paid down $2,635,000 of its
indebtedness which totaled $5,581,000 at year-end 2003. The Company believes
that proceeds from the Note and Warrant offering, if fully subscribed, will be
adequate to "bridge the gap" until the anticipated coal projects have come on
stream and are producing positive cash flow. If only the minimum amount of
$500,000 is raised in the offering, then the Company is prepared to restructure
some of its operations in order to continue as a going concern.
PRESS RELEASE ANNOUNCING RESULTS FROM FIRST QUARTER OF 2004
On May 17, 2004, the Company issued a press release announcing its first
quarter results and the commencement of the note and warrant offering. A copy of
the press release is attached hereto as Exhibit 99.2.
SIGNATURES
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.
THE BEARD COMPANY
/s/ Herb Mee, Jr.
-------------------------------
Herb Mee, Jr., President
May 18, 2004
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
--- ----------- ----------------
99.1 Statements of Projected Operations for Filed herewith electronically
2004 through 2006 and accompanying
Notes to Statements of Projected
Operations
99.2 Press Release dated May 17, 2004 Filed herewith electronically