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 December 1, 1999
(Date of earliest event reported) November 18, 1999
THE BEARD COMPANY
(Exact name of registrant as specified in its charter)
Oklahoma 0-12396 73-0970298
(State or otherjurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Enterprise Plaza
5600 N. May Avenue
Suite 320
Oklahoma City, Oklahoma 73112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (405) 842-2333
N/A
(Former name or former address, if changed since last report)
Item 2. Disposition of Assets.
On November 18, 1999, The Beard Company ("Beard" or the
"Company"), Interstate Travel Facilities, Inc. ("ITF") and
Toby B. and Cristie R. Tindell ("Tindell" or the "Tindells")
entered into agreements which resulted in the disposition of
a majority of the assets of the Company's previously
discontinued ITF Segment in exchange for the release of
certificates of deposit totaling $327,000, the cancellation
of $440,000 of debt and accrued interest owed to the
Tindells, and the assumption of debt totaling $2,168,000 and
accounts payable of $197,000 by the new owner. The
disposition was effective at the close of business on August
31, 1999.
A brief description of the assets involved, three of
which are located in the Greater Oklahoma City Metroplex
area and the fourth in the Greater Tulsa Metroplex area, is
as follows:
(1) The first property contains a service station,
convenience store and a restaurant and is located at 6800 N.
I-35 Industrial Boulevard, Guthrie, Oklahoma, at the Seward
Road East exit along Interstate Highway 35 ("I-35").
(2) The second property contains a service station and
convenience store and is located in Edmond, Oklahoma, at the
Waterloo Road East exit on I-35.
(3) The third property is presently undeveloped and is
located in Edmond, Oklahoma, at the Waterloo Road West exit
on I-35.
(4) The fourth property contains a truck wash and is
located in Tulsa, Oklahoma, at 5008 W. 61st Street.
(5) Additionally, the disposition included all inventory at
the locations and two trucks.
A brief description of the transaction is as follows:
(1) ITF contributed the four (4) tracts of real property
described above to a wholly-owned limited liability company
(the "LLC"). ITF was the sole member of the LLC. The LLC
assumed all of the outstanding debt and accrued interest
against the properties which amounted to approximately
$2,123,264 at August 31, 1999.
(2) Additionally, ITF contributed the inventory and two
trucks totaling approximately $154,364 to the LLC. The LLC
assumed accounts payable of approximately $197,014 and debt
associated with the trucks of approximately $44,536.
(3) The Tindells exhanged their 6,250 shares of stock in
ITF (20% ownership) for all of ITF's membership interest in
the LLC.
(4) A bank which held Certificates of Deposit (the "CD's")
totaling $327,070 as collateral for the loans associated
with the real properties above released the CD's and
assigned them to Beard.
(5) A fifteen-year, unsecured, 5.93% $543,750 promissory
note, valued at approximately $407,000 (discounted using a
10% interest rate) plus approximately $33,000 in accrued
interest, to the Tindells has been cancelled.
(6) Tindell resigned as president and a director of ITF,
his employment as president has been terminated and his
option to purchase 30% of ITF was cancelled.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro Forma financial information.
Attached as Exhibit 99.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Description
- ------- -----------
10(ee) Assumption and Modification Agreement effective November
18, 1999, by and among the Stillwater National Bank and
Trust Company, ITF and ToeJoe, L.L.C.
99 Pro Forma Balance Sheet of The Beard Company as of
September 30, 1999
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
HERB MEE, JR.
Herb Mee, Jr., President
Dated: December 1, 1999
THE BEARD COMPANY
EXHIBIT INDEX
Forming a Part of Form 8-K Current Report
to the Securities and Exchange Commission
Exhibit
Number Brief Description Method of Filing
- ------- ----------------- ----------------
10(ee) Assumption and Modification Agreement Filed herewith electronically
99 Pro Forma Balance Sheet of Filed herewith electronically
The Beard Company as of
September 30, 1999