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BEARD OIL COMPANY COMPLETES REORGANIZATION; SHARES OF THE BEARD COMPANY COMMENCE TRADING ON THE AMERICAN STOCK EXCHANGE

 OKLAHOMA CITY, Okla., Oct. 27 /PRNewswire/ -- Beard Oil Company announced that the Reorganization and all of the related transactions which were approved by Beard Oil's shareholders at the Special Meeting held on Oct. 22 were completed as scheduled yesterday. As a result, certificates formerly representing shares of Beard Oil common stock now represent the right to receive shares of The Beard Company ("Beard") on a one-for-three basis. Trading of Beard Common Stock commenced this morning on a "when issued" basis on the American Stock Exchange under the symbol BOC.
 Herb Mee Jr., president, stated: "As described in the Proxy Statement and Prospectus for the October 22 meeting, Beard Oil yesterday transferred substantially all of its oil and gas assets to Sensor Oil & Gas, Inc. ("Sensor"), a newly-formed entity owned by Beard Oil's Senior Lenders, in consideration for Sensor assuming and becoming liable for the repayment of a portion of the indebtedness under Beard Oil's debentures held by the Senior Lenders and for Sensor causing Beard Oil to be released from the liability therefor. In a related transaction the Senior Lenders received (i) 25 percent of the outstanding common stock of Beard Oil, and (ii) $9,125,000 of Beard Oil Series A convertible voting preferred stock convertible into up to 15 percent of the outstanding Beard Oil common stock on a fully diluted basis, in exchange for discharging the amount of debenture indebtedness not allocated to the oil and gas assets. The Beard Oil common and preferred shares held by the Senior Lenders were each then converted, respectively, into one-third of a share of Beard Common Stock and one share of Beard Preferred Stock. The Senor Lenders now hold, through the common and preferred, 36.25 percent of Beard outstanding voting power."
 As a result of the Reorganization (i) neither Beard nor Beard Oil has any liability for the $101.5 million of principal and accrued interest owed to the Senior Lenders which was formerly a debt of Beard Oil, (ii) Beard is now the public parent company and owner of the former assets of Beard Oil not transferred to Sensor, and (iii) Beard Oil is a wholly owned subsidiary of Beard.
 Liberty Bank and Trust Company of Oklahoma City, N.A. ("Liberty Bank"), the Exchange Agent, will instruct each holder of Beard Oil Common Stock to surrender to Liberty Bank his certificate(s) representing the right to receive shares of beard Common Stock, together with a properly completed and duly executed Letter of Transmittal and any other required documents, and receive in exchange a certificate for the number of full shares of Beard Common Stock (one-third of the number of Beard Oil shares owned) to which he is entitled pursuant to the Reorganization Agreement. No fractional shares will be issued, but in lieu thereof cash will be paid based on the most recent closing sales price ($0.5625) for Beard Oil shares. Accordingly, holders who would otherwise be entitled to a fractional share of Beard Common Stock will receive their proportionate part of $1.6875 per share.
 Beard's ongoing operations will consist principally of its carbon dioxide (CO2) and dry ice (solid CO2) activities, its real estate construction and development activities, its alternative fuel research and development activities, its newly organized environmental services activities, and the continuing operation of a few oil and gas leases.
 -0- 10/27/93
 /CONTACT: Herb Mee Jr., president of Beard Oil Company, 405-842-2333, or Cheryl M. Hudak, president of Cheryl Mayfield Hudak Communications, 405-848-3520/


CO: Beard Oil Company ST: Oklahoma IN: OIL SU:

SH -- NY088 -- 7391 10/27/93 14:08 EDT
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Publication:PR Newswire
Date:Oct 27, 1993
Words:599
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