Beard Plans to Resume Talks with Union Pacific / after Uspci Offering
Driskill, Matt, THE JOURNAL RECORD
Additionally, Union Pacific announced from New York that it has filed an amendment to its original tender offer reflecting the increased price per share and extended its tender offer to Jan. 7.
It is impossible, said Herb Mee Jr., Beard president, at this time to determine how much Beard shareholders would get if and when an agreement is reached with Union Pacific.
"There can be no assurance that any transaction will be authorized or consummated. . .," Mee said.
But in a news release issued Wednesday, Beard officials said their negotiations would be aimed at getting Beard stockholders cash and a security representing Beard's assets other than its holdings in USPCI, which is based in Oklahoma City.
The amount of cash would depend on a number of factors, but "would be intended to reflect the $28 per share Union Pacific has offered for USPCI."
The Beard Co. is a diversified natural resource development company headquartered in Oklahoma City. The company's principal business is oil and gas exploration, conducted through its wholly-owned subsidiary, Beard Oil Co.
Beard and Beard Oil own about 28.1 percent of the outstanding shares of USPCI Inc., a hazardous waste management company also based in Oklahoma City.
In its bid to take over USPCI, Union Pacific increased its holdings in Beard to 16.6 percent of the outstanding shares.
Asked when negotiations between Beard and Union Pacific would begin, Mee indicated it would be after the holidays and after Union Pacific amended its offer for USPCI.
"It's my understanding they will be filing an amendment to their tender offer today (Wednesday) or tomorrow," Mee said, "and once they file that they have to extend the offer 10 more business days."
None of the companies involved have divulged details of the reorganized companies once the anticipated mergers are completed, citing their concerns about violating federal and state securities laws.
"There are about 112 reasons why we can't talk about it (the mergers) until the tender offer is complete," Mee added. "That release had the attention of five lawyers in New York and Oklahoma City and that's the way it's going to be."
As reported, Union Pacific and USPCI Inc. entered into a definitive merger agreement on Dec. 18, providing for, among other things, the amended offer of $28 per share.
The offer and withdrawal rights will expire at midnight on Jan. 7, 1988.
The amended offer is conditioned upon, among other things, a sufficient number of shares being tendered to result in Union Pacific's owning a majority of the outstanding USPCI shares on a fully diluted basis. …