SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )
Filed by Registrant |X|
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|_| Preliminary Proxy Statement |_| Confidential, for Use of the
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By Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or rule 14a-12
GeoResources, Inc.
__________________________________________________________________________
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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2) Aggregate number of securities to which transaction applies:
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GeoResources, Inc.
________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on June 8, 2000
________________________________________
TO THE SHAREHOLDERS OF GEORESOURCES, INC.:
The 2000 Annual Meeting (the "Meeting") of Shareholders of
GeoResources, Inc. will be held on Thursday, June 8, 2000, at the Airport
International Inn, Highway 2 and 85 North, Williston, North Dakota, at 2:00
P.M., Central Daylight Savings Time, for the following purposes:
1. To set the number of directors for the ensuing year;
2. To elect directors for the ensuing year; and
3. To consider and act upon such other matters as may
properly come before the Meeting and any adjournments thereof.
Only shareholders of record as shown on our books at the close of
business on April 20, 2000, will be entitled to vote at the Meeting and any
adjournments thereof. These materials were first mailed to shareholders on
or about May 1, 2000.
You are cordially invited to attend the meeting in person.
Please fill in, date, sign and return the enclosed proxy so that your
shares may be voted at the meeting. If you attend the meeting, you can
revoke your proxy and vote in person. Your vote is important.
Sincerely,
GEORESOURCES, INC.
/s/ Cathy Kruse
Cathy Kruse
Secretary
Williston, North Dakota
Dated: April 28, 2000
GeoResources, Inc.
Annual Meeting of Shareholders
June 8, 2000
PROXY STATEMENT
The accompanying proxy is solicited by our Board of Directors for
use at our Annual Meeting of Shareholders to be held at 2 p.m. on Thursday,
June 8, 2000, at the Airport International Inn, Highway 2 and 85 North,
Williston, North Dakota, and for the purposes set forth in the Notice of
Meeting, and at any adjournments thereof.
The cost of soliciting proxies, including the preparation,
assembly, and mailing of the proxies and solicitation material, as well as
the cost of forwarding such material to the beneficial owners of stock,
will be borne by us. Directors, officers and regular employees may,
without compensation other than their regular remuneration, solicit proxies
personally or by telephone.
Any shareholder giving a proxy may revoke it at any time prior to
its use at the meeting by giving written notice of such revocation to our
Secretary or by attending the meeting and voting in person. At any time
before the vote on a proposal, you can change your vote either by giving
our Secretary a written notice revoking your proxy card or by signing,
dating, and returning to us a new proxy card. We will honor the proxy card
with the latest date. If the enclosed proxy card is executed properly and
returned in time to be voted at the meeting, the shares represented will be
voted as instructed. Proxies which are signed but which lack any voting
instructions will be voted in favor of the number and slate of directors
proposed by the Board of Directors and will be deemed to grant
discretionary authority to vote upon any other matters properly before the
meeting.
The mailing address of our principal executive office is P. O.
Box 1505, Williston, North Dakota 58802-1505. This Proxy Statement, the
Proxy Card and the Notice of Meeting were mailed to shareholders on or
about May 1, 2000.
Our Board of Directors has fixed April 20, 2000, as the record
date for the determination of shareholders entitled to vote at the meeting.
Persons who were not shareholders on such date will not be allowed to vote
at the meeting.
At the close of business on April 20, 2000, there were issued and
outstanding 3,990,352 shares of our Common Stock, par value $0.01 per
share, our only class of voting securities. A majority of the shares of
Common Stock outstanding must be represented at the meeting in person or by
proxy to constitute a quorum for the two proposals and for the transaction
of any other business that is properly brought before the meeting. On
matters other than the election of directors, holders of the Common Stock
are entitled to one vote per share held as of the record date. With
respect to the election of directors, each holder of Common Stock is
entitled to cumulative voting rights, that is, to cast all of his votes
(determined by multiplying the number of shares owned by the total number
of directors to be elected) for any one nominee or to distribute his votes
among any two or more nominees. There are no conditions precedent to the
exercise of cumulative voting rights. Discretionary authority to cumulate
votes in the election of directors is solicited in this proxy statement.
PROPOSAL NUMBER 1 - NUMBER OF DIRECTORS
Our Articles of Incorporation provide that the number of
directors shall not be less than three nor more than ten. In accordance
with the Board's recommendations over the past several years, the Board
recommends that the number of directors for the ensuing year be set at five
and that five directors be elected. This proposal does not involve a
change in the Articles of Incorporation or Bylaws. Each proxy will be
voted for or against such number or not voted at all as directed in the
proxy. An affirmative vote by a majority of the shares represented in
person or by proxy at the meeting is necessary to adopt Proposal Number 1
setting the number of directors for the ensuing year.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO SET
THE NUMBER OF DIRECTORS AT FIVE.
PROPOSAL NUMBER 2 - ELECTION OF DIRECTORS
In the election of directors, each proxy will be voted for each
of the nominees listed in the table below (with discretionary authority to
cumulate votes) unless the proxy withholds authority to vote for one or
more of such nominees. If elected, each nominee will serve until the next
annual meeting of shareholders and until his successor shall be duly
elected and shall qualify.
If, prior to the meeting, it should become known to the Board of
Directors that any one of the nominees named below will be unable to serve
as a director after the meeting, the proxy will be voted for substitute
nominee(s) selected by the Board of Directors. The Board has no reason to
believe that any of the nominees will be unable to serve. In the election
of directors, the number of nominees equaling the number of directors to be
elected, having the highest number of votes cast in favor of their
election, are elected to the Board of Directors.
The following table provides certain information with respect to
our nominees for directors.
Current Position(s)
With the Company and
Business Experience Director
Name of Nominee Age During Past Five Years Since
H. Dennis Hoffelt 59 Director; has been President 1967;
of Triangle Electric, Inc., except
Williston, North Dakota, for 1986
an electrical contracting
firm, for over five years.
Jeffrey P. Vickers 47 Our President and Director 1982
since January 1983 and
June 1982, respectively.
Cathy Kruse 46 Our Secretary since October 1981; 1996
Our Treasurer, October 1981 to
May 1985 and since June 1990.
A Director since June 1996.
Employed as our Office Manager
since May 1981.
Paul A. Krile 72 Director; has been President 1997
and owner of Ranco Fertiservice,
a manufacturer of dry fertilizer
handling equipment, for over
five years.
Duane Ashley 52 Director; has been a Senior 1999
Salesman for GRACO Fishing
and Rental Tools, Inc., since
January 1999 and for Weatherford
Enteerra, Inc., for over five years.
Cathy Kruse is our Secretary/Treasurer and is the sister-in-law
of Jeffrey P. Vickers. No other family relationship exists between or
among any of the officers or nominees. There are no arrangements or
understandings between any of the directors or nominees or any other person
pursuant to which any person was or is to be elected as a director or
nominee.
During fiscal 1999, the Board of Directors held four meetings and
each Director attended all of such meetings. On March 24, 2000, the Board
designated a new audit committee. Members of the committee are Duane
Ashley, Dennis Hoffelt and Paul Krile. The committee held one meeting
during fiscal 1999.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES.
EXECUTIVE COMPENSATION
The following table presents the aggregate compensation which was
earned by our Chief Executive Officer for each of the past three years. We
do not have an employment contract with any of our executive officers.
None of our employees earned total annual salary and bonus in excess of
$100,000. There has been no compensation awarded to, earned by or paid to
any employee required to be reported in any table or column in any fiscal
year covered by any table, other than what is set forth in the following
table.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
All
Other Restricted Securities Other
Name and Annual Stock Underlying LTIP Compen-
Principal Salary Bonus Compen- Award(s) Options Payouts sation
Position Year ($) ($) sation ($) SARs(#) ($) ($)
Jeffrey 1999 $76,307 -0- -0- N/A -0- N/A $1,820
P. 1998 $82,596 -0- -0- N/A -0- N/A $4,130
Vickers, 1997 $82,596 25,000 -0- N/A 71,000 N/A $8,747
CEO
In the table above, the column titled "All Other Compensation" is
comprised entirely of profit sharing amounts and the 401(k) Company
matching funds discussed below.
If we achieve net income in a fiscal year, our Board of Directors
may determine to contribute an amount based on our profits to the
Employees' Profit Sharing Plan and Trust adopted in December 1978 (the
"Profit Sharing Plan"). An eligible employee may be allocated from 0% to
15% of his compensation depending upon the total contribution to the Profit
Sharing Plan. A total of 20% of the amount allocated to an individual
vests after three years of service, 40% after four years, 60% after five
years, 80% after six years and 100% after seven or more years. On
retirement, an employee is eligible to receive the vested amount. On
death, 100% of the amount allocated to an individual is payable to the
employee's beneficiary. We made total contributions to the plan, matching
and discretionary, for the years ended December 31, 1999, 1998 and 1997 of
$44,989, $19,883, and $31,930, respectively. As of December 31, 1999,
vested amounts in the Profit Sharing Plan for all officers as a group were
approximately $440,000.
Effective July 1, 1997, we executed an Adoption Agreement
Nonstandardized Code 401(k) Profit Sharing Plan that incorporated a 401(k)
Plan into the existing Profit Sharing Plan. Eligible employees are allowed
to defer up to 15% of their compensation and we match up to 5%.
Aggregated Option/SAR Exercises in last Fiscal Year
and FY-End Option/SAR Values
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-End(#) at FY-End($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
Jeffrey P.
Vickers, CEO -0- -0- 106,000/0 0/0
At our 1993 Annual Meeting of Shareholders, a 1993 Employees'
Incentive Stock Option Plan (the "Plan") was approved by shareholders. The
purpose of the Plan is to enable us to attract persons of training,
experience and ability to continue as employees and to furnish additional
incentive to them, upon whose initiative and efforts the successful conduct
and development of the business largely depends, by encouraging them to
become owners of our Common Stock.
The term of the Plan expires on February 17, 2003. If within the
duration of an option, there is a corporate merger consolidation,
acquisition of assets or other reorganization; and if this transaction
affects the optioned stock, the optionee will thereafter be entitled to
receive upon exercise of his option those shares or securities that he
would have received had the option been exercised prior to the transaction
and the optionee had been a stockholder with respect to such shares.
The Plan is administered by our Board of Directors. The exercise
price of the Common Stock offered to eligible participants under the Plan
by grant of an option to purchase Common Stock may not be less than the
fair market value of the Common Stock at the date of grant; provided,
however, that the exercise price will not be less than 110% of the fair
market value of the Common Stock on the date of grant in the event an
optionee owns 10% or more of the Common Stock. A total of 300,000 shares
have been reserved for issuance pursuant to options to be granted under the
Plan. Of the 300,000 reserved shares, options have been issued for 295,000
shares pursuant to the Plan.
DIRECTORS' COMPENSATION
The officers of the Company, who are also directors, receive no
additional compensation for attendance at Board meetings. Directors, other
than Jeffrey P. Vickers and Cathy Kruse, were paid $200 per month for Board
service in 1999.
Securities Ownership of Certain Beneficial Owners and Management
The following table sets forth the number of shares of our Common
Stock beneficially owned by (i) each of our officers and directors, and
(ii) all directors and officers as a group, as of March 15, 2000. Unless
otherwise indicated, the shareholders listed in the table have sole voting
and investment powers with respect to the shares indicated.
Name and Amount and
Class of Address of Nature of Percent
Securities Beneficial Owner Beneficial Ownership of Class
Common Stock, Jeffrey P. Vickers, 366,934-Direct and 9.2%
$.01 par value 1814 14th Ave. W. Indirect(a)
Williston, ND 58801
President and Director
Common Stock, Paul A. Krile, 211,500-Direct (b) 5.3%
$.01 par value P. O. Box 329
Sioux Rapids, IA 50585
Director
Common Stock, Cathy Kruse, 14,700-Direct(d) (c)
$.01 par value 723 14th St. W.
Williston, ND 58801
Secretary, Treasurer
and Director
Common Stock, Thomas F. Neubauer, 20,500-Direct(e) (c)
$.01 par value 910 Park Place
Williston, ND 58801
Vice President,
Leonardite Operations
Common Stock, H. Dennis Hoffelt, 41,000-Direct and 1.0%
$.01 par value 9421 East Desert Lake Indirect(f)
Sun Lakes, AZ 85248
Director
Common Stock, Duane Ashley, 0 - -
$.01 par value 910 W. 15th St.
Williston, ND 58801
Director
Common Stock, Officers and 654,634 16.4%
$.01 par value Directors as
a Group-
(six persons)
___________________
(a) Includes 139,634 shares owned directly by Mr. Vickers, 2,500 in a self-
directed individual retirement account, 72,000 shares held jointly
with his wife, Nancy J. Vickers, 25,500 shares held directly by his
wife, 1,300 shares in his wife's self-directed individual retirement
account, and an aggregate 20,000 shares held by him as custodian for
his two minor children. Also included are 106,000 shares which may be
purchased by Mr. Vickers under presently exercisable stock options
granted pursuant to our 1993 Employees' Incentive Stock Option Plan.
(b) Mr. Krile has sole voting and investment powers over these shares.
(c) Less than 1%.
(d) Included are 14,500 shares which may be purchased by Ms. Kruse under
presently exercisable stock options granted pursuant to our 1993
Employees' Incentive Stock Option Plan.
(e) Included are 9,500 shares which may be purchased by Mr. Neubauer under
presently exercisable stock options granted pursuant to our 1993
Employees' Incentive Stock Option Plan.
(f) Mr. Hoffelt has sole voting and investment power over 11,500 of shares
and has shared voting and investment powers over the remaining 29,500
shares.
The following table sets forth information concerning persons
known to us to be the beneficial owners of more than 5% of our outstanding
Common Stock as of March 15, 2000.
Amount of
Class of Name and Shares and Nature of Percent
Securities Address of Person Beneficial Ownership of Class
Common Stock, Joseph V. Montalban 463,800-Direct(a) 11.6%
$.01 par value Montalban Oil & Gas
Operations, Inc.
Box 200
Cut Bank, MT 59247
Common Stock, Jeffrey P. Vickers 366,934-Direct and 9.2%
$.01 par value 1814 14th Ave. W. Indirect(b)
Williston, ND 58801
Common Stock, Paul A. Krile 211,500-Direct(c) 5.3%
$.01 par value P. O. Box 329
Sioux Rapids, IA 50585
___________________
(a) This information was obtained from a Securities and Exchange
Commission filing.
(b) See footnote (a) of the immediately preceding table.
(c) See footnote (b) of the immediately preceding table.
As of the date of this proxy statement, we are not aware of any
arrangements which could result in a change in control of the Company.
Based solely on a review of SEC Forms 3, 4 and 5 with reports the Company
filed by its executive officers and directors, the Company is not aware of
any officer, director or holder of greater than 10% of the Company's Common
Stock who has failed to file the required SEC Forms 3, 4 or 5 on a timely
basis for 1999.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Our independent public accounting firm is Richey, May & Co., P.
C., ("Richey"), of Engelwood, Colorado. Richey audited our accounts for
1998 and 1999 fiscal years. Richey is expected to be our independent
auditors for 2000.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder and intended
to be presented at the 2001 Annual Meeting of Shareholders must be received
by us by January 22, 2001, to be included in our proxy statement and
related proxy for such annual meeting.
OTHER BUSINESS
We know of no other matters to be presented at the Meeting. If
any other matter properly comes before the Meeting, the appointed proxies
will vote the proxies in accordance with their best judgment.
ANNUAL REPORT TO SHAREHOLDERS
A copy of our Annual Report to Shareholders for the fiscal year
ended December 31, 1999, accompanies this Notice of Annual Meeting and
Proxy Statement. No part of such Annual Report is incorporated herein and
no part thereof is to be considered proxy soliciting material.
FORM 10-K
We will provide at no charge a copy of the annual report on Form
10-K for the year ended December 31, 1999, as filed with the Securities And
Exchange Commission, to any beneficial owner of shares entitled to vote at
the Meeting. Please address your request to the attention of Cathy Kruse,
GeoResources, Inc., P.O. Box 1505, Williston, North Dakota 58802-1505.
By order of The Board of Directors
GEORESOURCES, INC.
/s/ J. P. Vickers
J. P. Vickers
President
Williston, North Dakota
Dated: April 27, 2000