SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the Appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission only (as permitted 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
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GeoResources, Inc.
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Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
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GEORESOURCES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on June 27, 1996
TO THE SHAREHOLDERS OF GEORESOURCES, INC.:
The 1996 Annual Meeting of Shareholders of GeoResources, Inc.
(the "Company") will be held on Thursday, June 27, 1996, at the Airport
International Inn, Highway 2 & 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 the books of the Company at
the close of business on May 9, 1996, will be entitled to vote at the Meeting
and any adjournments thereof.
This Notice, the Proxy Statement and the enclosed Proxy are sent to
you by order of the Board of Directors.
Sincerely,
GEORESOURCES, INC.
/s/ Cathy Kruse
Cathy Kruse
Secretary
CK/dfr
Williston, North Dakota
Dated: April 22, 1996
GEORESOURCES, INC.
Annual Meeting of Shareholders
June 27, 1996
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors
of GeoResources, Inc. (the "Company") for use at the Annual Meeting of
Shareholders of the Company to be held on Thursday, June 27, 1996, at the
location 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 the Company. Directors, officers and regular employees of the
Company 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 the
Secretary of the Company or by attending the Meeting and voting in person.
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 specified
therein. Proxies which are signed but which lack any voting specification
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 the principal executive office of the
Company is P. O. Box 1505, Williston, North Dakota 58802-1505. The Company
expects that this Proxy Statement, the Proxy and the Notice of Meeting will
first be mailed to shareholders on or about May 15, 1996.
The Board of Directors of the Company has fixed May 9, 1996 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 22, 1996, there were issued and
outstanding 4,060,714 shares of the Company's common stock, par value $0.01
per share, the Company's only class of voting securities. 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 is 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.
PROPOSAL NUMBER 1 - NUMBER OF DIRECTORS
The Articles of Incorporation of the Company 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 Annual Meeting is necessary to adopt Proposal Number 1 setting the
number of directors for the ensuing year.
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. The election of each nominee
proposed in Proposal Number 2 requires the affirmative vote of a majority of
the shares represented in person or by proxy at the Meeting.
The following table provides certain information with respect to
the nominees for directors of the Company:
Current Position(s)
With the Company and
Business Experience Director
Name of Nominee Age During Past Five Years Since
Rollin C. Vickers 71 Chairman of the Board; 1958
Consultant to the Company;
President of the Company
from 1958 through 1980.
H. Dennis Hoffelt 54 Director; has been President 1967;
of Triangle Electric, Inc., except
Williston, North Dakota, for 1986
an electrical contracting
firm, for over five years.
Current Position(s)
With the Company and
Business Experience Director
Name of Nominee Age During Past Five Years Since
Jeffrey P. Vickers 43 President and Director 1982
of the Company since
January, 1983 and June,
1982, respectively
Cathy Kruse 42 Secretary of the Company
since October, 1981;
Treasurer of the Company
October, 1981 to May, 1985
and since June, 1990. Em-
ployed as Office Manager
of the Company since May,
1981.
Jeff Greek 36 Director; Treasurer and 1988;
Chief Financial Officer of except
the Company from July, for 1990
1986 to April, 1990.
Financial Accounting Super-
visor at Souris River Telecom-
munications Cooperative,
Minot, ND from March, 1991
to August, 1994. Financial
Consultant of Citrus Energy,
Castle Rock, Colorado since
August, 1994.
Jeffrey P. Vickers is the son of Rollin C. Vickers. Cathy Kruse,
Secretary/Treasurer of the Company, 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.
The Company's Board of Directors has not designated an audit, nominating or
compensation committee. During fiscal 1995, the Board held four meetings and
each Director attended all of such meetings, except Patrick Montalban, who
attended three meetings. Based solely upon a review of Forms 3, 4, and 5 and
amendments thereto furnished to the Company during the year ended December 31,
1995, the Company is unaware of any officer, or director, who failed to file
reports required by Section 16 of the Securities Exchange Act of 1934.
EXECUTIVE COMPENSATION
The following table presents the aggregate compensation which was
earned by the Chief Executive Officer for each of the past three years. No
employee of the Company earned total annual salary and bonus in excess of
$100,000. There has been no compensation awarded to, earned by or paid to
any employee required to be reported in any table or column in any fiscal year
covered by any table, other than what is set forth in the following table.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
All
Other Restricted Other
Name and Annual Stock LTIP Compen-
Principal Salary Bonus Compen- Award(s) Options Payouts sation
Position Year ($) ($) sation ($) SARs(#) ($) ($)
Jeffrey 1995 $74,659 -0- -0- $925 35,000 N/A $7,566
P. 1994 $73,929 -0- -0- N/A -0- N/A $2,343
Vickers 1993 $71,700 -0- -0- $18,000 -0- N/A $3,500
CEO
In the table above, the column titled "Restricted Stock Awards" is
comprised of a 1995 grant of 1,000 shares of common stock from the Registrant
to each full-time employee, including Mr. Vickers. The 1993 Restricted Stock
Awards (24,000 shares of common stock) is compensation from the Registrant for
accrued unpaid vacation through December 31, 1992. All of the Restricted Stock
Awards are "restricted securities" as defined in Rule 144 adopted under the
Securities Act of 1933. The column titled "All Other Compensation" is
comprised entirely of profit sharing amounts.
If the Company achieves net income in a fiscal year, the Board of
Directors may determine to contribute an amount based on the Company's 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 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. The Company accrued a
$35,000 contribution for 1995 with contributions for 1994 and 1993 being
$10,000 each. As of December 31, 1995, before earnings and the 1995
contribution, vested amounts in the Profit Sharing Plan for all officers as a
group were approximately $299,611.
Aggregated Option/SAR Exercises in last Fiscal Year
and FY-End Option/SAR Values
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-End(#) at FY-End($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
Jeffrey P.
Vickers, CEO -0- -0- 35,000/0 $7,875/0
At the 1993 Annual Meeting of Shareholders, the Company's 1993
Employees' Incentive Stock Option Plan (the "Plan") was approved by
shareholders. The purpose of the plan is to enable the Corporation to attract
persons of training, experience and ability to continue as employees, and to
furnish additional incentive to such persons, upon whose initiative and efforts
the successful conduct and development of the business of the Corporation
largely depends, by encouraging such persons to become owners of the common
stock of the Corporation.
The term of the Plan expires February 17, 2003, ten years from the
date the Plan was approved by the Board of Directors. If within the duration
of an option there shall be a corporate merger consolidation, acquisition of
assets, or other reorganization, and if such transaction shall affect the
optioned stock, the optionee shall 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 such transaction and the optionee had
been a stockholder of the Corporation with respect to such shares.
The Plan is administered by the 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 shall 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 of the Corporation. A total of 300,000 shares have been
reserved for issuance pursuant to options to be granted under the Plan.
DIRECTORS' COMPENSATION
With the exception of Rollin C. Vickers and Jeffrey P. Vickers,
directors were paid $150 per Board meeting attended during 1995. The officers
of the Company who are also directors receive no additional compensation for
attendance at Board meetings.
Principal Shareholders And Management Shareholders
The following table sets forth the number of shares of common stock
beneficially owned by each officer, director and nominee for director of the
Company and by all directors and officers as a group, as of April 22, 1996.
Unless otherwise indicated, the shareholders listed in the table have sole
voting and investment powers with respect to the shares indicated.
Name of Person
or Number of Amount of
Class of Directors and Shares and Nature of Percent
Securities Officers as a Group Beneficial Ownership of Class
Common Stock, Jeffrey P. Vickers 299,234-Direct and 7.4%
$.01 par value Indirect(a)
Common Stock, Rollin C. Vickers 191,767-Direct and 4.7%
$.01 par value Indirect(b)
Common Stock, Cathy Kruse 14,950-Direct(d) (c)
$.01 par value
Common Stock, Thomas F. Neubauer 11,000-Direct(e) (c)
$.01 par value
Common Stock, H. Dennis Hoffelt 39,000-Direct and (c)
$.01 par value Indirect(f)
Common Stock, Jeff Greek 2,000-Direct (c)
$.01 par value
Common Stock, Officers and 557,951-Direct and 13.7%
$.01 par value Directors as Indirect
a Group- (a)(b)(c)(d)(e)(f)
(seven persons)
(a) Included in the 299,234 shares listed for Jeffrey P. Vickers are 134,634
shares owned directly by him, 2,500 in a self-directed individual
retirement account, 70,000 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
30,300 shares held by him as custodian for his three minor children.
Also included are 35,000 shares which may be purchased by Mr. Vickers
under presently exercisable stock options granted pursuant to the
Company's 1993 Employees' Incentive Stock Option Plan. Mr. Vickers has
not exercised any stock options within the past 60 days.
(b) Indicated amount include 55,000 shares held by R. C. Vickers, 34,000
shares held by his wife, Patricia Vickers and 100,267 shares held by
Vickers Foundation of which Mr. and Mrs. Vickers share voting and
investment powers. Mr. and Mrs. Vickers each disclaim any power to vote
or to direct the investment of the other's direct shares. Also included
are 2,500 shares which may be purchased by Mr. Vickers under presently
exercisable stock options granted pursuant to the Company's 1993 Employees'
Incentive Stock Option Plan. Mr. Vickers has not exercised any stock
options within the past 60 days.
(c) Less than 1%.
(d) Included in the 14,950 are 5,000 shares which may be purchased by Ms.
Kruse under presently exercisable stock options granted pursuant to the
Company's 1993 Employees' Incentive Stock Option Plan.
(e) Included in the 11,000 are 5,000 shares which may be purchased by Mr.
Neubauer under presently exercisable stock options granted pursuant to
the Company's 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 27,500.
The following table sets forth information concerning persons
known to the Company to be the beneficial owners of more than 5% of the
Company's outstanding common stock as of April 22, 1996.
Amount of
Class of Name and Shares and Nature of Percent
Securities Address of Person Beneficial Ownership of Class
Common Stock, Mountain States 687,600-Direct(a) 16.9%
$.01 par value Resources, Inc.
CBM Building
Box 250
Cut Bank, MT 59427
Common Stock, Jeffrey P. Vickers 299,234-Direct and 7.4%
$.01 par value 723 West 14th St. Indirect(b)
Williston, ND 58801
Common Stock, Paul Krile 207,500-Direct(c) 5.1%
$.01 par value P. O. Box 329
Sioux Rapids, IA 50585
(a) This information was obtained from previous Securities and Exchange
Commission filings. Mountain States Resources, Inc. may be deemed to
share voting and investment powers over the above shares with MSR
Exploration, Ltd., the Canadian parent company of Mountain States
Resources, Inc. The Company has been informed that these shares were
sold several months ago to Joseph Montalban, former President of Mountain
States Resources, Inc. However, the Company has not received a Form 3 or
a Schedule 13D required to be filed under the Securities Exchange Act of
1934 relating to this sale. Joseph Montalban is the father of Patrick
Montalban, a director of the Company.
(b) See footnote (a) of the immediately preceding table.
(c) This information was obtained from a Securities and Exchange Commission
filing.
No arrangements are known by the Company which could, at a
subsequent date, result in a change in control of the Company.
Based solely on a review of Forms 3, 4 and 5, other than as set
forth above in footnote (a), the Company is not aware of any officer, director
or holder of greater than 10% of the Company's common stock who has failed in
1995 to file reports required by Section 16 of the Securities Exchange Act of
1934.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accounting firm is Williams,
Richey and Company, ("Williams"), of Denver, Colorado. Williams audited the
Company's accounts for 1994 and 1995 fiscal years. Williams is expected to
be the Company's independent auditors for the current 1996 fiscal year. A
representative of Williams may be present at the Meeting and, if present, will
respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company
and intended to be presented at the 1997 Annual Meeting of Shareholders must
be received by the Company by January 15, 1997, to be included in the Company's
proxy statement and related proxy for such annual meeting.
OTHER BUSINESS
Management knows 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 the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 1995, 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
THE COMPANY WILL PROVIDE AT NO CHARGE A COPY OF THE ANNUAL REPORT ON
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1995, 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
JPV/dfr
Williston, North Dakota
Dated: April 22, 1996