SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._____)
Filed by the 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 240.14a-11
or 240.14a-12
GEO PETROLEUM, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(I)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
---------------------------------------------------
<PAGE>
(2) Aggregate number of securities to which
transaction applies:
---------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was
determined):
--------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------
(5) Total fee paid:
--------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee
was previously. Identify the previous filing by
registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------
(2) Form, Schedule or Registration
Statement No.:
-------------------------------------------------
(3) Filing Party:
-------------------------------------------------
(4) Date Filed:
--------------------------------------------------
<PAGE>
GEO PETROLEUM, INC.
501 Deep Valley Drive, Suite 300
Rolling Hills Estates, California 90274
- -----------------------------------------------------------
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT
TO BE HELD SEPTEMBER 15, 1997
- -----------------------------------------------------------
Dear Stockholder:
The Annual Meeting of Stockholders of Geo Petroleum,
Inc. ("Geo" or the "Company") will be held at the offices
of the Company, 501 Deep Valley Drive, Suite 300, Rolling
Hills Estates, California on September 15, 1997, at 10:30
a.m. PDT for the following purposes:
I. To elect three Directors of the Company; and
II. To consider and act upon such other matters as may
properly come before the meeting or any adjournment
thereof.
The Board of Directors has fixed the close of business
on June 30, 1997 as the record date for determining Stockholders
entitled to notice of, and to vote at, the meeting or any
adjournments or postponements thereof.
You are cordially invited to attend the meeting in
person. Whether or not you plan to attend the meeting,
you are urged to complete, date, sign and return the
enclosed proxy in the accompanying envelope, which mailing will
be postage free if mailed in the United States of America.
You may revoke the proxy by filing a properly executed proxy
bearing a later date or by attending the Annual Meeting and
voting in person. Regardless of how many shares you own, your
vote is very important. Please sign, date and return the
enclosed proxy card today.
<PAGE>
The Company's Form 10-KSB report for its 1996 fiscal
year is being mailed to Stockholders and accompanies
these proxy materials. The Form 10-KSB contains
financial and other information about the Company, but is
not incorporated in the Proxy Statement and is not deemed
a part of the proxy soliciting materials.
BY ORDER OF THE BOARD OF DIRECTORS
/S/
- ----------------------------------
Alyda L. Raydon, Secretary
Torrance, California
August 4, 1997
<PAGE>
GEO PETROLEUM, INC.
501 Deep Valley Drive, Suite 300
Rolling Hills Estates, California 90274
- -----------------------------------------------------------
PROXY STATEMENT
- -----------------------------------------------------------
This Proxy Statement is furnished to the holders
("Stockholders") of common stock, no par value ("Common Stock")
of Geo Petroleum, Inc., a California corporation ("Geo" or the
"Company") in connection with the solicitation of proxies by
the Board of Directors for use at the Annual Meeting of
Stockholders to be held on September 15, 1997, at 10:30 a.m.
PDT at the offices of the Company, 501 Deep Valley Drive,
Rolling Hills Estates, California 90274 (including any
adjournments or postponements thereof, "Annual Meeting").
A copy of the notice of meeting accompanies this Proxy
Statement. It is anticipated that the mailing of this Proxy
Statement and the accompanying Proxy Card will commence on or
about August 4, 1997.
RECORD DATE; STOCKHOLDERS ENTITLED TO VOTE
Only holders of the Company's Common Stock, no par value,
of record at the close of business on June 30, 1997, the
record date ("Record Date") for the meeting, will be entitled
to notice of and to vote at the Annual Meeting. As of the
Record Date, Geo had outstanding 7,729,832 shares of Common
Stock. Shares of Common Stock are the only securities of Geo
entitled to vote at the Annual Meeting and each share
outstanding as of the record date will be entitled to one
vote.
VOTE REQUIRED FOR APPROVAL
The presence in person or by proxy of the holders of a
majority of the outstanding shares of Common Stock will
constitute a quorum for the transaction of business at the
meeting. If a quorum is present, a majority of the shares
of Common Stock represented in person or by proxy at the
meeting and voting on a proposal is required to approve the
election of Directors and all other proposals. Management of
the Company, which owns 3,654,256 shares of Common Stock of
the Company (47%), have advised the Company that they intend
to vote for each of the nominees named herein.
<PAGE>
REVOCABILITY OF PROXIES
A Stockholder who dates, signs and returns the enclosed
form of proxy may revoke the proxy at any time before it is
voted by submitting a duly executed written revocation or a
proxy bearing a later date to the Secretary of the Company.
Attendance at the meeting shall not have the effect of
revoking a proxy unless the Stockholder so attending shall,
in writing, so notify the Secretary of the meeting at any
time prior to the voting of the proxy.
PROXY SOLICITATION
The cost of soliciting proxies will be borne by the
Company. In addition to soliciting proxies by mail, Directors,
executive officers and employees of the Company, without
receiving extra compensation therefor, may solicit proxies by
telephone, by telegram or in person. Arrangements will also
be made with brokerage firms and other custodians, nominees
and fiduciaries to forward solicitation materials to the
beneficial owner of shares of the Common Stock and the Company
will reimburse such brokerage firms and other custodians,
nominees and fiduciaries for reasonable out-of-pocket expenses
incurred by them in connection with forwarding such materials,
which are anticipated to total approximately $1,000.
VOTING OF PROXIES
Every Stockholder voting for the election of Directors
may exercise cumulative voting rights and give one candidate a
number of votes equal to the number of Directors to be elected
multiplied by the number of votes to which the Stockholder's
shares are entitled, or distribute such Stockholder's votes on
the same principle among as many candidates as the Stockholder
may select, provided that votes cannot be cast for more than
three candidates. However, no Stockholder shall be entitled
to cumulate votes for a candidate unless the candidate's name
has been placed in nomination prior to the voting and the
Stockholder, or any other Stockholder, has given notice at
the meeting prior to the voting of the intention to cumulate
votes. On all other matters each share is entitled to one
vote on each proposal or item that comes before the Annual
Meeting.
<PAGE>
Proxies will be voted in accordance with the instructions
indicated thereon. A validly executed proxy, which does not
indicate instructions, will be voted FOR the Director Nominees
identified below and FOR the other proposals. The proxy
permits a Stockholder to withhold voting for any and all
members of the Board of Directors or to abstain from voting
for any proposal if the Stockholder so chooses. Abstentions
are counted for purposes of determining the number of shares
represented and entitled to vote at the meeting. However,
abstentions are not counted in determining the number of
shares voting FOR an item of business, and, therefore, have
the same effect as a vote AGAINST a business item. Broker
non-votes are counted for purposes of determining the number
of shares represented and entitled to vote at the meeting;
however, the shares represented thereby are not voted and do
not represent a vote either FOR or AGAINST an item of
business. The Annual Meeting will be held for the transaction
of business described herein and for the transaction of such
other business as may properly come before the Annual Meeting.
Proxies will confer discretionary authority with respect
to any other matters, which may properly be brought before
the Annual Meeting (which, as defined herein, includes any
postponements or adjournments thereof). At the date of this
Proxy Statement, the only business that the Company's
management intends to present, or knows that others will
present, is that described in this Proxy Statement. If
other matters come before the Annual Meeting, the persons
holding proxies solicited hereunder intend to vote such
proxies in accordance with their judgment on all such matters.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information
regarding the beneficial ownership of the Company's common
shares as of June 30, 1997, by: (1) each stockholder who is
known by the Company to own beneficially more than five percent
of the common shares; (2) each Named Executive Officer of the
Company; (3) each director of the Company; and (4) all directors
and executive officers of the Company as a group.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------
NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENT
BENEFICIAL OWNER ** OWNED OF CLASS
- -----------------------------------------------------------
<S> <C> <C>
Gerald T. Raydon <F1>
501 Deep Valley Drive
Suite 300
Rolling Hills Estates,
CA 90274 3,631,225 47
Alyda Raydon <F1>
501 Deep Valley Drive
Suite 300
Rolling Hills Estates,
CA 90274 3,631,225 47
William J. Corcoran <F2> 10,204 *
227 De Long Ave.
Dumont, NJ 07628
Eric J. Raydon <F3>
501 Deep Valley Drive
Suite 300
Rolling Hills Estates,
CA 90274 12,827 *
All executive officers
and directors as a group
(3 persons) 3,654,256 47
Harriman affiliated
interests <F4> 437,462 6
1. Crispin Connery,
Mary Dixon, Thomas F.
Dixon, Arden H. Mason,
and Est. of Edward Northrop,
c/o Brown & Wood
One World Trade Center
New York, New York 10048
2. Associated Partners,
Ltd., Est. of Pamela
Harriman, Hillside
Syndicate, and St. Francis
of Utah, c/o Bear, Stearns
Securities Corp.
245 Park Avenue
New York, New York
10067
Drake Holding Corp. <F5>
1250 Fourth St.
Santa Monica, Ca. 90401 558,657 7
- -----------------------------------------------------------
</TABLE>
- -------------------
* Less than one percent.
** Except as otherwise noted in this table, the persons
named in the table have sole voting and investment power
with respect to all shares of the Common Stock shown as
beneficially owned by such persons, subject to community
property laws where applicable.
<PAGE>
<F1> Gerald T. and Alyda Raydon are husband and wife. Shares
listed as beneficially owned by one spouse includes shares
owned beneficially by the other. In the aggregate, Mr. and
Mrs. Raydon own 3,631,225 shares or 47% of the common shares
of the Company. Excludes, in all cases, the shares held by
Eric J. Raydon and by Bryan T. Raydon as to which Mr. and
Mrs. Raydon disclaim beneficial interest.
<F2> William J. Corcoran was affiliated with certain of the
Harriman family interests. The shares held by Mr. Corcoran
were issued as director's compensation.
<F3> Eric J. Raydon is the son of Mr. and Mrs. Raydon. The
latter parties disclaim beneficial ownership of the shares
held in the name of Eric J. Raydon. Shares indicated as
being owned by Mr. and Mrs. Raydon do not include shares
attributable to Eric J. Raydon.
<F4> Represents shares held by various descendants or
affiliates of W. A. Harriman. Such shares are owned as
follows:
Associated Partners LTD- 245,613; Crispin Connery - 30,208;
Mary Dixon 30,208; Thomas F. Dixon - 30,208; Est. of Pamela
Harriman - 8,162; Hillside Syndicate - 14,028; Arden H. Mason
- - 30,208, Est. of Edward Northrop - 30,208; St. Francis of
Utah, Inc. - 18,619. The appellation "Harriman Affiliated
Interests" does not connote a legal relationship among the
holders nor is it a title suggested by the persons designated
as components.
<F5> Includes 122,546 shares held in the name of Drake Energy
Corp., an affiliate, and 185,498 shares held in the name of
Drake Capital Securities, Inc., an affiliate. Such shares
represent 2% and 2%, respectively, of the outstanding shares
of the Company.
<PAGE>
PROPOSAL NO. I - ELECTION OF DIRECTORS
The entire Board of Directors is elected annually to
serve until their terms expire and their successors have been
elected and qualified. It is the intention of the persons
named in the proxy to vote for the directors listed below
except where authority has been withheld as to a particular
nominee or as to all nominees. In the event that any nominee
is unable or declines to serve as a Director at the time of
the Annual Meeting, the proxies will be voted for any nominee
who shall be designated by the present Board of Directors to
fill the vacancy. In the event that additional persons are
nominated for election as Directors, the proxy holders intend
to vote all proxies received by them in such a manner in
accordance with cumulative voting as will ensure the election of
as many of the nominees listed below as possible. In such
event, the specific nominees for whom such votes will be
cumulated will be determined by the proxy holders. Management
of the Company, consisting of Mr. Gerald T. Raydon, Mrs. Alyda
L. Raydon and Mr. Eric Raydon, who own 47% of the common stock,
have each advised the Company that they intend to vote for each
of the nominees listed below.
The Company's Articles of Incorporation fix the number of
directors of the Company at five, but nominations have been
made only for three directors and there will remain two
vacancies on the Board of Directors. The Board of Directors
has the power to fill such vacancies from time to time. At
the present time, Management has no plans to suggest that
the Board fill such vacancies.
<PAGE>
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS FOR A
ONE-YEAR TERM TO EXPIRE AT THE 1998 ANNUAL
MEETING OF STOCKHOLDERS
The Board of Directors recommends a vote for the
following Director Nominees, designated as Proposal No. I on
the enclosed proxy card.
<TABLE>
<CAPTION>
- -----------------------------------------------------------
NAME AND POSITION
CURRENTLY HELD YEAR BECAME YEAR CURRENT
WITH THE COMPANY AGE A DIRECTOR TERM EXPIRES
- -----------------------------------------------------------
<S> <C> <C> <C>
Gerald T. Raydon 67 1986 1997
Alyda L. Raydon 56 1986 1997
William J. Corcoran 67 1988 1997
- -----------------------------------------------------------
</TABLE>
INFORMATION CONCERNING NOMINEES FOR DIRECTOR
Reference is made to the tabular disclosure under the
caption Principal Shareholders for a description of the
number of shares of the Common Stock held by each of the
nominees for director.
The following is a brief description of the business
experience during the preceding five years of each of the
nominees for the office of Director of the Company, indicating
their principal occupation and employment during the period
and the name and principal business of any organization in
which such occupations and employment were carried out.
<PAGE>
Gerald T. Raydon founded Geo in 1986. He has over 40
years of experience in the California oil business as a
geologist, attorney, and oil company president, commencing
his career with Chevron USA, Inc. He was for sixteen years
the President of American Pacific International, Inc., a
public oil company located in Los Angeles, California, which
achieved a market capitalization of $55,000,000 before he
merged it into Worldwide Energy Corporation in 1984.
Subsequently he served as a director of Worldwide and as
President of its West Coast subsidiary until 1986. In March
1989, he was appointed as Receiver of Fountain Oil & Gas
Company by the Chief Judge of the United States District
Court, Central District of California, and served four years,
concurrently with his service to Geo, until the receivership
was concluded. Mr. Raydon holds B.A. and M.A. degrees in
Geological Sciences from the University of California, Berkeley,
and the J.D. degree from the University of Southern California,
School of Law. He is a member of the American Association of
Petroleum Geologists, the Society of Petroleum Engineers, and
of the California State Bar. Mr. Raydon is the husband of
Alyda L. Raydon and the father of Eric J. Raydon.
Alyda L. Raydon is Secretary/Treasurer and has been
employed in such position since October, 1986. She has
completed college courses in financial and investment
management, accounting, computer science, and office
procedures. Alyda L. Raydon is the wife of Gerald T. Raydon
and the mother of Eric J. Raydon.
William J. Corcoran was employed by an investment
management firm representing the W. Averell Harriman family
from 1963 until his retirement in 1995. He served as
Secretary-Treasurer of the Mary A. H. Rumsey Foundation, the
Gladys and Roland Harriman Foundation, and the W. Averell
Harriman and Pamela C. Harriman Foundation. Mr. Corcoran
graduated from Fordham University with B.A. and M.A. degrees
in accounting.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH
OF THE NOMINEES
BOARD COMMITTEES AND MEETINGS
The Board of Directors met three times during 1996.
All directors were present at each meeting. The Board has
no standing committees.
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND
KEY EMPLOYEES
The following table lists the executive officers and
key employees of the Company. Following the table is a
biographic description of those executive officers and key
employees whose biographical data is not listed under the
caption Nominees for Director.
<TABLE>
<CAPTION>
- -----------------------------------------------------------
Name of Individual Age Position held with Company
- -----------------------------------------------------------
<S> <C> <C>
Gerald T. Raydon 67 Chairman of the Board,
President
Alyda L. Raydon 56 Secretary-Treasurer,
Chief Financial Officer,
Principal Accounting
Officer
Charles F. Peters 39 Manager, East Los
Angeles/Bandini Field
Operations
Eric J. Raydon 28 Assistant to the President,
Assistant Secretary
</TABLE>
<PAGE>
Charles F. Peters has nineteen years of experience in
oil and gas field operations. Mr. Peters has operated oil
and gas wells and production facilities in California,
including seventeen years experience in operations at the
East Los Angeles-Bandini properties. Mr. Peters became
manager of the properties in 1991.
Eric J. Raydon joined the Company in June, 1995. He has
over six years of experience in oil and gas, finance, real
estate development, accounting, and management. Mr. Raydon
received his Bachelor of Science degree in Business
Administration/Real Property Development and Management from
the University of Southern California in May, 1991. Eric J.
Raydon is the son of Gerald and Alyda Raydon.
COMPENSATION
Executive Compensation
No officer of the Company received compensation,
including salary and bonus, in excess of $100,000 during
any of the three preceding years. Gerald T. Raydon received
no salary or bonus during any such years. The Board has
authorized compensation to Mr. Raydon in the amount of
$120,000 per year commencing January 1, 1997. The following
tables contain information concerning the Company's Chief
Executive Officer and any other executive officer whose
aggregate cash compensation exceeds $100,000 per year.
<TABLE>
<CAPTION>
SUMMARY ANNUAL COMPENSATION TABLE
---------------------------------
Name &
Principal Other Bonus Compensation Stock
& Position Year ($)<FN> ($) ($) ($)
- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gerald T. Raydon,
Chairman,
President 1994 $1,000 $ - $ - $ -
1995 $1,000 $ - $ - $ -
1996 $1,000 $ - $ - $ -
<PAGE>
<FN>
Consisting of an award of Common Stock valued at $1 per share.
The Company has no option or other incentive compensation plans.
</TABLE>
<TABLE>
<CAPTION>
SUMMARY LONG-TERM COMPENSATION TABLE
------------------------------------
Payouts,
Name & Securities, Incentive All Other
Principal Underlying Plan Compen-
& Position Year Options/SARs(#) Payouts($) sation($)
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
Gerald T. Raydon,
Chairman,
President 1994 $ - $ - $ -
1995 $ - $ - $ -
1996 $ - $ - $ -
</TABLE>
Director Compensation
Directors currently receive an annual issuance of 1,000
shares of common shares as compensation. Directors do not
receive reimbursement for their out of pocket costs in
attending board meetings.
Benefit Plans and Employment Agreements
The Company has no benefit plans and no employment
agreements, other than at will agreements, with any of its
employees. In 1996, the Board authorized the Company to enter
into employment contracts for periods of five years with each
of Mr. Gerald T. Raydon, Mrs. Alyda Raydon and Mr. Eric J.
Raydon. Such agreements when executed will provide for
annual compensation of $120,000, $39,000 and $52,000,
respectively, all subject to escalation on an annual basis
as approved by the Board. The agreements will not contain
provisions restricting a change of control in the Company.
It is expected that formal contracts will be executed sometime
during August 1997.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
At the time in 1990 that the Company acquired its interests
in the East Los Angeles-Bandini and Oxnard properties, Mr.
Gerald T. Raydon, president and major shareholder of the
Company, acquired 25% of the joint interests in such properties.
Such joint interests were acquired through Joint Venture
Agreements pursuant to which the Company paid costs of
operations and Mr. Raydon supplied the investment capital.
Effective as of April 1, 1994, the Company acquired 20% of the
25% interest of Gerald T. Raydon in the Company's Oxnard
properties and all of the 25% interest of Mr. Raydon in the
Company's East Los Angeles-Bandini properties for shares of
common stock valued at $103,421 which was the approximate cost
of the properties to Mr. Raydon.
Capitan Resources, Inc. owns an undivided 25% interest
in the waste disposal facilities owned and operated by the
Company at its and Oxnard properties. Gerald T. Raydon and
his family own all of the stock of Capitan Resources, Inc.
Relations between the Company and Capitan Resources are
governed by an agreement which provides for a proportionate
sharing of costs and revenues. During 1996, affiliates of
Drake Investment Securities, Inc. invested $50,000 in Capitan
in exchange for an undivided 25% share of profits in the
disposal of solid wastes by Capitan.
Capitan Resources, Inc. is the purchaser of natural gas
from the Company's Bandini-East Los Angeles properties.
Capitan purchases the natural gas under a contract dated
June 30, 1991, which provides for a payment to Capitan of 25%
of gross sales in exchange for advancing capital and other
costs of gas processing and transportation. Capitan then
resells the natural gas to other purchasers. To date,
resale transactions have not resulted in Capitan's recovery of
its investment; however, it is expected that ultimately Capitan
will achieve a significant profit on its investment.
<PAGE>
From time to time there are outstanding balances and
credits between the Company and Capitan pursuant to the
agreements above mentioned. At December 31, 1996 and 1995
Geo had a receivable of $191,230 and 155,686, respectively,
from Capitan. Similar credits and balances were outstanding
from time to time with respect to the Bandini-East Los
Angeles properties and Vaca properties; during the two years
ended December 1996 , the largest balance receivable from
Capitan was $31,516 and on December 31, 1996, the receivable
balance was $0.
The Harriman affiliated group currently owns approximately
6% of the outstanding common stock of Geo. In 1992, members
of the group provided collateral to a bank for a loan to Geo
in the principal amount of $1,200,000 ($650,000 as of
June 30, 1997). The group received 273,669 shares of common
stock as partial consideration for providing such collateral.
Such loan remains unpaid as of the date hereof. In 1995,
members of such group brought suit against the bank that made
the loan to the Company, claiming, among other things, that
the agent of the Harriman group that executed the collateral
pledge agreement was not authorized so to do. The loan was
extended to January 15, 1998 on the condition that it be
reduced by one-half, which the Company did by making a
$750,000 payment in December, 1996. The Company paid the
Harriman group 51,010 shares of the Common Stock in 1996 as
consideration for retaining the use of their collateral for
the loan through the period of extension. Interest is being
paid on a current basis by the Company.
The Company has borrowed funds from relatives of the
Chief Executive Officer and issued notes evidencing the
indebtedness. The aggregate amount of such indebtedness
during the preceding two years was $251,663, of which $53,563
was repaid during 1996. The amount of $76,250 of the
indebtedness was exchanged for shares of the Company's
redeemable, convertible preferred stock, $1,000 par value,
which are convertible into shares of Common Stock at a price
of $2.50 per share. In 1996, $121,850 of the aggregate
indebtedness was exchanged for 48,740 shares of the Common
Stock.
<PAGE>
In 1996, the Company acquired by merger, Drake
Investment Corporation (DIC ) an inactive corporation
possessing minimal assets and having approximately 70
shareholders, for a consideration consisting of 497,546
shares of the Company's Common Stock. Drake Capital
Securities, Inc., the shareholders of which were shareholders
of DIC, is the Company's investment banker. Drake Capital
Securities, Inc. entered into an agreement with the Company
dated December 20, 1996, by which Drake Capital Securities,
Inc. agreed on a best efforts basis to manage a private
placement of up to 2,500,000 shares of the common shares of
the Company for an offering price of $2.50 per share. In
December, 1996, Drake sold 522,000 shares, each with an
attached warrant, to investors including principals of Drake
for $2.50 per share. The total consideration was $1,305,000.
Each warrant is exercisable at $3.00 per share for a three-
year period from issuance. Drake Capital Securities, Inc.
was compensated by the Company with commissions of 7.5%. In
addition, Drake Capital Securities, Inc. has acted as a
financial advisor to the Company in the past.
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP has been selected by the Board of
Directors to continue to act as the Company's independent
auditors in 1997. Representatives of Ernst & Young LLP will
be present at the 1997 annual meeting of stockholders, will
have the opportunity to make a statement if they desire to
do so, and will be available to respond to appropriate
questions.
SECTION 16 FILING INFORMATION
Section 16(a) of the Securities Exchange Act and the
applicable rules thereunder require the officers and Directors
of the Company and persons owning more than 10% of the Common
Stock to file reports of ownership and changes therein with
the Securities Exchange Commission and to furnish copies
thereof to the Company. Based upon a review of the copies
of such forms received by the Company, the Company believes
that during the last fiscal year, all filing requirements
applicable to its officers, Directors and greater than 10%
shareholders were complied with, with the following
exceptions: Mr. Gerald T. Raydon and Mrs. Alyda L. Raydon
filed their initial reports late.
<PAGE>
FINANCIAL STATEMENTS
The Company has enclosed its Form 10 for the year ended
December 31, 1996 with this proxy statement. Stockholders
are referred to the report for financial and other information
about, but such report is not incorporated in this proxy
statement and is not a part of the proxy soliciting
material.
PROPOSALS BY STOCKHOLDERS
Any proposals by stockholders intended to be presented
at the 1998 annual meeting must be received by the Company
at its executive offices no later than December 15, 1997 in
order to be considered by the Board of Directors for inclusion
in the Company's 1998 proxy statement.
OTHER BUSINESS
The Board of Directors does not know of any business to
be presented for consideration at the Annual Meeting of
Stockholders other than that stated in the Notice of Annual
Meeting of Stockholders. It is intended, however, that
persons authorized under the proxies solicited from the
Stockholders by the Board of Directors may, in the absence
of instructions to the contrary, vote or act in accordance
with their judgment with respect to any other proposal
properly presented for action at such meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/S/
- ----------------------------------
Alyda L. Raydon
Secretary
<PAGE>
GEO PETROLEUM, INC.
501 Deep Valley Drive, Suite 300
Rolling Hills, CA 90274
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT
TO BE HELD SEPTEMBER 15, 1997
Dear Stockholder:
The Annual Meeting of Stockholders of Geo Petroleum, Inc.
("Geo" or the "Company") will be held at the offices of the
Company, 501 Deep Valley Drive, Suite 300, Rolling Hills
Estates, CA 90274, September 15, 1997 at 10:30 a.m. PDT for
the following purposes:
I. To elect 3 Directors of the Company, and
II. To consider and act upon such other matters as
may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business
on June 30, 1997 as the record date for determining
Stockholders entitled to notice of, and to vote at, the
meeting or any adjournments or postponements thereof.
You are cordially invited to attend the meeting in
person. Whether or not you plan to attend the meeting, you
are urged to complete, date, sign and return the enclosed
proxy in the accompanying envelope, which mailing will be
postage free if mailed in the United States of America. You
may revoke the proxy by filing a properly executed proxy
bearing a later date or by attending the Annual Meeting and
voting in person. Regardless of how many shares you own, your
vote is very important. Please sign, date and return the
enclosed proxy card today.
<PAGE>
The Company's Report on Form 10-KSB for its 1996 fiscal
year is being mailed to Stockholders and accompanies these
proxy materials. The Report contains financial and other
information about the Company, but is not incorporated in the
Proxy Statement and is not deemed a part of the proxy
soliciting materials.
BY ORDER OF THE BOARD OF DIRECTORS
/S/
- ----------------------------------
Alyda L. Raydon
Secretary
<PAGE>
GEO PETROLEUM, INC.
501 Deep Valley Drive, Suite 300
Rolling Hills, CA 90274
PROXY: THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF GEO PETROLEUM, INC. FOR ITS 1997 ANNUAL
MEETING
The undersigned, being a shareholder of GEO PETROLEUM,
INC., a California Corporation, hereby acknowledges receipt
of the Notice of the Annual Meeting of Shareholders and
Proxy Statement, each of which is dated August 4, 1997, and
hereby appoints Gerald T. Raydon and Alyda L. Raydon, or either
of the proxies and attorneys-in-fact, with full power of
substitution, on behalf and in the name of the undersigned,
to represent the undersigned at the 1997 Annual Meeting of
the Shareholders of Geo Petroleum, Inc. which is to be held
on September 15, 1997 at the executive offices of the Company,
501 Deep Valley Drive, Suite 300, Rolling Hills Estates, CA
90274, at 10:30 a.m. PDT, and any adjournments or postponements
of such meeting, and to vote all shares of the Common Stock of
the Company that the undersigned would be entitled to vote if
then and there personally present upon such business as may
properly come before the meeting.
This Proxy when properly executed will be voted as
directed, or, if no contrary direction is given will be voted
for the election of Directors.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED PRE-ADDRESSED, PREPAID ENVELOPE FOR THAT
PURPOSE.
For the election of Directors:
FOR ALL NOMINEES [ ]
WITHHOLD ALL NOMINEES [ ]
WITHHOLD AUTHORITY TO/FOR ANY INDIVIDUAL NOMINEE [ ]
<PAGE>
Authority to vote for any individual Nominee may be withheld
- ------------------------------------------------------------
by lining through or striking the name of the Nominee.
- ------------------------------------------------------
<TABLE>
<CAPTION>
Cumulative
Voting
Name of Nominee For Against Abstain Only
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
Gerald T. Raydon
Alyda L. Raydon
William J. Corcoran
</TABLE>
DO NOT FILL IN the column labeled "Cumulative Voting Only"
unless you desire that cumulative voting be employed in the
election of Directors. If Cumulative Voting is placed in
effect by the action of one or more Stockholders and that
column is left blank, a number of shares of Common Stock
represented by this Proxy will be voted `FOR', `AGAINST',
or `ABSTAIN' as the case may be (as indicated by you in one
of the three columns to the left of the Cumulative Voting
Column) with respect to each Nominee who is listed and whose
name is not crossed out. If you elect Cumulative voting,
follow the procedure set forth on page 1 of the Proxy Statement
which accompanies this Proxy and enter the number of votes
cast for each listed Nominee, if any.
<PAGE>
PLEASE MAKE, DATE, AND SIGN THIS PROXY, SIGNING YOUR NAME
EXACTLY AS IT APPEARS HEREON, AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. PERSONS SIGNING IN A FIDUCIARY CAPACITY
---------------------------------------
SHOULD SO INDICATE. IF SHARES ARE HELD BY JOINT TENANTS,
- ---------------------------------------------------------
BOTH SHOULD SIGN.
- -----------------
Signature Date , 1997
-------------------------- ---------
Capacity Date , 1997
-------------------------- ---------
Signature Date , 1997
-------------------------- ---------
Capacity Date , 1997
-------------------------- ---------
