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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)*
GEO Petroleum, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
37246F 10 2
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(CUSIP Number)
Ronald Warner, Esq.
Arter & Hadden
700 South Flower Street
30th Floor
Los Angeles, California 90017
(213-629-9300)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Person(s)
Drake Energy Corp.
1250 Fourth Street
Santa Monica, California 90401
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(2) Check the Appropriate Box if a Member of a Group (a) [ X ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
SC, OO
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(5) Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Nevada
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(7) Sole Voting Power
Number of 323,675
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 323,675
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
323,675
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
6.2%
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(14) Type of Reporting Person
CO
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2
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SCHEDULE 13D
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Person(s)
Drake Capital Securities, Inc.
1250 Fourth Street
Santa Monica, California 90401
IRS No. 95-3950469
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(2) Check the Appropriate Box if a Member of a Group (a) [ X ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
OO
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(5) Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
California
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(7) Sole Voting Power
Number of 95,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 95,000
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
95,000
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
1.8%
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(14) Type of Reporting Person
BD
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SCHEDULE 13D
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Person(s)
Drake Holding Corp.
1250 Fourth Street
Santa Monica, California 90401
IRS No. 87-0435313
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(2) Check the Appropriate Box if a Member of a Group (a) [ X ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
OO
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(5) Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Delaware
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(7) Sole Voting Power
Number of 60,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 60,000
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
60,000
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
1.2%
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(14) Type of Reporting Person
HC
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4
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SCHEDULE 13D
Filed Pursuant to Rule 13d-1
ITEM 1. SECURITY AND ISSUER
This original statement on Schedule 13D (this "Statement") relates to
the common stock, no par value per share (the "Common Stock") of GEO Petroleum,
Inc., a California corporation, which has its principal executive offices
located at 25660 Crenshaw Boulevard, No. 201, Torrance, California 90505 (the
"Issuer").
ITEM 2. IDENTITY AND BACKGROUND
Pursuant to Rule 13d-1(f)(1) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), this Statement is filed jointly by
Drake Energy Corp., a Nevada corporation ("Drake Energy"), Drake Capital
Securities, Inc., a California corporation ("Drake Capital"), and Drake Holding
Corp., a Nevada corporation ("Drake Holding") (collectively, the "Reporting
Persons") as a "group" as such term is used in Rule 13d-5 promulgated under the
Exchange Act. However, each of such Reporting Persons expressly states that it
is included in this Statement solely for the purpose of presenting information
with respect to the ownership of the Common Stock and disclaims any knowledge as
to any statements made herein on behalf of the other Reporting Persons. Each of
the Reporting Persons disclaims beneficial ownership of the shares of Common
Stock held by the other Reporting Persons pursuant to Rule 13d-4 promulgated
under the Exchange Act. The Reporting Persons have included as Exhibit 1 to this
Statement an agreement in writing that this Statement is filed on behalf of each
of them.
The principal business address of each of the Reporting Persons is 1250
Fourth Street, Santa Monica, California 90401.
Drake Energy is principally engaged in the business of consulting with,
providing financial advisory services to and investing in, businesses engaged in
the exploration and production of energy, particularly in the oil and gas field.
Drake Capital is a registered broker-dealer which conducts general investment
banking services and trading in securities. Drake Holding is the parent
corporation of both Drake Energy and Drake Capital and does not conduct any
active operations.
The name, citizenship (or place of organization, as applicable),
business address, present principal occupation or employment of each of the
executive officers, directors and persons who may be deemed in control of Drake
Energy, Drake Capital and Drake Holding, if any (and the executive officers and
directors of any entity which could be deemed ultimately in control of either
Drake Energy or Drake Capital) are set forth in Schedules 1, 2 and 3,
respectively, attached hereto and incorporated herein by reference. Such persons
are collectively referred to as the "Drake Energy Individuals," "Drake Capital
Individuals" and "Drake Holding Individuals," respectively.
During the last five years, none of the Reporting Persons or any of the
Drake Energy Individuals, Drake Capital Individuals or Drake Holding Individuals
has been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), and none of the Reporting Persons or any of the Drake
Energy Individuals, Drake Capital Individuals or Drake Holding Individuals is a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction such that, as a result of such proceeding, any of the Reporting
Persons or any of the Drake Energy Individuals, Drake Capital Individuals or
Drake Holding Individuals was or is subject to a judgment, decree or final order
enjoining future violations of, or probability or mandating activity subject to
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Issuer, GEO Petroleum, Inc., acquired all of the issued and
outstanding capital stock of Drake Investment Corp., a California corporation
("DIC"), previously affiliated with the Reporting Persons, and DIC was merged
into the Issuer and ceased to exist (the "Merger"). As consideration for the
Merger, the Issuer issued 497,546 shares to the former shareholders of DIC. The
Merger was effective on April 9, 1996, and the Issuer
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became subject to the reporting requirements of the Exchange Act as a result of
the effectiveness of its Registration Statement on Form 10 being declared
effective by the Securities and Exchange Commission on August 12, 1996. Of such
shares, 478,675 were distributed to the Reporting Persons in the amounts and for
the consideration described below.
Drake Energy. On June 20, 1995, Drake Energy received 185,498 shares of
Common Stock of the Issuer in consideration for the conversion of a promissory
note of the Issuer, payable to Drake Energy, in the principal amount of $10,000.
In addition, on such date Drake Energy received an additional 22,564 shares of
Common Stock for consulting services rendered to the Issuer. Drake Energy also
received on April 9, 1996, 150,613 shares of Common Stock as a direct result of
the Merger. Consequently, prior to August 12, 1996, when the Issuer's
Registration Statement was declared effective, Drake Energy owned an aggregate
of 358,675 shares of Common Stock. Subsequent to August 12, 1996, Drake Energy
transferred 35,000 shares of Common Stock to Drake Capital.
As a result, Drake Energy currently owns 323,675 shares of Common Stock.
Drake Capital. On December 10, 1996, Drake Capital acquired 35,000
shares of Common Stock from Drake Energy and 60,000 shares of Common Stock from
Drake Holding for $4 per share in non-issuer transactions. Drake Capital
currently owns 95,000 shares of Common Stock.
Drake Holding. On April 9, 1996, Drake Holding received 60,000 shares
of Common Stock for consulting services rendered to the Issuer in connection
with the Merger. Drake Holding also received on April 9, 1996, 60,000 shares of
Common Stock as a direct result of the Merger. Subsequent to August 12, 1996,
Drake Holding transferred 60,000 shares of Common Stock to Drake Capital. As a
result, Drake Holding currently owns 60,000 shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the shares of Common Stock respectively
held by them for investment purposes only.
Whether the Reporting Persons acquire any additional shares of Common
Stock of the Issuer or dispose of any shares of Common Stock now or hereinafter
owned by them will depend upon the Reporting Persons' continuing assessment of
pertinent factors, including, among other things, the Reporting Persons'
evaluation of the Issuer's business prospects and financial condition, the
market for the Issuer's shares, general economic and stock market conditions,
the availability and nature of opportunities to dispose of the Common Stock,
regulatory and other legal considerations and other investment opportunities.
Depending upon the assessment of these factors from time to time, the Reporting
Persons may elect to acquire additional shares of Common Stock or to dispose of
some or all of the Common Stock beneficially owned by them. However, neither the
timing nor the circumstances of future acquisitions or dispositions has been
determined as of the date hereof. Notwithstanding the foregoing, Drake Capital
expects to dispose of the Common Stock beneficially owned by it in an orderly
fashion over a period of time. However, no specific plans with respect to any
dispositions have been determined as of the date hereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Persons, as a group, may be deemed to be the
beneficial owners of an aggregate of 478,675 shares of Common Stock constituting
approximately 9.2% of the outstanding Common Stock of the Issuer (based on
5,203,787 shares of Common Stock outstanding at September 30, 1996, pursuant to
the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30,
1996) as of the date hereof.
(b) Each Reporting Person has sole voting and dispositive power over
all of the shares of Common Stock listed next to its name below and acknowledges
that it may be deemed to have shared voting power and dispositive power over the
shares of Common Stock held by the other Reporting Persons. However, pursuant to
Rule 13d-4 promulgated under the Exchange Act, each Reporting Person disclaims
beneficial ownership of those shares of Common Stock over which it does not have
sole voting and dispositive power.
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<TABLE>
<CAPTION>
Number of Shares
Name (Beneficial Ownership) Percent of Class
---- ---------------------- ----------------
<S> <C> <C>
Drake Energy 323,675 6.2%
Drake Capital 95,000 1.8%
Drake Holding 60,000 1.2%
</TABLE>
(c) Except as specified in Item 4 of this Statement regarding the
transfers of 95,000 shares of Common Stock of the Issuer to Drake Capital from
Drake Energy (35,000 shares) and Drake Holding (60,000 shares), the Reporting
Persons have effected no other transactions in the Shares of Common Stock of the
Issuer within the preceding 60 days. Such transactions occurred on December 10,
1996 and the consideration for such transfer was $4 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Reporting Persons have no contracts, arrangements, understandings,
or relationships with any person, including with and among each of them, with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Exhibit
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1 Joint Filing Agreement, dated December 31, 1996, among Drake
Energy Corp., Drake Capital Securities, Inc. and Drake Holding
Corp.
SIGNATURE
After reasonable inquiry, I certify that the information set forth in
this Statement is true and complete and correct.
January 7, 1997 DRAKE ENERGY CORP.
By /s/ Mark Tipton
---------------------------------
Title Chief Executive Officer
-----------------------------
DRAKE CAPITAL SECURITIES, INC.
By /s/ Joseph Di Lillo
---------------------------------
Title Chief Executive Officer
-----------------------------
DRAKE HOLDING CORP.
By /s/ Joseph Di Lillo
---------------------------------
Title Chief Executive Officer
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SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF
DRAKE ENERGY CORP.
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present principal occupation
or employment of each director and executive officer of Drake Energy Corp. and
each person who may be deemed to control such corporation.
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP OR PRESENT PRINCIPAL POSITION WITH
PLACE OF ORGANIZATION BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT REPORTING PERSON
--------------------- ---------------- ------------------------ ----------------
<S> <C> <C> <C>
John Beyenka, USA 1250 4th Street Investment Banker President
Santa Monica, CA 90401
Mark Tipton, USA 1250 4th Street Chief Financial Officer Chief Executive Officer
Santa Monica, CA 90401
Joseph Di Lillo, USA 1250 4th Street Chief Executive Officer Director
Santa Monica, CA 90401
John Mazza, USA 1250 4th Street Broker Director
Santa Monica, CA 90401
Drake Holding Corp. 1250 4th Street -- Parent corporation (owns
Santa Monica, CA 90401 60% of Drake Energy Corp.)
</TABLE>
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SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF DRAKE
CAPITAL SECURITIES, INC.
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present principal occupation
or employment of each director and executive officer of Drake Capital
Securities, Inc. and each person who may be deemed to control such corporation.
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP OR PRESENT PRINCIPAL POSITION WITH
PLACE OF ORGANIZATION BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT REPORTING PERSON
--------------------- ---------------- ------------------------ ----------------
<S> <C> <C> <C>
Joseph Di Lillo, USA 1250 4th Street Chief Executive Officer Chief Executive Officer
Santa Monica, CA 90401 and Director
Mark Tipton, USA 1250 4th Street Chief Financial Officer Chief Financial Officer
Santa Monica, CA 90401
John Mazza, USA 1250 4th Street Broker Director
Santa Monica, CA 90401
Sandra Ison, USA 1250 4th Street Chief Administrative Chief Administrator Officer
Santa Monica, CA 90401 Officer
Drake Holding Corp. 1250 4th Street -- Parent corporation (owns
Santa Monica, CA 90401 100% of Drake Capital
Securities, Inc.)
</TABLE>
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SCHEDULE 3
DIRECTORS AND EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF
DRAKE HOLDING CORP.
Set forth below is the name, citizenship (or place of
organization, as applicable), business address and present principal occupation
or employment of each director and executive officer of Drake Holding Corp. and
each person who may be deemed to control such corporation.
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP OR PRESENT PRINCIPAL POSITION WITH
PLACE OF ORGANIZATION BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT REPORTING PERSON
--------------------- ---------------- ------------------------ ----------------
<S> <C> <C> <C>
Joseph Di Lillo, USA 1250 4th Street Chief Executive Officer Chief Executive Officer
Santa Monica, CA 90401 and Director
John Mazza, USA 1250 4th Street Broker President and Director
Santa Monica, CA 90401
Mark Tipton, USA 1250 4th Street Chief Financial Officer Chief Financial Officer
Santa Monica, CA 90401
Sandra Ison, USA 1250 4th Street Chief Administrative Chief Administrator Officer
Santa Monica, CA 90401 Officer
</TABLE>
10
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EXHIBIT 1
JOINT FILING AGREEMENT
In compliance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D (including any
amendments thereto), with respect to the Common Stock of GEO Petroleum, Inc.
This Joint Filing Agreement shall be included as an exhibit to the filing of
such Statement. In evidence thereof, each of the undersigned, being duly
authorized, hereby executes this Joint Filing Agreement as of the 31st day of
December 1996.
DRAKE ENERGY CORP.
By /s/ Mark Tipton
---------------------------------
Title Chief Executive Officer
---------------------------
DRAKE CAPITAL SECURITIES, INC.
By /s/ Joseph Di Lillo
---------------------------------
Title Chief Executive Officer
---------------------------
DRAKE HOLDING CORP.
By /s/ Joseph Di Lillo
--------------------------------
Title Chief Executive Officer
---------------------------
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