UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FieldPoint Petroleum Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
316570-10-0
(CUSIP Number)
Mildred Babich
4225 Clear Lake Circle
Fort Worth, Texas 76109
(817) 924-6348
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 1997
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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).
<PAGE>
CUSIP NO. 316570-10-0
-----------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mildred Babich
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
Not Applicable
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
Not Applicable
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
325,801
- --------------------------------------------------------------------------------
8. SHARED VOTING POWER
None
- --------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
325,801
- --------------------------------------------------------------------------------
<PAGE>
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,801
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.38%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Item 1. SECURITY AND ISSUER
The class of securities to which this statement relates is common
stock, par value $.01 per share (the "Common Stock"), of FieldPoint Petroleum
Corporation a Colorado corporation (the "Company"). The address of the principal
executive offices of the Company is 1703 Edelweiss Drive, Cedar Park, Texas
78613.
Item 2. IDENTITY AND BACKGROUND
(a)-(c) Mildred Babich (4225 Clear Lake Circle, Fort Worth, Texas 76109)
(d)-(f) The natural person referred to above is a United States
Citizen. During the last five years has not been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4, Purpose of Transaction, and Item 6, Contracts,
Arrangements, Understandings or Relationships with Respect to the Securities of
the Issuer.
<PAGE>
Item 4. PURPOSE OF TRANSACTION
On December 31, 1997, the Company closed the transaction contemplated
by a certain Plan of Exchange (the "Plan") entered into as of December 22, 1997,
a copy of which is filed as Exhibit A hereto and is incorporated herein by
reference, with Bass Petroleum, Inc. ("Bass") and each of the shareholders of
Bass Petroleum, Inc. (the "Shareholder"), pursuant to which the Company has
acquired substantially all of the shares of Bass in exchange for 4,000,000
shares of common stock of the Company. Whereas Bass has become a wholly owned
subsidiary of the Company.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) 325,801
(b) Sole voting and investment power: 325,801 (7.38%)
Shared voting and investment power: none
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Item 7, Materials to be Filed as Exhibits
Item 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit A: Plan of Exchange Dated December 22, 1997
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Mildred Babich
--------------------------
Mildred Babich
Exhibit
Number
- -------
99(A) The Plan of Exchange Dated December 22, 1997
PLAN OF EXCHANGE
This PLAN OF EXCHANGE (the "Plan") is entered into as of the 22nd day
of December 1997, by and between Energy Production Company, a Colorado
corporation (the "Parent"), Bass Petroleum, Inc., a Texas corporation whose
address is 1703 Edelweiss Drive, Cedar Park, Texas 78613 (the "Subsidiary"), and
all of the shareholders of the Subsidiary as set forth on Schedule 1 hereto
(collectively, the "Shareholders").
<PAGE>
W I T N E S S E T H:
WHEREAS, the Parent is a corporation organized and existing under the
laws of the State of Colorado, having been incorporated on March 11, 1980;
WHEREAS, the Subsidiary is a corporation organized and existing under
the laws of the State of Texas, having been incorporated on October 12, 1989;
and
WHEREAS, the Board of Directors of the Parent has determined that it is
in the best interests of the Parent to acquire an aggregate of 8,655,625 shares
of common stock of the Subsidiary, constituting all of the issued and
outstanding shares of capital stock of the Subsidiary, in exchange for the
issuance of an aggregate of 4,000,000 shares of common stock of the Parent to
the Shareholders, on a pro rata basis (the "Exchange").
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
Exchange
--------
On the effective date of the Exchange, December 31, 1997 ("Effective
Date"), the Parent shall issue, on a pro rata basis, to each of the Shareholders
an aggregate of 4,000,000 shares of common stock of the Parent in exchange for
the sale, transfer, assignment, and conveyance by the Shareholders to the Parent
of an aggregate of 8,655,625 shares of common stock of the Subsidiary, which
shares constitute all of the issued and outstanding shares of capital stock of
the Subsidiary. No cash will be paid by the Company or otherwise to the
shareholders of the Subsidiary in connection with the Exchange.
ARTICLE II
Articles of Incorporation of the Subsidiary
-------------------------------------------
The Articles of Incorporation of the Subsidiary ("Texas Charter"), as
in effect on the date hereof, shall continue in full force and effect without
change unless and until amended in accordance with applicable law.
ARTICLE III
Bylaws of the Subsidiary
------------------------
The Bylaws of the Subsidiary ("Texas Bylaws"), as in effect on the date
hereof, shall continue in full force and effect without change unless and until
amended in accordance with applicable law.
ARTICLE IV
Officers and Directors of the Subsidiary
----------------------------------------
4.01. On the Effective Date, the officers and directors of the Subsidiary shall
be such officers and directors of the Subsidiary, as in office at such date, and
such persons shall hold office in accordance with the Texas Bylaws until their
respective successors shall have been appointed or elected.
<PAGE>
4.02. If, on the Effective Date, a vacancy shall exist in the Board of Directors
of the Subsidiary, such vacancy shall be filled in the manner provided by the
Texas Bylaws.
ARTICLE V
Termination of Merger
---------------------
This Plan may be terminated and the Exchange abandoned at any time
prior to the Effective Date, whether before or after the approval of this Plan
by the Shareholders, by the consent of the Board of Directors of the Parent and
the Subsidiary.
ARTICLE VI
Miscellaneous
-------------
In order to facilitate the filing and recording of this Plan, this Plan
may be executed in counterparts, each of which when so executed shall be deemed
to be an original and all such counterparts shall together constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Plan as of the date
first written above.
PARENT:
------
ENERGY PRODUCTION COMPANY
By:
Name:
Title:
SUBSIDIARY:
-----------
BASS PETROLEUM, INC.
By:
Name:
Title:
SHAREHOLDERS:
-------------
See Schedule 1 hereto
<PAGE>
Schedule 1
Shareholders of Bass Petroleum, Inc.
Cert. # Name # of Shares
1 Ray Reaves 5,001,000
2 Gernell Bradley 600,000
3 Gernell Bradley 400,000
4 Mildred Babich 400,000
5 Peter J. Babich 400,000
6 OHM Partnership 600,000
7 Country Cousin, Inc. 2,000
8 Urban Anslinger 7,000
9 Thomas F. Jones 3,000
10 Nathan Raska 3,000
11 Elizabeth Jeffrey 3,000
12 Ed Sims 3,000
13 Jerry B. Foreman 625
14 Barry F. Hluchan 3,000
15 Somerset Partners 11,500
16 James S. Dearth 2,500
17 W. H. Cardwell 1,500
18 Gernell Bradley 500
19 Millard D. Logan 1,500
20 E. P. Hansen 500
21 Hoyt & Marjorie Ambrosius 4,000
22 J. A. Longwell 2,500
23 Harry F. Warnke 4,000
24 Marvin Kolinek, Jr. 500
25 Robert E. Madison 500
26 Jack Logan 6,000
27 Lowell Schultz 1,000
28 Don Leach 2,500
29 John E. Fox 500
30 Jeff Wenaas 1,500
31 Bill Williams 13,500
32 Mildred Babich 5,000
33 Frank Petty 1,500
34 Richard & Dolores Jeffries 1,500
35 Peter Koch 3,000
36 Mattie Johnson 6,500
37 John Hardie 2,500
38 T. C. Fleming 500
39 George Arp 1,500
40 William Mangold 1,500
41 Wayne Lindholm 1,500
42 Gernell Bradley 8,500
43 Diana Sanders 1,500
<PAGE>
Cert. # Name # of Shares
44 Rodger Estes 500
45 Richard & Carolyn Dale 1,500
46 Joann Deihl (Ron D. Deihl) 1,500
47 Mildred Babich 300,000
48 Peter J. Babich 300,000
49 Gernell D. Bradley 300,000
50 Joyce & Gilbert Daney, Jr. 37,000
51 Ray Reaves 200,000
