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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___________)*
Saratoga Resources, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
803520105
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(CUSIP Number)
Joseph T. Kaminski, 11931 Wickchester, Suite 209,
Houston, Texas 77043, (713) 556-1375
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 22, 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 [ ].
Check the following box if a fee is being paid with the statement [x]. (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).
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SCHEDULE 13D
CUSIP NO. 803520105 Page 2 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph T. Kaminski
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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*
PF,00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
NUMBER OF
2,623,371
SHARES
----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,623,371
PERSON
----------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,615,371
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 803520105 Page 3 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald F. Bearden
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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*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
NUMBER OF
7,014
SHARES
----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
7,014
PERSON
----------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,014
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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)
.001%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 803520105 Page 4 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rebecca Bearden
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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*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
NUMBER OF
80,667
SHARES
----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
80,667
PERSON
----------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,667
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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*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
JOSEPH T. KAMINSKI
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.001 per share,
of Saratoga Resources, Inc. (the "Issuer"). The Issuer's principal executive
offices are located at 2000 Dairy Ashford South, Suite 410, Houston, Texas
77077.
ITEM 2. IDENTITY AND BACKGROUND
(a) Joseph T. Kaminski (the "Filer") is a member of the Saratoga
Resources, Inc. Stockholders' Committee (the "Committee"), which was formed to
solicit proxies in opposition to certain of the proposals set forth in the
Issuer's proxy statement for the Annual Meeting of Shareholders scheduled for
September 14, 1996.
(b) The Filer's business address is 11931 Wickchester, Suite 209,
Houston, Texas 77043.
(c) The Filer is the principal of Kaminski Enterprises, an entity
involved in oil and gas exploration and production and other business ventures,
and a director of the Issuer. The Filer's business activities are undertaken
at 11931 Wickchester, Suite 209, Houston, Texas 77043.
(d) Not applicable.
(e) Not applicable.
(f) The Filer is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Filer has previously filed a Form 13D with the Commission
regarding certain of the holdings reported herein. On August 27, 1996, the
Filer acquired 150,000 shares of common stock of the Issuer pursuant to the
terms of a Stock Purchase Agreement with an existing stockholder of the Issuer.
The 150,000 shares were acquired for an aggregate purchase price of $37,500,
which purchase price was paid through the transfer of shares of an unrelated
public entity having a value equal to that of the purchase price.
ITEM 4. PURPOSE OF TRANSACTION
The securities covered by this statement were acquired for the purpose
of investment. The Filer may decide, jointly or individually, to purchase
additional shares of common stock or other securities of the Issuer. In
addition, the Filer, jointly or individually, may dispose of any or all
securities of the Issuer in any manner permitted by applicable securities law.
The Filer believes that certain proposals of the Issuer contained in its proxy
statement filed in connection with the Annual Meeting of Stockholders scheduled
for September 14, 1996 are detrimental to the continued business operations of
the Issuer, and in connection therewith has agreed to participate in a
Stockholders' Committee established for the purpose of opposing certain of
management's proposals and presenting a slate of nominees to serve as directors
of the Issuer. As part of the Filer's continuing efforts to assess the value
of his investment in the Issuer, he may communicate with, among others, the
Issuer's management, its Board of Directors, and other stockholders of the
Issuer. In addition, the Filer reserves the right to exercise any and all of
his rights as a stockholder of the Issuer in a manner consistent with his
equity interest. Except as set forth above, the Filer does not have any
present plans or intentions that would result in or
Page 5 of 13 Pages
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relate to any of the transactions described in subparagraphs (b), (c), (e),
(f), (g), (h), (i) and (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) 2,623,371 shares representing 37.9% of all of the issued and
outstanding shares of the common stock of the Issuer.
(b) Sole Voting Power: 2,623,371 shares
Shared Voting Power: -0-
Sole Power to Dispose: 2,623,371 shares
Shared Power to Dispose: -0-
(c) See Item 3 of Schedule 13D.
(d) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Filer is a member of the Committee and has entered into a Joint
Filing Agreement with the remainder of the Committee members. All members of
the Committee have agreed to vote their shares in opposition to certain of the
proposals of the Issuer and for the slate of nominees for directors proposed by
the Committee.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Joint Filing Agreement, dated August 30, 1996.
Page 6 of 13 Pages
<PAGE> 7
RONALD F. BEARDEN
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.001 per share,
of Saratoga Resources, Inc. (the "Issuer"). The Issuer's principal executive
offices are located at 2000 Dairy Ashford South, Suite 410, Houston, Texas
77077.
ITEM 2. IDENTITY AND BACKGROUND
(a) Ronald F. Bearden (the "Filer") is a member of the Saratoga
Resources, Inc. Stockholders' Committee (the "Committee"), which was formed to
solicit proxies in opposition to certain of the proposals set forth in the
Issuer's proxy statement for the Annual Meeting of Shareholders scheduled for
September 14, 1996.
(b) The Filer's business address is 2800 Post Oak Boulevard, Suite
5260, Houston, Texas 77056.
(c) The Filer is the principal of R.F. Bearden Associates, a
financial consulting firm. The Filer's business activities are undertaken at
2800 Post Oak Boulevard, Suite 5260, Houston, Texas 77056.
(d) Not applicable.
(e) Not applicable.
(f) The Filer is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of the Issuer's common stock were acquired by the Filer in
exchange for the Filer's shares in a third party corporation which was a party
to a merger transaction with the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
The securities covered by this statement were acquired for the purpose
of investment. The Filer may decide, jointly or individually, to purchase
additional shares of common stock or other securities of the Issuer. In
addition, the Filer, jointly or individually, may dispose of any or all
securities of the Issuer in any manner permitted by applicable securities law.
The Filer believes that certain proposals of the Issuer contained in its proxy
statement filed in connection with the Annual Meeting of Stockholders scheduled
for September 14, 1996 are detrimental to the continued business operations of
the Issuer, and in connection therewith has agreed to participate in a
Stockholders' Committee established for the purpose of opposing certain of
management's proposals and presenting a slate of nominees to serve as directors
of the Issuer. As part of the Filer's continuing efforts to assess the value
of his investment in the Issuer, he may communicate with, among others, the
Issuer's management, its Board of Directors, and other stockholders of the
Issuer. In addition, the Filer reserves the right to exercise any and all of
his rights as a stockholder of the Issuer in a manner consistent with his
equity interest. Except as set forth above, the Filer does not have any
present plans or intentions that would result in or relate to any of the
transactions described in subparagraphs (b), (c), (e), (f), (g), (h), (i) and
(j) of Item 4 of Schedule 13D.
Page 7 of 13 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) 7,014 shares representing .001% of all of the issued and
outstanding shares of the common stock of the Issuer.
(b) Sole Voting Power: 7,014 shares
Shared Voting Power: -0-
Sole Power to Dispose: 7,014 shares
Shared Power to Dispose: -0-
(c) See Item 3 of Schedule 13D.
(d) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Filer is a member of the Committee and has entered into a Joint
Filing Agreement with the remainder of the Committee members. All members of
the Committee have agreed to vote their shares in opposition to certain of the
proposals of the Issuer and for the slate of nominees for directors proposed by
the Committee.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Joint Filing Agreement, dated August 30, 1996.
Page 8 of 13 Pages
<PAGE> 9
REBECCA BEARDEN
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.001 per share,
of Saratoga Resources, Inc. (the "Issuer"). The Issuer's principal executive
offices are located at 2000 Dairy Ashford South, Suite 410, Houston, Texas
77077.
ITEM 2. IDENTITY AND BACKGROUND
(a) Rebecca Bearden (the "Filer") is a member of the Saratoga
Resources, Inc. Stockholders' Committee (the "Committee"), which was formed to
solicit proxies in opposition to certain of the proposals set forth in the
Issuer's proxy statement for the Annual Meeting of Shareholders scheduled for
September 14, 1996.
(b) The Filer's residence address is 3250 McCue, Suite 1103,
Houston, Texas 77056.
(c) The Filer is the spouse of Ronald F. Bearden.
(d) Not applicable.
(e) Not applicable.
(f) The Filer is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of the Issuer's common stock were acquired by the Filer in
exchange for the Filer's shares in a third party corporation which was a party
to a merger transaction with the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
The securities covered by this statement were acquired for the purpose
of investment. The Filer may decide, jointly or individually, to purchase
additional shares of common stock or other securities of the Issuer. In
addition, the Filer, jointly or individually, may dispose of any or all
securities of the Issuer in any manner permitted by applicable securities law.
The Filer believes that certain proposals of the Issuer contained in its
proxy statement filed in connection with the Annual Meeting of
Stockholders scheduled for September 14, 1996 are detrimental to the continued
business operations of the Issuer, and in connection therewith has agreed to
participate in a Stockholders' Committee established for the purpose of
opposing certain of management's proposals and presenting a slate of nominees to
serve as directors of the Issuer. As part of the Filer's continuing efforts to
assess the value of her investment in the Issuer, she may communicate with,
among others, the Issuer's management, its Board of Directors, and other
stockholders of the Issuer. In addition, the Filer reserves the right to
exercise any and all of her rights as a stockholder of the Issuer in a manner
consistent with her equity interest. Except as set forth above, the Filer does
not have any present plans or intentions that would result in or relate to any
of the transactions described in subparagraphs (b), (c), (e), (f), (g), (h),
(i) and (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) 80,667 shares representing .001% of all of the issued and
outstanding shares of the common stock of the Issuer.
Page 9 of 13 Pages
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(b) Sole Voting Power: 80,667 shares
Shared Voting Power: -0-
Sole Power to Dispose: 80,667 shares
Shared Power to Dispose: -0-
(c) See Item 3 of Schedule 13D.
(d) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Filer is a member of the Committee and has entered into a Joint
Filing Agreement with the remainder of the Committee members. All members of
the Committee have agreed to vote their shares in opposition to certain of the
proposals of the Issuer and for the slate of nominees for directors proposed by
the Committee.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Joint Filing Agreement, dated August 30, 1996.
Page 10 of 13 Pages
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SIGNATURE PAGE
After reasonable inquiry and to the best of their knowledge, the
undersigned certify that the information set forth in this statement is true,
complete and accurate.
DATED: August 30, 1996
/s/ JOSEPH T. KAMINSKI
-----------------------------------
JOSEPH T. KAMINSKI
/s/ RONALD F. BEARDEN
-----------------------------------
RONALD F. BEARDEN
/s/ REBECCA BEARDEN
-----------------------------------
REBECCA BEARDEN
Page 11 of 13 Pages
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99 Joint Filing Agreement
</TABLE>
Page 12 of 13 Pages
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EXHIBIT 99
JOINT FILING AGREEMENT
WHEREAS, Joseph T. Kaminski, Ronald F. Bearden, and Rebecca Bearden
are each the direct and/or beneficial holders of shares of the issued and
outstanding common stock (the "Common Stock") of Saratoga Resources, Inc.
(the "Company");
WHEREAS, each of the foregoing has agreed to become a member of the
Saratoga Resources, Inc. Stockholders' Committee (the "Committee"), with the
Committee being formed for the purpose of soliciting proxies in opposition to
certain proposals of the Company's management to be voted upon at the Annual
Meeting of Stockholders scheduled for September 14, 1996;
WHEREAS, as a result of the formation of the Committee, and pursuant
to Rule 13d-1(a) of the Securities Exchange Act of 1934, as amended (the
"Act"), the parties hereto are required to file a statement with the Securities
and Exchange Commission (the "Commission") containing the information required
by Schedule 13D of the Act;
WHEREAS, pursuant to Rule 13d-1(f)(1), the parties may file with the
Commission one statement containing the information required by Schedule 13D of
the Act in lieu of filing individual reports;
Based upon the foregoing, the parties hereto hereby agree as follows:
1. Given their membership in the Committee, each of the parties
hereto agrees to file with the Commission one statement containing the
information required by Schedule 13D pursuant to the filing requirements
imposed upon them by Rule 13d-1(a) of the Act, as well as any amendments
thereto.
Executed this 30th day of August, 1996.
/s/ JOSEPH T. KAMINSKI
----------------------------------------
JOSEPH T. KAMINSKI
/s/ RONALD F. BEARDEN
----------------------------------------
RONALD F. BEARDEN
/s/ REBECCA BEARDEN
----------------------------------------
REBECCA BEARDEN
JOINT FILING AGREEMENT - Page 1
Page 13 of 13 Pages
