UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GeoResources, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
372476 10 1
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(CUSIP Number)
Joseph V. Montalban
CBM Bldg., P.O. Box 250
Cut Bank, MT 59427
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 8, 1995
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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).
Page 1 of 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 372476 10 1 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Montalban Oil and Gas Operations, Inc.
Tax I.D. No. 81-0284708
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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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
Montana
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 700,600
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
700,600
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,600
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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)
17.3%
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14 TYPE OF REPORTING PERSON*
CO
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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>
SCHEDULE 13D
CUSIP No. 372476 10 1 Page 3 of 7 Pages
-------------------- ---------- ----------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph V. Montalban
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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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
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 700,600
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
700,600
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,600
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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)
17.3%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
This filing relates to Common Stock, $0.01 par value, of GeoResources,
Inc. (the "Issuer"), 1407 West Dakota Parkway, Williston, North Dakota
58801.
Item 2. Identity and Background.
Persons Filing:
(a-1) Name: Montalban Oil and Gas Operations, Inc. ("MOGO INC.").
(a-2) State of Incorporation: Montana
(a-3) Principal Business and Address: Petroleum consultants and
operations managers; CBM Bldg., P. O. Box 250, Cut Bank,
Montana 59427.
(a-4) MOGO INC. has not, during the last five years, been
convicted in a criminal proceeding.
(a-5) MOGO INC. was not, during the last five years, a
party to any civil proceeding as a result of which it
was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect
to such laws.
(b-1) Name: Joseph V. Montalban.
(b-2) Business Address: CBM Bldg,. P. O. Box 250, Cut Bank,
Montana 59427.
(b-3) Principal Occupation: President of MOGO INC.
(b-4) Mr. Montalban has not, during the last five years, been
convicted in a criminal proceeding.
(b-5) Mr. Montalban was not, during the last five years, a
party to any civil proceeding as a result of which he
was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect
to such laws.
Page 4 of 7
<PAGE>
Executive Officers, Directors and Controlling Persons of MOGO INC.:
(c-1) Names: Joseph V. Montalban, Cora Belle Montalban, and
Patrick M. Montalban.
(c-2) Business addresses: The business address for Joseph V.
Montalban, Cora Belle Montalban and Patrick M. Montalban is
CBM Bldg., P. O. Box 250, Cut Bank, Montana 59427.
(c-3) Principal Occupations: Joseph V. and Cora Belle Montalban
are officers of MOGO INC. Patrick M. Montalban is Executive
Vice President and Chief Operating Officer of MSR Exploration
Ltd. The business addresses are set forth in (c-2) above.
(c-4) No executive officer, director or controlling person of
MOGO INC. listed above was, during the last five years,
convicted in a criminal proceeding.
(c-5) No executive officer, director or controlling person
of MOGO INC. listed above was, during the last five
years, a party to any civil proceeding as a result of
which he was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
(f-2) Citizenship: All the executive officers, directors and
controlling persons of MOGO INC. are citizens of the United
States of America.
Item 3. Source and Amount of Funds or Other consideration.
Effective November 8, 1995, Joseph V. Montalban acquired 687,600
shares of GeoResources, Inc. ("GEOI") Common Stock from MSR
Exploration Ltd. ("MSR") in exchange for 700,000 shares of Common
Stock of MSR. Such shares of GEOI Common Stock were later transferred
by Mr. Montalban to MOGO INC. No funds were used to acquire the
shares.
Item 4. Purpose of the Transaction.
MSR had acquired on the open market over the past several years some
687,600 shares of GEOI stock. The ownership of this block did not fit
in with the plans of the Management Group that took over MSR in late
1994 and it was decided to dispose of the MSR holdings in GEOI.
Page 5 of 7
<PAGE>
Inasmuch as J. V. Montalban, Founder, past Chairman of the Board,
President and CEO of MSR, owned a large block of MSR shares, it was
deemed advisable to work out an exchange whereby Montalban would
exchange such MSR shares for the GEOI block. Subsequently, Montalban
transferred the shares of GEOI to his operating company, Montalban Oil
and Gas Operations, Inc. ("MOGO INC.") and MOGO INC. acquired an
additional 13,000 shares of GEOI in open market transactions.
This newly acquired GEOI block will be carefully monitored as
additional shares may be either bought and/or sold on the market. GEOI
will be monitored as a possible takeover target and J. V. Montalban
may seek representation on GEOI's Board of Directors. J. V. Montalban
and MOGO, INC. may either increase or decrease its equity interest in
GEOI.
Item 5. Interest in Securities of the Issuer.
MOGO INC. beneficially owns 700,600 shares of GEOI Common Stock
representing 17.3% of the shares of Common Stock outstanding. MOGO
INC. has sole voting and investment power over such shares; Joseph V.
Montalban, by virtue of his majority ownership of MOGO INC., may also
be deemed to have sole voting and investment power over the shares.
No other executive officer, director or controlling person of MOGO
INC. beneficially owns any shares of GEOI Common Stock.
Since its initial acquisition of 687,600 GEOI shares, MOGO INC.
acquired additional GEOI shares in open market transactions, as
follows:
Trade Date Number of Shares Price per Share
11/8/95 -
11/25/95 13,000 $1.1875
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
Page 6 of 7
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Date: May 7, 1996.
/s/ Joseph V. Montalban
Joseph V. Montalban
MONTALBAN OIL AND GAS
OPERATIONS, INC.
By /s/ Joseph V. Montalban
Joseph V. Montalban, President
Page 7 of 7
