SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by 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 Rule 14a-11(c) or rule 14a-12
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GeoResources, Inc.
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Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
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April 25, 1997
TO OUR SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of Shareholders
to be held on Thursday, June 12, 1997, at 2:00 P.M. Central Daylight Savings
Time, at the El Rancho Motor Hotel, 1625 2nd Ave. West, Williston, North
Dakota. The other directors and officers join me in extending this invitation.
The formal matters to be acted upon at the meeting are described in the
accompanying Notice of Meeting and Proxy Statement. In addition to the formal
issues, a brief report on the Company's operations will also be presented.
It is very important that your shares are represented at the meeting.
If you are unable to attend the meeting but have questions or comments on the
Company's operations, we would like to hear from you.
Regardless of whether you plan to attend the meeting, we urge you to
complete, sign, date and return the enclosed proxy card. By promptly
returning the proxy, you, as a shareholder, help GeoResources, Inc. avoid
further solicitation expense. If you do attend the meeting, you may, if you
wish, withdraw your proxy and vote in person. Thank you.
Sincerely,
GEORESOURCES, INC.
/s/ J.P. Vickers
J.P. Vickers
President
JPV/dfr
GeoResources, Inc.
__________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on June 12, 1997
__________________________________
TO THE SHAREHOLDERS OF GEORESOURCES, INC.:
The 1997 Annual Meeting of Shareholders of GeoResources, Inc. (the
"Company") will be held on Thursday, June 12, 1997, at the El Rancho Motor
Hotel, 1625 2nd Ave. West, Williston, North Dakota, at 2:00 P.M., Central
Daylight Savings Time, for the following purposes:
1. To set the number of directors for the ensuing year;
2. To elect directors for the ensuing year; and
3. To consider and act upon such other matters as may properly come
before the Meeting and any adjournments thereof.
Only shareholders of record as shown on the books of the Company at
the close of business on April 24, 1997, will be entitled to vote at the
Meeting and any adjournments thereof.
This Notice, the Proxy Statement and the enclosed Proxy are sent to
you by order of the Board of Directors.
Sincerely,
GEORESOURCES, INC.
/s/ Cathy Kruse
Cathy Kruse
Secretary
CK/dfr
Williston, North Dakota
Dated: April 25, 1997
GeoResources, Inc.
Annual Meeting of Shareholders
June 12, 1997
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of
GeoResources, Inc. (the "Company") for use at the Annual Meeting of
Shareholders of the Company to be held on Thursday, June 12, 1997, at the
location and for the purposes set forth in the Notice of Meeting, and at any
adjournments thereof.
The cost of soliciting proxies, including the preparation, assembly,
and mailing of the proxies and solicitation material, as well as the cost of
forwarding such material to the beneficial owners of stock, will be borne by
the Company. Directors, officers and regular employees of the Company may,
without compensation other than their regular remuneration, solicit proxies
personally or by telephone.
Any shareholder giving a proxy may revoke it at any time prior to its
use at the Meeting by giving written notice of such revocation to the Secretary
of the Company or by attending the Meeting and voting in person. If the
enclosed proxy card is executed properly and returned in time to be voted at
the Meeting, the shares represented will be voted as specified therein.
Proxies which are signed but which lack any voting specification will be voted
in favor of the number and slate of directors proposed by the Board of
Directors and will be deemed to grant discretionary authority to vote upon any
other matters properly before the Meeting.
The mailing address of the principal executive office of the Company
is P. O. Box 1505, Williston, North Dakota 58802-1505. The Company expects
that this Proxy Statement, the Proxy and the Notice of Meeting will first be
mailed to shareholders on or about May 1, 1997.
The Board of Directors of the Company has fixed April 24, 1997 as the
record date for the determination of shareholders entitled to vote at the
Meeting. Persons who were not shareholders on such date will not be allowed
to vote at the Meeting.
At the close of business on April 15, 1997, there were issued and
outstanding 4,060,714 shares of the Company's common stock, par value $0.01
per share, the Company's only class of voting securities. A majority of the
shares of common stock outstanding must be represented at the Meeting in
person or by proxy to constitute a quorum for the two proposals and for the
transaction of any other business that is properly brought before the Meeting.
On matters other than the election of directors, holders of the common stock
are entitled to one vote per share held as of the record date. With respect
to the election of directors, each holder of common stock is entitled to
cumulative voting rights, that is, to cast all of his votes (determined by
multiplying the number of shares owned by the total number of directors to
be elected) for any one nominee or to distribute his votes among any two or
more nominees. There are no conditions precedent to the exercise of cumulative
voting rights. Discretionary authority to cumulate votes in the election of
directors is solicited in this proxy statement.
PROPOSAL NUMBER 1 - NUMBER OF DIRECTORS
The Articles of Incorporation of the Company provide that the number
of directors shall not be less than three nor more than ten. In accordance
with the Board's recommendations over the past several years, the Board
recommends that the number of directors for the ensuing year be set at five
and that five directors be elected. This proposal does not involve a change
in the Articles of Incorporation or Bylaws. Each proxy will be voted for or
against such number or not voted at all as directed in the proxy. An
affirmative vote by a majority of the shares represented in person or by proxy
at the Annual Meeting is necessary to adopt Proposal Number 1 setting the
number of directors for the ensuing year.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO SET THE
NUMBER OF DIRECTORS AT FIVE.
PROPOSAL NUMBER 2 - ELECTION OF DIRECTORS
In the election of directors, each proxy will be voted for each of
the nominees listed in the table below (with discretionary authority to
cumulate votes) unless the proxy withholds authority to vote for one or more
of such nominees. If elected, each nominee will serve until the next annual
meeting of shareholders and until his successor shall be duly elected and
shall qualify.
If, prior to the Meeting, it should become known to the Board of
Directors that any one of the nominees named below will be unable to serve
as a director after the Meeting, the proxy will be voted for substitute
nominee(s) selected by the Board of Directors. The Board has no reason to
believe that any of the nominees will be unable to serve. The election of
each nominee proposed in Proposal Number 2 requires the affirmative vote of
a majority of the shares represented in person or by proxy at the Meeting.
The following table provides certain information with respect to the
nominees for directors of the Company:
Current Position(s)
With the Company and
Business Experience Director
Name of Nominee Age During Past Five Years Since
H. Dennis Hoffelt 56 Director; has been President 1967;
of Triangle Electric, Inc., except
Williston, North Dakota, for 1986
an electrical contracting
firm, for over five years.
Jeffrey P. Vickers 44 President and Director 1982
of the Company since
January, 1983 and June,
1982, respectively.
Cathy Kruse 43 Secretary of the Company 1996
since October, 1981;
Treasurer of the Company
October, 1981 to May, 1985
and since June, 1990. Director
of the Company since June, 1996.
Employed as Office Manager
of the Company since May,
1981.
Joseph V. Montalban 73 Director; has been President 1996
and CEO of Montalban Oil
& Gas Operations, Inc., for
over five years.
Paul A. Krile 69 Nominee to the Board; has
been President and owner of
Ranco Fertiservice for over
five years.
Cathy Kruse, Secretary/Treasurer of the Company, is the sister-in-law
of Jeffrey P. Vickers. No other family relationship exists between or among
any of the officers or nominees. In March 1997, the Company and Joseph V.
Montalban entered into a written agreement under which Mr. Montalban agreed
to serve as a member of the Company's Board of Directors and to be nominated
at the meeting to serve on the Board. Mr. Montalban agreed to vote at the
Meeting all of the shares of the Company owned by him or his affiliates for
the above nominees. Other than is discussed above, there are no arrangements
or understandings between any of the directors or nominees or any other person
pursuant to which any person was or is to be elected as a director or nominee.
The Company's Board of Directors has not designated an audit,
nominating or compensation committee. During fiscal 1996, the Board held four
meetings and each Director attended all of such meetings, except Dennis
Hoffelt, who attended three meetings. Based solely upon a review of Forms 3,
4, and 5 and amendments thereto furnished to the Company during the year ended
December 31, 1996, the Company is unaware of any officer, or director, who
failed to file reports required by Section 16 of the Securities Exchange Act
of 1934.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES.
EXECUTIVE COMPENSATION
The following table presents the aggregate compensation which was
earned by the Chief Executive Officer for each of the past three years. No
employee of the Company earned total annual salary and bonus in excess of
$100,000. There has been no compensation awarded to, earned by or paid to
any employee required to be reported in any table or column in any fiscal
year covered by any table, other than what is set forth in the following
table.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
All
Other Restricted Other
Name and Annual Stock LTIP Compen-
Principal Salary Bonus Compen- Award(s) Options Payouts sation
Position Year ($) ($) sation ($) SARs(#) ($) ($)
Jeffrey 1996 $78,443 -0- -0- N/A -0- N/A $11,766
P. 1995 $74,659 -0- -0- $925 35,000 N/A $8,150
Vickers 1994 $73,929 -0- -0- N/A -0- N/A $2,384
CEO
In the table above, the column titled "Restricted Stock Awards" is
comprised of a 1995 grant of 1,000 shares of common stock of the Company to
each full-time employee, including Jeffrey P. Vickers. Restricted Stock Awards
are "restricted securities" as defined in Rule 144 adopted under the Securities
Act of 1933. The column titled "All Other Compensation" is comprised entirely
of profit sharing amounts.
If the Company achieves net income in a fiscal year, the Board of
Directors may determine to contribute an amount based on the Company's profits
to the Employees' Profit Sharing Plan and Trust adopted in December, 1978 (the
"Profit Sharing Plan"). An eligible employee may be allocated from 0% to 15%
of his compensation depending upon the total contribution to the Profit Sharing
Plan. A total of 20% of the amount allocated to an individual vests after
three years of service, 40% after four years, 60% after five years, 80% after
six years and 100% after seven or more years. On retirement, an employee is
eligible to receive the vested amount. On death, 100% of the amount allocated
to an individual is payable to the employee's beneficiary. The Company accrued
a $60,000 contribution for 1996 with contributions for 1995 and 1994 being
$35,000 and $10,000, respectively. As of December 31, 1996, vested amounts
in the Profit Sharing Plan for all officers as a group were approximately
$360,000.
Aggregated Option/SAR Exercises in last Fiscal Year
and FY-End Option/SAR Values
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-End(#) at FY-End($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
Jeffrey P.
Vickers, CEO -0- -0- 35,000/0 $69,125/0
At the 1993 Annual Meeting of Shareholders, the Company's 1993
Employees' Incentive Stock Option Plan (the "Plan") was approved by
shareholders. The purpose of the plan is to enable the Company to attract
persons of training, experience and ability to continue as employees, and to
furnish additional incentive to such persons, upon whose initiative and efforts
the successful conduct and development of the business of the Company largely
depends, by encouraging such persons to become owners of the common stock of
the Company.
The term of the Plan expires February 17, 2003, ten years from the
date the Plan was approved by the Board of Directors. If within the duration
of an option there shall be a corporate merger consolidation, acquisition of
assets, or other reorganization, and if such transaction shall affect the
optioned stock, the optionee shall thereafter be entitled to receive upon
exercise of his option those shares or securities that he would have received
had the option been exercised prior to such transaction and the optionee had
been a stockholder of the Company with respect to such shares.
The Plan is administered by the Board of Directors. The exercise
price of the common stock offered to eligible participants under the Plan by
grant of an option to purchase common stock may not be less than the fair
market value of the common stock at the date of grant; provided, however,
that the exercise price shall not be less than 110% of the fair market value
of the common stock on the date of grant in the event an optionee owns 10% or
more of the common stock of the Company. A total of 300,000 shares have been
reserved for issuance pursuant to options to be granted under the Plan. Of
the 300,000 reserved shares, there are 95,000 shares which are subject to
outstanding options issued pursuant to the Plan.
DIRECTORS' COMPENSATION
The officers of the Company who are also directors receive no
additional compensation for attendance at Board meetings. Directors other
than Rollin C. Vickers (who retired from the Board on December 31, 1996),
Jeffrey P. Vickers and Cathy Kruse, were paid $150 per Board meeting attended
during 1996.
Principal Shareholders And Management Shareholders
The following table sets forth the number of shares of common stock
beneficially owned by each officer, director and nominee for director of the
Company and by all directors and officers as a group, as of March 15, 1997.
Unless otherwise indicated, the shareholders listed in the table have sole
voting and investment powers with respect to the shares indicated.
Name of Person
or Number of Amount of
Class of Directors and Shares and Nature of Percent
Securities Officers as a Group Beneficial Ownership of Class
Common Stock, Jeffrey P. Vickers, 303,934-Direct and 7.5%
$.01 par value President and Director Indirect(a)
Common Stock, Paul A. Krile, 207,500-Direct and 5.1%
$.01 par value Nominee to the Board Indirect(b)
Common Stock, Cathy Kruse, 9,950-Direct(d) (c)
$.01 par value Secretary, Treasurer
and Director
Common Stock, Thomas F. Neubauer, 11,000-Direct(e) (c)
$.01 par value Vice President,
Leonardite Operations
Common Stock, H. Dennis Hoffelt, 39,000-Direct and (c)
$.01 par value Director Indirect(f)
Common Stock, Joseph V. Montalban, 546,800-Direct(g) 13.5%
$.01 par value Director
Common Stock, Officers and 1,118,184-Direct and 27.5%
$.01 par value Directors as Indirect
a Group- (a)(b)(c)(d)(e)(f)(g)
(six persons)
_______________________
(a) Included in the 303,934 shares listed for Jeffrey P. Vickers are 139,634
shares owned directly by him, 2,500 in a self-directed individual
retirement account, 70,000 shares held jointly with his wife, Nancy J.
Vickers, 25,500 shares held directly by his wife, 1,300 shares in his
wife's self-directed individual retirement account, and an aggregate
30,000 shares held by him as custodian for his three minor children.
Also included are 35,000 shares which may be purchased by Mr. Vickers
under presently exercisable stock options granted pursuant to the
Company's 1993 Employees' Incentive Stock Option Plan.
(b) Mr. Krile has sole voting and investment powers over these shares.
(c) Less than 1%.
(d) Included in the 9,950 are 5,000 shares which may be purchased by Ms. Kruse
under presently exercisable stock options granted pursuant to the Company's
1993 Employees' Incentive Stock Option Plan.
(e) Included in the 11,000 are 5,000 shares which may be purchased by Mr.
Neubauer under presently exercisable stock options granted pursuant to
the Company's 1993 Employees' Incentive Stock Option Plan.
(f) Mr. Hoffelt has sole voting and investment power over 11,500 of shares
and has shared voting and investment powers over the remaining 27,500.
(g) Mr. Montalban has sole voting and investment powers over these shares.
The following table sets forth information concerning persons known to
the Company to be the beneficial owners of more than 5% of the Company's
outstanding common stock as of March 15, 1997.
Amount of
Class of Name and Shares and Nature of Percent
Securities Address of Person Beneficial Ownership of Class
Common Stock, Joseph V. Montalban 546,800-Direct(a) 13.5%
$.01 par value Montalban Oil & Gas
Operations, Inc.
Box 200
Cut Bank, MT 59247
Common Stock, Jeffrey P. Vickers 303,934-Direct and 7.5%
$.01 par value 1814 14th Ave. W. Indirect(b)
Williston, ND 58801
Common Stock, Paul Krile 207,500-Direct(a) 5.1%
$.01 par value P. O. Box 329
Sioux Rapids, IA 50585
(a) This information was obtained from a Securities and Exchange Commission
filing.
(b) See footnote (a) of the immediately preceding table.
No arrangements are known by the Company which could, at a subsequent
date, result in a change in control of the Company.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accounting firm is Williams, Richey
and Company, ("Williams"), of Denver, Colorado. Williams audited the Company's
accounts for 1995 and 1996 fiscal years. Williams is expected to be the
Company's independent auditors for 1997. A representative of Williams may be
present at the Meeting and, if present, will respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 1998 Annual Meeting of Shareholders must be
received by the Company by January 15, 1998, to be included in the Company's
proxy statement and related proxy for such annual meeting.
OTHER BUSINESS
Management knows of no other matters to be presented at the Meeting.
If any other matter properly comes before the Meeting, the appointed proxies
will vote the proxies in accordance with their best judgment.
ANNUAL REPORT TO SHAREHOLDERS
A copy of the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 1996, accompanies this Notice of Annual Meeting and
Proxy Statement. No part of such Annual Report is incorporated herein and no
part thereof is to be considered proxy soliciting material.
FORM 10-K
The Company will provide at no charge a copy of the annual report on
Form 10-K for the year ended December 31, 1996, as filed with the Securities
And Exchange Commission, to any beneficial owner of shares entitled to vote
at the meeting. Please address your request to the attention of Cathy Kruse,
GeoResources, Inc., P.O. Box 1505, Williston, North Dakota 58802-1505.
By order of The Board of Directors
GEORESOURCES, INC.
/s/ J. P. Vickers
J. P. Vickers
President
JPV/dfr
Williston, North Dakota
Dated: April 25, 1997
