SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
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
GeoResources, Inc.
___________________________________________________________________________
Payment of Filing Fee (Check the appropriate box):
|_| No Fee Required
|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
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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GeoResources, Inc.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on June 10, 1999
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TO THE SHAREHOLDERS OF GEORESOURCES, INC.:
The 1999 Annual Meeting (the "Meeting") of Shareholders of
GeoResources, Inc. (the "Company") will be held on Thursday, June 10, 1999,
at the Airport International Inn, Highway 2 and 85 North, 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 22, 1999, will be entitled to vote at the
Meeting and any adjournments thereof. These materials were first mailed to
shareholders on or about May 1, 1999.
Shareholders are cordially invited to attend the meeting in
person. Please fill in, date, sign and return the enclosed proxy in the
enclosed envelope so that your shares may be voted at the meeting. If you
attend the meeting, you can revoke your proxy and vote in person. Your
vote is important.
Sincerely,
GEORESOURCES, INC.
/s/ Cathy Kruse
Cathy Kruse
Secretary
Williston, North Dakota
Dated: April 27, 1999
GeoResources, Inc.
Annual Meeting of Shareholders
June 10, 1999
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 10, 1999, at the
Airport International Inn, Highway 2 and 85 North, Williston, North Dakota,
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. This Proxy
Statement, the Proxy and the Notice of Meeting were mailed to shareholders
on or about May 1, 1999.
The Board of Directors of the Company has fixed April 22, 1999 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 22, 1999, there were issued and
outstanding 4,071,652 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 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. In the election
of directors, the number of nominees equaling the number of directors to be
elected, having the highest number of votes cast in favor of their
election, are elected to the Board of Directors.
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 58 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 46 President and Director 1982
of the Company since
January 1983 and June
1982, respectively.
Cathy Kruse 45 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.
Paul A. Krile 71 Director; has been President 1997
and owner of Ranco Fertiservice,
a manufacturer of dry fertilizer
handling equipment, for over
five years.
Duane Ashley 51 Nominee for Director;
has been a Senior Salesman for
GRACO Fishing and Rental
Tools, Inc., since January 1999
and for Weatherford Enterra, Inc.,
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. 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.
During fiscal 1998, the Board of Directors held two meetings and
each Director attended all of such meetings. The Board also designated an
audit committee. Members of that committee are J. P. Vickers, Dennis
Hoffelt and Paul Krile. The committee held two meetings during fiscal
1998.
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.
The Company does not have an employment contract with any of its executive
officers. With the exception of Jeffrey P. Vickers, no employee of the
Company earned total annual salary and bonus in excess of $100,000. There
has been no compensation awarded to, earned by or paid to any employee
required to be reported in any table or column in any fiscal year covered
by any table, other than what is set forth in the following table.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
All
Other Restricted Securities Other
Name and Annual Stock Underlying LTIP Compen-
Principal Salary Bonus Compen- Award(s) Options Payouts sation
Position Year ($) ($) sation ($) SARs(#) ($)
($)
Jeffrey 1998 $82,596 -0- -0- N/A -0- N/A $4,130
P. 1997 $82,596 25,000 -0- N/A 71,000 N/A $8,747
Vickers 1996 $78,443 -0- -0- N/A -0- N/A $11,766
CEO
In the table above, the column titled "All Other Compensation" is
comprised entirely of profit sharing amounts and the 401(k) Company
matching funds discussed below.
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 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 did not make a contribution in 1998. Contributions for 1997
and 1996 were $21,508 and $60,000, respectively. As of December 31, 1998,
vested amounts in the Profit Sharing Plan for all officers as a group were
approximately $418,500.
Effective July 1, 1997, the Company executed an Adoption
Agreement Nonstandardized Code 401(k) Profit Sharing Plan that includes a
401(k) Plan into the existing Profit Sharing Plan. Eligible employees are
allowed to defer up to 15% of their compensation with the Company matching
up to 5%. Effective January 1, 1999, the Company informed employees that
the Company may not match funds for fiscal year 1999.
Aggregated Option/SAR Exercises in last Fiscal Year
and FY-End Option/SAR Values
The following table sets forth the aggregate options held by the
Chief Executive Officer of the Company.
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-End(#) at FY-End($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
Jeffrey P.
Vickers, CEO -0- -0- 106,000/0 -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 shareholder 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, options have been
issued for 295,000 shares 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 Jeffrey P. Vickers and Cathy Kruse, were paid $200 per month for Board
meetings in 1998.
Security Ownership of Certain Beneficial Owners and Management
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, 1999. Unless otherwise indicated, the shareholders listed in the table
have sole voting and investment powers with respect to the shares
indicated.
Name and Amount and
Class of Address of Nature of Percent
Securities Beneficial Owner Beneficial Ownership of Class
Common Stock, Jeffrey P. Vickers, 374,934-Direct and 9.2%
$.01 par value 1814 14th Ave. W. Indirect(a)
Williston, ND 58801
President and Director
Common Stock, Paul A. Krile, 207,500-Direct and 5.1%
$.01 par value P. O. Box 329 Indirect(b)
Sioux Rapids, IA 50585
Director
Common Stock, Cathy Kruse, 14,700-Direct(d) (c)
$.01 par value 723 14th St. W.
Williston, ND 58801
Secretary, Treasurer
and Director
Common Stock, Thomas F. Neubauer, 20,500-Direct(e) (c)
$.01 par value 910 Park Place
Williston, ND 58801
Vice President,
Leonardite Operations
Common Stock, H. Dennis Hoffelt, 39,000-Direct and (c)
$.01 par value 9421 East Desert Lake Indirect(f)
Sun Lakes, AZ 85248
Director
Common Stock, Joseph V. Montalban, 463,800-Direct(g) 11.4%
$.01 par value P. O. Box 200
Cut Bank, MT 59427
Director
Common Stock, Officers and 1,120,434-Direct and 27.5%
$.01 par value Directors as Indirect
a Group-
(six persons)
(a) Included in the 374,934 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 106,000 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 14,700 are 14,500 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 20,500 are 9,500 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.
Except as disclosed in the above table, the Company is not aware
of any other persons who beneficiary own 5% or more of the Company's common
stock.
No arrangements are known by the Company which could, at a
subsequent date, result in a change in control of the Company. Based
solely on a review of SEC Forms 3, 4 and 5 with reports the Company filed
by its executive officers and directors, the Company is not aware of any
officer, director or holder of greater than 10% of the Company's common
stock who has failed to file the required SEC Forms 3, 4 or 5 on a timely
basis for 1998.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accounting firm is Richey, May &
Co., P. C., ("Richey"), of Engelwood, Colorado. Richey audited the
Company's accounts for 1997 and 1998 fiscal years. Richey is expected to
be the Company's independent auditors for 1999.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the
Company and intended to be presented at the 2000 Annual Meeting of
Shareholders must be received by the Company by January 22, 2000, 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, 1998, 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, 1998, 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
Williston, North Dakota
Dated: April 27, 1999
