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UNITED
STATES
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OMB
APPROVAL
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SECURITIES
AND EXCHANGE
COMMISSION
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OMB
Number:
3235-0145
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Washington,
D.C. 20549
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Expires:
December 31, 2005
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SCHEDULE
13D
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Estimated
average burden hours per response. .
11
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Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
GEORESOURCES,
INC.
(Name of
Issuer)
COMMON
STOCK, PAR VALUE $0.01 per share
(Title of
Class of Securities)
372476101
(CUSIP
Number)
Frank
A. Lodzinski, 110 Cypress Station Dr., Suite 220, Houston,
Texas 77090
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note
: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 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).
CUSIP
No. 322476101
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Vlasic
FAL, L.P., a Texas limited partnership
71-0988352
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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XXX
o
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
Not
Applicable
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
Texas
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
n/a
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8.
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Shared
Voting Power
3,318,536
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9.
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Sole
Dispositive Power
n/a
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10.
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Shared
Dispositive Power
3,318,536
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,318,536
shares of Common Stock
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
N/A
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13.
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Percent
of Class Represented by Amount in Row (11)
20.4%
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14.
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Type
of Reporting Person (See Instructions)
PN
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CUSIP
No. 322476101
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Michael
A. Vlasic
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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XXX
o
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
Not
applicable
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
U.S.A.
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
n/a
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8.
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Shared
Voting Power
4,806,536
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9.
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Sole
Dispositive Power
n/a
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10.
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Shared
Dispositive Power
4,806,536
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,806,536
shares of Common Stock
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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N/A
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13.
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Percent
of Class Represented by Amount in Row (11)
29.6%
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14.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No. 322476101
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Frank
A. Lodzinski
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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XXX
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
Not
Applicable
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
U.S.A.
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
108,357
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8.
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Shared
Voting Power
3,836,455
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9.
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Sole
Dispositive Power
108,357
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10.
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Shared
Dispositive Power
3,410,536
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,989,833
shares
of Common Stock
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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N/A
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13.
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Percent
of Class Represented by Amount in Row (11)
24.6%
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14.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No. 322476101
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
VL
Energy, L.L.C., a Texas limited liability company
42-1678345
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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XXX
o
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
Not
Applicable
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
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6.
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Citizenship
or Place of Organization
Texas
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
n/a
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8.
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Shared
Voting Power
3,836,455
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9.
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Sole
Dispositive Power
n/a
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10.
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Shared
Dispositive Power
3,318,536
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,836,455
shares of Common Stock
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
N/A
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13.
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Percent
of Class Represented by Amount in Row (11)
23.6%
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14.
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Type
of Reporting Person (See Instructions)
OO
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This
Amendment No. 1 (this “Amendment”) to Schedule 13D is being filed to disclose
the distribution, on August 5, 2008, of 1,600,000 shares of the common stock of
the Issuer by Vlasic FAL, L.P. (the “Current
Distribution”). 1,488,000 shares were distributed to Vlasic
Investments, L.L.C. The remaining 112,000 shares were distributed in
respect of the partnership interests of Vlasic FAL, L.P.’s general partner, VL
Energy, L.L.C. and the other limited partner, Azure Energy,
L.L.C. The 16,000 shares allocable to VL Energy, L.L.C., the general
partner, were distributed directly to Frank A. Lodzinski. The 96,000
shares allocable to Azure Energy, L.L.C. were directly distributed to its
members as follows: 26,400 shares to Frank A. Lodzinski; 26,400
shares to Mr. Lodzinski’s wife; and 43,200 shares to Mr. Lodzinski’s three adult
children. These distributions resulted in the amended holdings as set
forth in this Amendment. Prior to the Current Distribution, Vlasic
FAL, L.P., from time to time, sold approximately 103,000 shares of common stock
in open-market transactions (the “Open-Market Transactions”).
This
Amendment adds VL Energy, L.L.C. as a joint filer because it is the general
partner of Vlasic FAL, L.P. and has shared voting control over (i) 517,919
shares pursuant to the Southern Bay Oil & Gas, L.P. 2005 Equity Incentive
Plan Shareholders Agreement (attached to the original Schedule 13D filing on
April 26, 2007) and (ii) 3,318,536 shares held of record by Vlasic FAL, L.P. as
its general partner, as further discussed below. All of the
membership interests of VL Energy L.L.C. are owned by Frank A.
Lodzinski.
The
percentage calculations in the above cover pages and as set forth below are
based on the total outstanding common stock of the Issuer, 16,236,717 shares, as
reported on its Quarterly Report on Form 10-Q for the quarter ended June 30,
2008.
The
Schedule 13D is hereby amended to reflect the foregoing transactions as further
discussed below.
Item 1. Security and
Issuer.
Title and
Class of Equity
Securities:
C
ommon
Stock, par value $.01 per share of GeoResources, Inc., a Colorado
corporation
Address of
Issuer:
110 Cypress Station Dr.,
Suite 220,
Houston,
Texas 77090
Item 2. Identity and
Background.
This
Amendment is being jointly filed pursuant to Rule 13d-1(k) promulgated pursuant
to Section 13 of the Securities Exchange Act of 1934, as amended, by Vlasic FAL,
L.P., a Texas limited partnership, Frank A. Lodzinski, Michael A. Vlasic and VL
Energy, L.L.C.
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A. Vlasic
FAL, L.P., a Texas limited partnership (the
“Partnership”)
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a.
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The
Partnership’s principal business is to own and manage oil and gas
investments.
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b.
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The
Partnership is located at 110 Cypress Station, Suite 220, Houston,
Texas 77090.
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c.
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This
person has not been convicted in a criminal proceeding (excluding traffic
violations or similar
misdemeanors).
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d.
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This
person, during the last five years, has not been a party to a civil
proceeding or a judicial or administrative body of competent jurisdiction
and has not been 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.
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a.
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110
Cypress Station Dr., Suite 220, Houston,
Texas 77090.
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b.
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Mr.
Lodzinski served as President of Southern Bay Energy, L.L.C., the general
partner of Southern Bay Oil & Gas, L.P. (“Southern Bay”), which was
merged into a wholly owned subsidiary of GeoResources, Inc. on April 17,
2007. He is currently serving as the President and Chief Executive
Officer of GeoResources, Inc. and serves on its Board of Directors.
Southern Bay was, and the Issuer is, located at 110 Cypress Station
Dr., Suite 220, Houston, TX
77090.
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c.
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Mr.
Lodzinski has not been convicted in a criminal proceeding (excluding
traffic violations or similar
misdemeanors).
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d.
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Mr.
Lodzinski, during the last five years, has not been a party to a civil
proceeding or a judicial or administrative body of competent jurisdiction
and has not been 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.
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e.
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Mr.
Lodzinski is a U.S. citizen.
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a.
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38710
N. Woodward Ave, Bloomfield Hills,
Michigan 48304.
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b.
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Mr.
Vlasic manages investments for Vlasic Investments, L.L.C. He serves
on the Board of Directors of the Issuer. Vlasic Investments L.L.C.
is located at 38710 N. Woodward Ave, Bloomfield Hills,
Michigan 48304.
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c.
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Mr.
Vlasic has not been convicted in a criminal proceeding (excluding traffic
violations or similar
misdemeanors).
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d.
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Mr.
Vlasic, during the last five years, has not been a party to a civil
proceeding or a judicial or administrative body of competent jurisdiction
and has not been 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.
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e.
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Mr.
Vlasic is a U.S. citizen.
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D. VL
Energy L.L.C., a Texas limited liability company (“VL
Energy”)
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a.
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VL
Energy’s principal business is to act as general partner of Vlasic FAL,
L.P.
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b.
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VL
Energy is located at 110 Cypress Station, Suite 220, Houston,
Texas 77090.
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c.
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This
person has not been convicted in a criminal proceeding (excluding traffic
violations or similar
misdemeanors).
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d.
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This
person, during the last five years, has not been a party to a civil
proceeding or a judicial or administrative body of competent jurisdiction
and has not been 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.
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Item 3. Source and
Amount of Funds or Other Consideration.
For
purposes of this Amendment, involving a distribution of shares of the Issuer’s
common stock allocable to the respective partners’ interests, Item 3 is not
applicable to the Current Distribution to the partners of Vlasic FAL,
L.P.
These
reporting persons acquired the securities of the Issuer on April 17, 2007 in
connection with the merger of Southern Bay Oil & Gas, L.P. (“Southern Bay”),
a Texas limited partnership, with and into a wholly owned subsidiary of
the Issuer, pursuant to a Merger Agreement (the “Merger Agreement”) dated
September 14, 2006 and amended on February 16, 2007, which also included a
merger of another wholly owned subsidiary of the Issuer with PICA Energy L.L.C.,
a wholly owned subsidiary of Chandler Energy, L.L.C. (“Chandler”).
Southern Bay and Chandler were each independent oil and gas exploration
and development companies. The Merger Agreement provided for the
mergers of the businesses of Southern Bay and Chandler into the Issuer.
The Merger Agreement further resulted in a change of control of the
Issuer, and its board of directors and executive officers now include persons
affiliated with Southern Bay and Chandler. The reporting persons
exchanged their partnership interests in Southern Bay for shares of common stock
in the Issuer, with Vlasic FAL, L.P. receiving 5,022,018 shares of common stock,
which were reported in the original filing of this Schedule 13D as beneficially
owned by Mr. Lodzinski and Mr. Vlasic, and Mr. Lodzinski personally receiving
65,957 shares of common stock. In connection with transactions resulting
from the Merger Agreement, Mr. Lodzinski received proxies to vote an additional
534,534 shares of common stock, and included in that total 534,534 shares are
92,000 shares that may revert to VL Energy L.L.C., a limited liability company
wholly owned and controlled by Mr. Lodzinski.
Item 4. Purpose
of the Transaction.
The
general partner and limited partners of Vlasic FAL, L.P., agreed upon, and
authorized the Current Distribution for business, investment and financial
purposes. The Open-Market Transactions of approximately 103,000
shares, which were made from time to time preceding the Current Distribution,
were for the purpose of generating cash for use by Vlasic FAL, L.P.
The
purpose of the transactions as reported in this Schedule 13D as it was
originally filed, that preceded the Current Distribution and the Open-Market
Transactions, in connection with the merger of the entries discussed in Item 3
above, was to complete the Merger Agreement. The Merger Agreement resulted
in a change of control of the Issuer, and its board of directors so that it then
included, and continues to include, Mr. Lodzinski and Mr. Vlasic, and its chief
executive officer and president, Mr. Lodzinski. Other than the
transactions that resulted from the merger in April 2007, and the Current
Distribution on August 5, 2008, the reporting persons are not aware of any
arrangements which may at a future date result in a change of control of the
Issuer, or any of the other actions described in Item 3 of Schedule
13D.
Item 5. Interest in
Securities of the Issuer.
The
responses of the Reporting Persons to rows (7) through (13) of the cover pages
of this Schedule 13D are incorporated herein by reference.
Vlasic
FAL, L.P., a Texas limited partnership, is managed by VL Energy L.L.C., a Texas
limited liability company and general partner. All of the membership
interests of VL Energy L.L.C. are owned by Frank A. Lodzinski. Mr.
Lodzinski and Mr. Vlasic indirectly own all of the limited partnership interests
of Vlasic FAL, L.P., through limited liability companies that they control, and
that each of Mr. Lodzinski and Mr. Vlasic own in part, with the remaining owners
consisting primarily of family members. Vlasic Investments, L.L.C., which
is the entity controlled by Mr. Vlasic that is the limited partner of Vlasic
FAL, L.P., has the right to remove the general partner at any time. Vlasic
FAL, L.P. directly, at the time of the merger, acquired 5,022,018 shares of the
Issuer, as reported in the original filing of this Schedule
13D. Based on the legal structure of Vlasic FAL, L.P. and their
common control of the shares of the Issuer held by Vlasic FAL, L.P., Mr.
Lodzinski and Mr. Vlasic are beneficial owners of all of the shares of common
stock held by Vlasic FAL, L.P., and share the right to vote and dispose of these
shares.
Following
the Open-Market Transactions, the holdings of Vlasic FAL, L.P., were further
reduced on August 5, 2008 by 1,600,000 shares in the Current Distribution, such
that Vlasic FAL, L.P., now holds 3,318,536 shares of the common stock of the
Issuer.
The
1,600,000 shares of stock distributed by Vlasic FAL, L.P. in the Current
Distribution included 1,488,000 shares distributed to Vlasic Investments,
L.L.C., a limited partner of Vlasic FAL, L.P., which is controlled by Mr.
Vlasic. Therefore, these shares continue to be beneficially owned by
Mr. Vlasic. Of the remaining 112,000 shares in the Current
Distribution, 16,000 shares, pertaining to VL Energy’s interest in Vlasic FAL,
L.P., were distributed directly to Mr. Lodzinski, and thus, he continues to
beneficially own these shares. The remaining 96,000 shares in the
Current Distribution were distributed in respect of the interests of Azure
Energy, L.L.C., the other limited partner of Vlasic FAL, L.P. Azure
Energy, L.L.C. is beneficially owned by Mr. Lodzinski and other members of his
family. These 96,000 shares consisted of 26,400 shares that were
distributed directly to Mr. Lodzinski and another 26,400 shares distributed
directly to Mr. Lodzinski’s spouse, with the remaining 43,200 shares distributed
directly to Mr. Lodzinski’s three adult children. Mr. Lodzinski
disclaims any beneficial interest in the shares held by his spouse and his three
adult children.
Mr.
Lodzinski personally received 65,957 shares of the common stock of the Issuer in
connection with the merger as consideration for his directly-owned partnership
interests in Southern Bay. In connection with the Current Distribution on
August 5, 2008, Mr. Lodzinski acquired an additional 42,400 shares as set forth
above, bringing the total shares of the issuer directly and solely owned by Mr.
Lodzinski to 108,357.
In
connection with the merger of Southern Bay into the wholly owned subsidiary of
the Issuer, on April 17, 2007 employees of Southern Bay received a total of
534,534 shares of the issuer, as merger consideration for their partnership
interests in Southern Bay. Of those 534,534 shares, 92,000 shares are
subject to additional vesting requirements. The employees entered
into a shareholders’ agreement among themselves and VL Energy, L.L.C., pursuant
to which the employees granted proxies to VL Energy, L.L.C. to vote all of the
534,534 shares owned by them. In addition, VL Energy, L.L.C. holds record
title to the 92,000 shares that are subject to additional vesting, and if any of
those shares are not vested for any reason, they may be retained by VL Energy,
L.L.C. With respect to the shares that are fully vested, the employees
have the right to sell those shares, and no right to sell shares that are not
vested. Subsequently, the employees sold an aggregate of 47,021
shares of the 534,534 shares and purchased 30,406 shares, which in the aggregate
reduces the number of shares that Mr. Lodzinski has sole voting
power. Accordingly, based on the shareholders’ agreement, Mr.
Lodzinski has sole voting power over the total of the 517,919 shares subject to
the shareholders’ agreement, but only has a pecuniary interest in and a shared
right to dispose of the 92,000 that may be retained by VL Energy, L.L.C., and
currently shares the right to dispose of those shares with each employee that is
ultimately entitled to their portion of the 92,000 shares.
As
discussed above, Vlasic FAL, L.P. sold an aggregate of 103,482 shares of issuer
in open-market transactions. On June 17, 2008, Vlasic FAL, L.P. sold
an aggregate of 72,955 shares of the issuer at an average price of $22.21 per
share. On June 18, 2008, Vlasic FAL, L.P. sold an aggregate of 28,602
shares of the issuer for an average price of $22.06 per share. On
June 19, 2008, Vlasic FAL, L.P. sold 1,925 shares of the issuer at $22.00 per
share.
Item 6. Contracts,
Arrangements or Relationships with Respect to the Securities of the
Issuer.
Other
than the shareholders’ agreement entered into among the former employees of
Southern Bay, there are no contracts, arrangements, understandings or
relationships among or between the reporting persons and any other person with
respect to the securities of the Issuer.
Item 7.
Exhibits
The
following exhibits are included with this Amendment and are incorporated by
reference as indicated:
Exhibit
10.1
|
The
2005 Equity Incentive Plan Shareholders’ Agreement, dated April 17, 2007,
among the former employees of Southern Bay Oil & Gas, L.P. and VL
Energy, L.L.C., filed with this Schedule 13D as originally filed on April
25, 2007.
|
Exhibit
10.2
|
Agreement
and Plan of Merger among GeoResources, Inc., Southern Bay Energy
Acquisition, L.L.C., Chandler Acquisition, L.L.C., Southern Bay Oil &
Gas, L.P., Chandler Energy, L.L.C. and PICA Energy, L.L.C., dated
September 14, 2006 and as amended February 16, 2007, which Filed as Annex
A to the Issuer’s definitive proxy statement dated February 23, 2007,
filed with the Commission on February 23,
2007.
|
Exhibit
99.1
|
Joint
Filing Agreement, date April 25, 2007, which was attached to this Schedule
13D as originally filed on April 26,
2007.
|
Exhibit
99.2
|
Joint
Filing Agreement.
|
Signatures:
After
reasonable Inquiry, and to the best of my knowledge and belief, the undersigned
hereby certify that the information set forth in this statement is true,
complete and correct.
VLASIC
FAL, L.P.
By:
VL ENERGY, L.L.C., a Texas limited liability company
By:
/s/ Frank A.
Lodzinski
Frank A.
Lodzinski, President
/s/ Frank A.
Lodzinski
Frank A.
Lodzinski, personally
/s/ Michael A.
Vlasic
Michael
A. Vlasic, personally
VL
ENERGY, L.L.C.
By:
/s/ Frank A.
Lodzinski
Frank A.
Lodzinski, President
Exhibit
99.2
Joint
Filing Agreement
The
undersigned hereby agree to the joint filing on behalf of each of them of a
statement on Schedule 13D (including amendments thereto) with respect to the
Common Stock of GeoResources, Inc., and that this Agreement be included as an
Exhibit to such statement.
This
Joint Filing Agreement may be executed at different times and in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one and the same instrument.
IN
WITNESS WHEREFORE, the undersigned hereby execute this Agreement effective as of
the date set forth below:
Date:
August 26, 2008
VLASIC
FAL, L.P.
By:
VL Energy, L.L.C.
By:
/s/ Frank A.
Lodzinski
Frank A.
Lodzinski, President
By:
/s/ Frank A.
Lodzinski
Frank A.
Lodzinski, personally
By:
/s/ Michael A.
Vlasic
Michael
A. Vlasic, personally
VL
Energy, L.L.C.
By:
/s/ Frank A.
Lodzinski
Frank A.
Lodzinski, President
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