SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
D.C. 20549
SCHEDULE
13D
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
GEORESOURCES,
INC.
----------------------------------------------------------------------
(Name of
Issuer)
Common
Stock, par value $0.01 per share
----------------------------------------------------------------------
(Title of
Class of Securities)
372476101
-----------------
(CUSIP
Number)
VILLCo
Energy, L.L.C.
38710
Woodward Avenue
Bloomfield
Hills, Michigan 48304
----------------------------------------------------------------------
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
6, 2008
----------------------------------------------------------------------
(Date of
Events which Require Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is subject to this Schedule 13D, and is filing this Schedule
because of §§240.13d-1(e, 13d-1(f)or 13d-1(g), Check the following box
[ ].
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 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 the
disclosures provided in a prior cover page.
The
information required in 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).
SCHEDULE
13D
----------------------------------------------------------------------
|
1.
|
NAME
OF REPORTING PERSON
|
|
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
|
----------------------------------------------------------------------
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
|
(a) [ ]
(b) [ ]
----------------------------------------------------------------------
----------------------------------------------------------------------
Not
Applicable (See Item 3)
----------------------------------------------------------------------
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [
]
|
|
|
PURSUANT
TO ITEMS 2(d) or 2(e)
|
----------------------------------------------------------------------
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Michigan
----------------------------------------------------------------------
|
|
7.
|
SOLE
VOTING POWER
-0-
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH
|
8.
|
SHARED
VOTING POWER
1,488,000
|
|
9.
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10.
|
SHARED
DISPOSITIVE POWER
1,488,000
|
----------------------------------------------------------------------
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
----------------------------------------------------------------------
|
12.
|
CHECK
THE BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
|
[ ]
|
----------------------------------------------------------------------
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
----------------------------------------------------------------------
|
14.
|
TYPE
OF REPORTING PERSON
|
OO
----------------------------------------------------------------------
SCHEDULE
13D
----------------------------------------------------------------------
|
1.
|
NAME
OF REPORTING PERSON
|
|
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
|
|
|
VILLCo
Investment Services, L.L.C.
|
----------------------------------------------------------------------
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
|
(a) [ ]
(b) [ ]
----------------------------------------------------------------------
----------------------------------------------------------------------
Not
Applicable (See Item 3)
----------------------------------------------------------------------
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [
]
|
|
|
PURSUANT
TO ITEMS 2(d) or 2(e)
|
----------------------------------------------------------------------
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Michigan
----------------------------------------------------------------------
|
|
7.
|
SOLE
VOTING POWER
-0-
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH
|
8.
|
SHARED
VOTING POWER
1,488,000
|
|
9.
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10.
|
SHARED
DISPOSITIVE POWER
1,488,000
|
----------------------------------------------------------------------
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
----------------------------------------------------------------------
|
12.
|
CHECK
THE BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
|
[
]
|
----------------------------------------------------------------------
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
----------------------------------------------------------------------
|
14.
|
TYPE
OF REPORTING PERSON
|
OO
----------------------------------------------------------------------
SCHEDULE
13D
----------------------------------------------------------------------
|
1.
|
NAME
OF REPORTING PERSON
|
|
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
|
|
|
VILLCo
Management, L.L.C.
|
----------------------------------------------------------------------
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
|
(a) [ ]
(b) [ ]
----------------------------------------------------------------------
----------------------------------------------------------------------
Not
Applicable (See Item 3)
----------------------------------------------------------------------
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [
]
|
|
|
PURSUANT
TO ITEMS 2(d) or 2(e)
|
----------------------------------------------------------------------
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Michigan
----------------------------------------------------------------------
|
|
7.
|
SOLE
VOTING POWER
-0-
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH
|
8.
|
SHARED
VOTING POWER
1,488,000
|
|
9.
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10.
|
SHARED
DISPOSITIVE POWER
1,488,000
|
----------------------------------------------------------------------
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
----------------------------------------------------------------------
|
12.
|
CHECK
THE BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
|
[
]
|
----------------------------------------------------------------------
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
----------------------------------------------------------------------
|
14.
|
TYPE
OF REPORTING PERSON
|
OO
----------------------------------------------------------------------
SCHEDULE
13D
----------------------------------------------------------------------
|
1.
|
NAME
OF REPORTING PERSON
|
|
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
|
----------------------------------------------------------------------
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
|
(a) [ ]
(b) [ ]
----------------------------------------------------------------------
----------------------------------------------------------------------
Not
Applicable (See Item 3)
----------------------------------------------------------------------
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [
]
|
|
|
PURSUANT
TO ITEMS 2(d) or 2(e)
|
----------------------------------------------------------------------
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
U.S.A.
----------------------------------------------------------------------
|
|
7.
|
SOLE
VOTING POWER
- 0
-
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH
|
8.
|
SHARED
VOTING POWER
4,806,536
|
|
9.
|
SOLE
DISPOSITIVE POWER
-0-
|
|
10.
|
SHARED
DISPOSITIVE POWER
4,806,536
|
----------------------------------------------------------------------
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
----------------------------------------------------------------------
|
12.
|
CHECK
THE BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
|
[
]
|
----------------------------------------------------------------------
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
----------------------------------------------------------------------
|
14.
|
TYPE
OF REPORTING PERSON
|
IN
----------------------------------------------------------------------
ITEM
1. SECURITY AND ISSUER.
Title and
Class of Equity Securities: Common 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 VILLCo
Energy, L.L.C., VILLCo Investment Services, L.L.C., VILLCo Management, L.L.C.
and Michael A. Vlasic.
|
A.
|
VILLCo
Energy, L.L.C., a Michigan limited liability company (”VILLCo
Energy”).
|
|
a.
|
VILLCo
Energy’s principal business is to hold interests in Vlasic FAL and in
shares of the Issuer.
|
|
b.
|
VILLCo
Energy is located at 38710 Woodward Avenue, Bloomfield Hills, Michigan
48304.
|
|
c.
|
VILLCo
Energy has not been convicted in a criminal proceeding (excluding traffic
violations or similar
misdemeanors).
|
|
d.
|
VILLCo
Energy, 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.
|
|
B.
|
VILLCo
Investment Services, L.L.C., a Michigan limited liability company (“VILLCo
Investment Services”).
|
|
a.
|
VILLCo
Investment Services’ principal business is to act as the manager of VILLCo
Energy and Vlasic Investments.
|
|
b.
|
VILLCo
Investment Services is located at 38710 Woodward Avenue, Bloomfield Hills,
Michigan 48304.
|
|
c.
|
VILLCo
Investment Services has not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
|
|
d.
|
VILLCo
Investment Services, 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.
|
|
C.
|
VILLCo
Management, L.L.C., a Michigan limited liability company (“VILLCo
Management”)
|
|
a.
|
VILLCo
Management’s principal business is to act as the manager of VILLCo
Investment Services.
|
|
b.
|
VILLCo
Management is located at 38710 Woodward Avenue, Bloomfield Hills, Michigan
48304.
|
|
c.
|
VILLCo
Management has not been convicted in a criminal proceeding (excluding
traffic violations or similar
misdemeanors).
|
|
d.
|
VILLCo
Management, 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.
|
|
a.
|
38710
Woodward Avenue, Bloomfield Hills, Michigan
48304.
|
|
b.
|
Mr.
Vlasic manages investments for Vlasic Investments and VILLCo
Energy. He serves on the Board of Directors of the
Issuer.
|
|
c.
|
Mr.
Vlasic has not been convicted in a criminal proceeding (excluding traffic
violations or similar
misdemeanors).
|
|
d.
|
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.
|
|
e.
|
Mr.
Vlasic is a U.S. citizen.
|
Pursuant
to Instruction C to Schedule 13D under the Act, the managers of VILLCo
Management consist of Michael A. Vlasic and the following persons.
|
a.
|
38710
Woodward Avenue, Bloomfield Hills, Michigan
48304.
|
|
b.
|
Mr.
Vlasic is an attorney at Bodman LLP, 201 West Big Beaver, Suite 500, Troy,
Michigan 48084.
|
|
c.
|
Mr.
Vlasic has not been convicted in a criminal proceeding (excluding traffic
violations or similar
misdemeanors).
|
|
d.
|
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.
|
|
a.
|
38710
Woodward Avenue, Bloomfield Hills, Michigan
48304.
|
|
b.
|
Mr.
Vlasic is a business reporter for the New York Times, New York, New
York.
|
|
c.
|
Mr.
Vlasic has not been convicted in a criminal proceeding (excluding traffic
violations or similar
misdemeanors).
|
|
d.
|
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.
|
|
a.
|
38710
Woodward Avenue, Bloomfield Hills, Michigan
48304.
|
|
b.
|
Mr.
Vlasic is Chief Executive Officer of O/E Learning, Inc. (designs and
develops new training and performance improvement programs), 2125
Butterfield, Suite 300N, Troy,
Michigan.
|
|
c.
|
Mr.
Vlasic has not been convicted in a criminal proceeding (excluding traffic
violations or similar
misdemeanors).
|
|
d.
|
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.
|
|
a.
|
38710
Woodward Avenue, Bloomfield Hills, Michigan
48304.
|
|
b.
|
Mr.
Vlasic is a partner with MacBeedon Partners, LLC (venture capital), 217
Third Street, Ann Arbor Michigan.
|
|
c.
|
Mr.
Vlasic has not been convicted in a criminal proceeding (excluding traffic
violations or similar
misdemeanors).
|
|
d.
|
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.
|
ITEM
3:
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
VILLCo
Energy received as contributions, effective December 6, 2008, (1) all of the
limited partnership interests (formerly held by Vlasic Investments, L.L.C., a
Michigan limited liability company (“Vlasic Investments”)) in Vlasic FAL, L.P.,
a Texas limited partnership (“Vlasic FAL”) which owns 3,318,536 shares of common
stock of GeoResources, Inc. (the
“
Issuer”)
and (2) 1,488,000 shares of common stock of Issuer formerly held by Vlasic
Investments.
ITEM
4: PURPOSE OF THE TRANSACTION
The
contributions to VILLCo Energy of all of the limited partnership interests in
Vlasic FAL formerly held by Vlasic Investments and of the shares of common stock
in Issuer formerly held by Vlasic Investments were done to facilitate estate
planning.
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 4 of Schedule 13D.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
a. and b.
The
responses of the Reporting Persons to rows (7) through (13)
of the cover pages of this Schedule 13D are incorporated herein by reference.
See Item 6 for disclosure with respect to the managers of VILLCo
Management.
c
Other than as disclosed,
there have been no transaction in the shares of common stock of Issuer that were
effected during the past 60 days by the persons named in response to paragraph
(a).
ITEM 6:
CONTRACTS, ARRANGEMENTS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE
ISSUER
Under the
VILLCo Management operating agreement, Michael A. Vlasic, as the Executive
Manager thereof, has the power to vote the shares of Issuer common stock held by
VILLCo Energy. Michael A. Vlasic, James J. Vlasic, William J. Vlasic,
Richard R. Vlasic and Paul A. Vlasic, as the managers of VILLCo Management, by
majority vote, have the power to dispose of the Issuer common stock held by
VILLCo Energy.
Vlasic
FAL is managed by its general partner, VL Energy. All of the
membership interests of VL Energy L.L.C. are owned by Frank A.
Lodzinski. Mr. Lodzinski and Michael A. Vlasic share the right to
vote and dispose of the shares of Issuer held by Vlasic FAL.
ITEM
7. EXHIBITS
|
|
The
following exhibits are included with this Schedule
13D:
|
|
Exhibit 99.1
|
Joint
Filing Agreement dated December 6,
2008.
|
Signatures:
After
reasonable inquiry, and to the best of each of the undersigned’s respective
knowledge and belief, each of the undersigned hereby respectively certifies that
the information set forth in this statement is true, complete and
correct.
|
|
|
VILLCo
Energy, L.L.C.
|
|
VILLCo
Investment Services, L.L.C.
|
|
VILLCo
Management, L.L.C.
|
|
|
|
By:
/s/ Michael A. Vlasic
|
|
Michael
A. Vlasic, individually and on behalf of, and in his capacity as,
Executive Manager of VILLCo Management, L.L.C., which is the Manager of
VILLCo Investment Services, L.L.C., which is the Manager of VILLCo Energy,
L.L.C.
|
|
|
|
|
|
|
|
Date: December
6, 2008
|
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: December
6, 2008
|
VILLCo
Energy, L.L.C.
|
|
VILLCo
Investment Services, L.L.C.
|
|
VILLCo
Management, L.L.C.
|
|
|
|
By:
/s/ Michael A. Vlasic
|
|
Michael
A. Vlasic, individually and on behalf of, and in his capacity as,
Executive Manager of VILLCo Management, L.L.C., which is the Manager of
VILLCo Investment Services, L.L.C., which is the Manager of VILLCo Energy,
L.L.C.
|
|
|
|
|
|
Date: December
6, 2008
|
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