UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COLORADO WYOMING RESERVE COMPANY
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
628652109
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(CUSIP Number)
Kim M. Fuerst With copies to:
President and Patricia M. Mitchell, Esq.
Chief Executive Officer Davis, Graham & Stubbs LLP
c/o Trinity Petroleum Management LLC 370 17th Street, Suite 4700
1801 Broadway, Suite 600 Denver, Colorado 80202
Denver, Colorado 80202 (303) 892-9400
(303) 296-1908
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 28, 1999
---------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e)(f) or (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(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 628652109 SCHEDULE 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
F. Robert Tiddens
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00 - (See Items 3 and 4)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 533,030 (See Item 5.)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 533,030 (See Item 5.)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533,030 (See Item 5.)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.4%, based upon 9,767,694 shares of Common Stock
outstanding as of the date hereof, and giving effect to the 100,000
shares of Common Stock issuable upon exercise of a director stock
option.
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
Colorado Wyoming Reserve Company Page 3 of 5 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D June 8, 1999
ITEM 1. SECURITY AND ISSUER.
Shares of Common Stock, par value $.01 per share (the "Shares" or
"Common Stock") of:
Colorado Wyoming Reserve Company
c/o Trinity Petroleum Management, LLC
1801 Broadway, Suite 600
Denver, Colorado 80202
(303) 296-1908
The names and addresses of the principal executive officers of the
Company are as follows:
NAME TITLE ADDRESS
Kim M. Fuerst President, Treasurer, 1801 Broadway, Ste 600
CEO & CFO Denver, CO 80202
Faisal Chaudhary Secretary 151 Toby Lane
Anaheim Hills, CA 92807
ITEM 2. IDENTITY AND BACKGROUND.
(a) F. Robert Tiddens
(b) 8360 E. Hinsdale Avenue, Englewood, Colorado 80112
(c) Director
(d) Mr. Tiddens has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Tiddens has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) United States citizenship.
<PAGE>
Colorado Wyoming Reserve Company Page 4 of 5 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D June 8, 1999
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 14, 1998, Mr. Tiddens used personal funds in the amount of $12,000
to purchase shares of the Company's Common Stock in a private transaction. Mr.
Tiddens received 12,000 shares at that time, with the understanding that if a
private placement of Common Stock was undertaken by the Company in the future at
a price less than $1.00 per share, the Company would issue additional shares to
Mr. Tiddens so that his price per share was equal to that paid by investors in
the private placement.
On May 28, 1999, the Company closed a private placement of Common Stock at
a price of $0.10 per share, issuing 7,060,000 shares to subscribers in the
private placement for an aggregate offering price of $706,000.00. Pursuant to
the Company's previous agreement with Mr. Tiddens, therefore, Mr. Tiddens
received an additional 108,000 shares of Common Stock, causing his purchase
price to equal $0.10 per share.
ITEM 4. PURPOSE OF TRANSACTION.
This Amendment No. 2 is being filed to report a material decrease in Mr.
Tiddens' equity ownership in the Company resulting from the closing of the
Company's private placement of Common Stock on May 28, 1999. At the closing, the
Company was obligated to issue 7,060,000 shares of Common Stock to investors in
the private placement, and 108,000 additional shares of Common Stock to Mr.
Tiddens pursuant to his prior share purchase agreement with the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)- (b) Mr. Tiddens beneficially owns 533,030 shares of Common Stock,
which represents approximately 5.4 percent of the Company's
outstanding Common Stock. Mr. Tiddens has sole voting and
dispositive power over such Shares.
(c) Mr. Tiddens has not been involved in any Share transactions during
the last sixty days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, any Shares.
(e) Mr. Tiddens is the beneficial owner of more than five percent of the
Company's outstanding Shares.
<PAGE>
Colorado Wyoming Reserve Company Page 5 of 5 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D June 8, 1999
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
between Mr. Tiddens and any other person with respect to any securities of the
Company other than the director stock option referenced previously.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Letter Agreement, dated July 14, 1999, between the
Company and F. Robert Tiddens.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated June 8, 1999 /s/ Robert Tiddens
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F. Robert Tiddens, Director
<PAGE>
EXHIBIT INDEX TO SCHEDULE 13D
Exhibit A Letter Agreement, Dated July 14, 1999, between the Company and
F. Robert Tiddens.
<PAGE>
EXHIBIT A
[LETTERHEAD]
July 14, 1998
COLORADO WYOMING RESERVE COMPANY
1801 Broadway Ste. #600
Denver, CO 80202
Attn: Ms. Michelle Hillar
Via: Facsimile
Gentlemen:
Attached hereto is my personal check in the amount of $12,000.00 to purchase
common stock in Colorado Wyoming Reserve Company (OTC Bulletin Board, CWYR). It
is my understanding that the amount of shares will be determined at a later date
and the price will be based on the price per share pursuant to the Company's
impending Private Placement Offering of Common Stock.
I understand that these shares will carry a restrictive legend and are for
investment purposes only.
Sincerely,
/s/ F. Robert Tiddens
F. Robert Tiddens
CC: Mssrs. Kim Fuerst and Faisal Chaudhary
