UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
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)
DECEMBER 11, 1998
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(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 1 of 4 pages
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CUSIP No. 628652109 SCHEDULE 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
437,030 (See Item 5.)
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
437,030 (See Item 5.)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,030 (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 16.8%, based upon 2,491,694 shares of Common Stock
outstanding as of the date hereof, and giving effect to the issuance
of 100,000 shares of Common Stock issuable upon exercise of a stock
option.
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14 TYPE OF REPORTING PERSON*
IN
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Colorado Wyoming Reserve Company Page 3 of 4 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D January 5, 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable. No shares acquired.
ITEM 4. PURPOSE OF TRANSACTION.
This Amendment No. 1 is being filed to reflect the vesting, within sixty
days, of an option to purchase up to 100,000 shares of the Company's Common
Stock by Mr. Tiddens. On February 11, 1998, the Company granted to Mr. Tiddens,
in consideration for his service as a member of the Board of Directors, a stock
option to purchase
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Colorado Wyoming Reserve Company Page 4 of 4 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D January 5, 1999
100,000 shares of Common Stock pursuant to the Company's Equity Incentive Plan.
The stock option is exercisable at a price of $3.25 per share and will vest on
February 11, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Mr. Tiddens beneficially owns 437,030 shares of Common Stock, which
represents approximately 16.8 percent of the Company's 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 5 percent of the
Company's Shares.
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 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Stock Option Agreement, dated as of February 11, 1998,
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 January 5, 1999 /S/ F. ROBERT TIDDENS
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F. Robert Tiddens, Director
COLORADO WYOMING RESERVE COMPANY
NON-STATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 11th day of February, 1998, by and
between COLORADO WYOMING RESERVE COMPANY, a Wyoming corporation (the "Company")
whose address is 751 Horizon Court, Suite 205, Grand Junction, CO 81506 and F.
Robert Tiddens (the "Optionee"), whose address is 8360 E. Hinsdale Avenue,
Englewood, CO 80112 (together, the "Parties").
RECITALS
A. At its meeting on February 11, 1998, the Board of Directors of the
Company approved a resolution granting non-statutory stock options to the
Optionee, as a director of the Company.
B. The resolution authorizes the grant of options to purchase 100,000
shares of the Company's common stock, $.01 par value per share, to the Optionee.
C. The Option was granted pursuant to the terms of the Company's Equity
Incentive Plan, and Optionee desires to obtain such option grant subject to such
terms, and the terms and conditions herein set forth.
IT IS THEREFORE agreed by and between the Parties, for and in
consideration of the premises and the mutual covenants herein contained and for
other good and valuable consideration, as follows:
1. GRANT. The Company hereby confirms and acknowledges that it has
granted to the Optionee on February 11, 1998, an option to purchase 100,000
shares of common stock, $.01 par value ("Common Stock"), of the Company (the
"Option") upon the terms and conditions herein set forth.
2. EXERCISE PRICE. The purchase price of the shares of Common Stock
which may be purchased pursuant to the Option (the "Shares") is $3.25 per share,
which the Board has determined to be the fair market value as of February 11,
1998.
3. TERM. The Option shall continue for ten years after the date of
grant set forth in Paragraph 1 unless sooner terminated or modified under the
provisions of this Agreement, and shall automatically expire at 12:00 a.m. on
the tenth anniversary of such date of grant.
4. NUMBER OF SHARES AND VESTING. The Option shall be vested in its
entirety at 12:01 a.m. on February 11, 1999, and may be exercised by the
Optionee to purchase all or a portion of the total number of shares of Common
Stock specified in Paragraph 1 at any time thereafter prior to the expiration or
termination of the Option.
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5. TRANSFERABILITY. The Option is not transferable by the Optionee
except by will or pursuant to the laws of descent and distribution, and is
exercisable during the Optionee's lifetime only by the Optionee or, in the event
of disability or incapacity, by the Optionee's guardian or legal representative.
6. NOTICE OF EXERCISE. The Option may be exercised in whole or in part
by delivering to the Company written notice of exercise, together with payment
in full for the Common Stock being purchased upon such exercise.
7. ISSUANCE OF STOCK CERTIFICATES. The Company will, upon receipt of
such notice and payment, issue or cause to be issued to the Optionee (or to his
personal representative or other person entitled thereto) a stock certificate
for the number of shares purchased thereby.
8. TAXES. The Optionee hereby agrees that he is responsible for payment
of the appropriate amount of federal, state and local taxes attributable to the
Optionee's exercise of the Option.
9. SECURITIES LAWS. Neither this Option nor the shares of Common Stock
have been registered under the Securities Act of 1933, as amended (the "Act") or
under any blue sky or other state securities laws. Optionee therefore represents
and agrees that: (I) the Option shall not be exercisable unless the purchase of
shares upon the exercise of the Option is pursuant to an applicable effective
registration statement under the Act, or unless in the opinion of counsel for
the Company, the proposed purchase of such shares would be exempt from the
registration requirements of the Act and from the qualification requirements of
any state securities law; (ii) upon exercise of the Option, he will acquire the
shares for his own account for investment and not with an intent or view to any
distribution, resale or other disposition of the shares; (iii) he will not sell
or transfer the shares, unless they are registered under the Act, except in a
transaction that is exempt from registration under the Act, and each certificate
issued to represent any of the shares shall bear a legend calling attention to
the foregoing restrictions and agreements. The Company may require, as a
condition of the exercise of the Option, that the Optionee sign such further
representations and agreements as it reasonably determines to be necessary or
appropriate to assure and to evidence compliance with the requirements of the
Act.
10. NO STOCKHOLDER RIGHTS. The Optionee shall have no rights as a
stockholder with respect to the shares which may be purchased pursuant to the
Option until such shares are issued to the Optionee.
11. GOVERNING LAW. THIS AGREEMENT IS ENTERED INTO AND SHALL BE
GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF COLORADO.
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IN WITNESS WHEREOF, the parties have hereunto affixed their signatures
in acknowledgment and acceptance of the above terms and conditions on the date
first above mentioned.
COLORADO WYOMING RESERVE COMPANY
By: /S/ KIM M. FUERST
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Title:
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OPTIONEE
/S/ F. ROBERT TIDDENS
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F. ROBERT TIDDENS
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