UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
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
---------------------------------
(CUSIP Number)
Kim M. Fuerst With copies to:
President and Patricia M. Mitchell, Esq.
Chief Executive Officer Davis, Graham & Stubbs LLP
751 Horizon Court, Suite 205 370 17th Street, Suite 4700
Grand Junction, Colorado 81506 Denver, Colorado 80202
(303) 296-1908 (303) 892-9400
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 28, 1999
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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(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 6 pages
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1 NAME OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Trinity Petroleum Management, LLC IRS #84-1347168
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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
Not applicable. - (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
Colorado
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NUMBER OF 7 SOLE VOTING POWER
SHARES 100,000 (See Item 5.)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 100,000 (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
100,000 (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 1.0%, based upon 9,767,694 shares of Common Stock
outstanding as of the date hereof, and giving effect to the 100,000
shares issuable upon exercise of warrants as further described
herein.
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14 TYPE OF REPORTING PERSON
00 - Limited Liability Company
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<PAGE>
CUSIP No. 628652109 SCHEDULE 13D Page 3 of 6 pages
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1 NAME OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J. Samuel Butler
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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
Not applicable. - (See Items 5.)
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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 200,000 (See Item 5.)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 125,000 (See Item 5.)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 200,000 (See Item 5.)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 125,000 (See Item 5.)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,000 (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 3.2%, based upon 9,767,694 shares of Common Stock
outstanding as of the date hereof, and giving effect to the 300,000
shares issuable upon exercise of warrants as further described
herein.
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
Colorado Wyoming Reserve Company Page 4 of 6 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D June 7, 1999
ITEM 1. SECURITY AND ISSUER.
Shares of Common Stock, par value $.01 per share (the "Shares") of:
Colorado Wyoming Reserve Company
751 Horizon Court
Suite 205
Grand Junction, Colorado 81506
(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, 751 Horizon Court, Ste. 205
CEO & CFO Grand Junction, CO 81506
Faisal Chaudhary Secretary 151 Toby Lane
Anaheim Hills, CA 92807
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Trinity Petroleum Management, LLC, a Colorado limited liability
company ("Trinity")
Principal Business: Oil and Gas Property Management
Principal Business Office: 1801 Broadway, Suite 600,
Denver, Colorado 80202.
(d) J. Samuel Butler ("Mr. Butler"), the President and Chief Executive
Officer of Trinity, has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Mr. Butler 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) Trinity is a Colorado limited liability company. Mr. Butler is a
United States citizen.
--------------------------------
(a) J. Samuel Butler
(b) 1801 Broadway, Suite 600, Denver, Colorado 80202
(c) President of Trinity; Director of Issuer; President of ST Oil
Company, a privately-held Nevada corporation.
(d) Mr. Butler has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Butler 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
<PAGE>
Colorado Wyoming Reserve Company Page 5 of 6 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D June 7, 1999
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) Mr. Butler is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable. No shares were acquired by either Trinity or
Mr. Butler.
ITEM 4. PURPOSE OF TRANSACTION.
This Amendment No. 1 to Schedule 13D is being filed to report a
material decrease in the beneficial ownership of the Company's Common Stock by
each of Trinity and Mr. Butler due solely to the issuance of an additional
7,060,000 shares of Common Stock by the Company in connection with a private
placement which closed on May 28, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)- b) Trinity beneficially owns 100,000 Shares pursuant to a
warrant, presently exercisable at $0.10 per share. Trinity's
beneficial ownership now represents less than one percent of
the Company's outstanding Shares. Trinity, through its
President, Mr. Butler, has sole voting and dispositive power
over such Shares.
(c) Trinity 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) Trinity ceased to be the beneficial owner of five percent or
more of the Company's Shares on May 28, 1999.
--------------------------
(a) - (b) Mr. Butler beneficially owns 325,000 Shares, which includes
director stock options to purchase 200,000 Shares, presently
exercisable at $0.10 per share; and the Shares held by
Trinity as described above. In addition, Mr. Butler is
deemed to own, indirectly, 25,000 restricted Shares owned by
ST Oil Company, for which Mr. Butler serves as President and
Chief Executive Officer. Mr. Butler's beneficial ownership
(including the Trinity and ST Oil holdings) represents
approximately 3.2 percent of the Company's outstanding
Shares. Mr. Butler has sole voting and dispositive power
over stock options to purchase 200,000 Shares. Mr. Butler
shares voting and dispositive power with Trinity for the
warrant to purchase 100,000 Shares, and with ST Oil Company
for the 25,000 restricted Shares.
(c) Mr. Butler has not been involved in any Share transactions
during the last sixty days.
<PAGE>
Colorado Wyoming Reserve Company Page 6 of 6 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D June 7, 1999
(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. Butler ceased to be the beneficial owner of five percent
or more of the Company's Shares on May 28, 1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
between Trinity or Mr. Butler and any other person with respect to any
securities of the Company other than as previously described in the initial
filing of Schedule 13D, and the Joint Filing Agreement, dated June 7, 1999, as
required by Rule 13d-1(f) of the Securities Exchange Act of 1934, as amended.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Joint Filing Agreement, dated June 7, 1999, by and
between Trinity Petroleum Management, LLC and J. Samuel
Butler, as required by Rule 13d-1(f) of the Securities
Exchange Act of 1934, as amended.
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 7, 1999 /s/ J. Samuel Butler
----------------------------------------
J. Samuel Butler, Individually
Director
TRINITY PETROLEUM MANAGEMENT, LLC
By: /s/ J. Samuel Butler
-------------------------------------
J. Samuel Butler, Manager and
President
<PAGE>
EXHIBIT INDEX TO SCHEDULE 13D
Exhibit A Joint Filing Agreement, dated June 7, 1999, by and between
Trinity Petroleum Management, LLC and J. Samuel Butler,
individually.
JOINT FILING AGREEMENT
Each of the undersigned hereby affirms that it is individually eligible to
use Schedule 13D, and agrees that this Amendment No. 1 to Schedule 13D is filed
on its behalf.
Dated this 7th day of June, 1999.
TRINITY PETROLEUM MANAGEMENT, LLC
By: /s/ J. Samuel Butler
---------------------------------------
Name: J. Samuel Butler
Title: Manager/President
/s/ J. Samuel Butler
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Name: J. Samuel Butler, Individually
Position: Director
