UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
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
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(b)(3) or (4), check the following box o.
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 PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James E. Moore Revocable Trust U/D/T dated July 28, 1994,
James E. Moore, Trustee
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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*
PF (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
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
3,050,000 (See Item 5)
OWNED BY
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
3,050,000 (See Item 5)
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,050,000 (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 30.6 percent, based upon 9,767,694 shares of Common
Stock outstanding as of the date hereof, and giving effect to the
180,000 shares issuable upon exercise of warrants as further
described herein.
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14 TYPE OF REPORTING PERSON*
00 (Trust)
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<PAGE>
CUSIP No. 628652109 SCHEDULE 13D Page 3 of 6 Pages
------------------- ----- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James E. Moore
- --------------------------------------------------------------------------------
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*
PF - (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
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
3,050,000 (See Item 5)
OWNED BY
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
3,050,000 (See Item 5)
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,050,000 (See Item 5.)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 30.6 percent, based upon 9,767,694 shares of Common
Stock outstanding as of the date hereof, and giving effect to the
180,000 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. 4 TO SCHEDULE 13D June 7, 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) James E. Moore Revocable Trust u/d/t July 28, 1994,
James E. Moore, Trustee (the "Trust") James E. Moore,
individually
(b) 7827 Berger Avenue, Playa del Rey, California 90293
(c) Retired Investment Advisor; Trustee of James E. Moore Revocable
Trust
(d) Mr. Moore has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Moore 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) Mr. Moore is a United States citizen. The situs of the Trust is
California.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 28, 1999, the Company accepted a subscription agreement from the
Trust for the purchase of 2,800,000 shares of Common Stock at a price of $.10
per share. The Trust used Trust funds for the purchase price of $280,000.00.
<PAGE>
Colorado Wyoming Reserve Company Page 5 of 6 Pages
AMENDMENT NO. 4 TO SCHEDULE 13D June 7, 1999
ITEM 4. PURPOSE OF TRANSACTION.
The purchase of 2,800,000 shares of Common Stock by the Trust occurred
in connection with a private equity offering by the Company which raised
$706,000.00. The Company's private placement of 7,060,000 shares of its Common
Stock was offered to qualified investors pursuant to an exemption from
registration provided by Rule 504 of Regulation D of the Securities Exchange Act
of 1934. The private placement was closed on May 28, 1999.
Mr. Moore's beneficial equity ownership in the Company results solely
from his position as settlor and trustee of the above-referenced Trust.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The Trust is the beneficial owner of 3,050,000 shares of
Common Stock, which includes presently-exercisable warrants to
purchase 180,000 Shares. The Trust's beneficial ownership
represents approximately 30.6 percent of the Company's Common
Stock. Mr. Moore may be deemed to share voting and dispositive
power over such Shares with the Trust, for which he is sole
Trustee and sole beneficiary.
(c) Neither Mr. Moore individually, nor the Trust, have been involved
in any Share transactions during the past 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) As of May 28, 1999, the Trust is the beneficial owner of more
than 5 percent of the Company's Shares. Mr. Moore, individually,
is the indirect beneficial owner of more than 5 percent of the
Company's Shares due to his position as Trustee for and sole
beneficiary of the Trust.
<PAGE>
Colorado Wyoming Reserve Company Page 6 of 6 Pages
AMENDMENT NO. 4 TO SCHEDULE 13D June 7, 1999
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
between the Trust or Mr. Moore and any other person with respect to any
securities of the Company, other than the Warrant Agreements described in
previous amendments and the Joint Filing Agreement, dated June 2, 1999, as
required by Rule 13d-1(f) of the Securities Exchange Act of 1934, as amended.
ITEM 7. MATERIAL TO BE FILED AS AN EXHIBIT.
Exhibit A - Joint Filing Agreement, dated June 2, 1999, by and
between James E. Moore and The James E. Moore
Revocable Trust U/D/T dated July 28, 1994,
James E. Moore, Trustee.
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/ JAMES E. MOORE
--------------------------------------
James E. Moore, Individually
JAMES E. MOORE REVOCABLE TRUST U/D/T
DATED JULY 28, 1994
By: /S/ JAMES E. MOORE
----------------------------------
James E. Moore, Trustee
<PAGE>
EXHIBIT INDEX TO SCHEDULE 13D
Exhibit A Joint Filing Agreement, dated June 2, 1999, by and between
James E. Moore and The James E. Moore Revocable Trust
U/D/T dated July 28, 1994, James E. Moore, Trustee.
JOINT FILING AGREEMENT
Each of the undersigned hereby affirms that it is individually eligible
to use Schedule 13D, and agrees that this Amendment No. 4 to Schedule 13D is
filed on its behalf.
Dated this 2nd day of June, 1999
/S/ JAMES E. MOORE
---------------------------------------
James E. Moore, Individually
JAMES E. MOORE REVOCABLE TRUST,
U/D/T/ DATED JULY 28, 1994
By: /S/ JAMES E. MOORE
------------------------------------
James E. Moore, Trustee
