<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )/1/
TRANSMONTAIGNE OIL COMPANY
- ----------------------------------------------------------------------
(Name of issuer)
Common Stock, Par Value $.01 per share
- ----------------------------------------------------------------------
(Title of class of securities)
821181 10 4
- ----------------------------------------------------------------------
(CUSIP number)
Frederick W. Boutin, 370 17th Street, #900, Denver, CO 80202
(303-605-1798)y
- ----------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
June 6, 1996
- ----------------------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
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.
(Continued on following pages)
(Page 1 of 6 Pages)
_______________
/1/ 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 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. 821181 10 4 13D Page 2 of 6 Pages
-------------- --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Samuel Butler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
128,482
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
128,482
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,482
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
TRANSMONTAIGNE OIL COMPANY Page 3 of 6 Pages
SCHEDULE 13D June 28, 1996
Item 1. Security and issuer.
- ------ -------------------
Shares of Common Stock, par value $.01 per share (the "Shares")
of:
TransMontaigne Oil Company (formerly Sheffield Exploration
Company, Inc.)
Suite 900
370-Seventeenth Street
Denver, Colorado 80202
The names and addresses of the principal executive officers of
the Company are as follows:
<TABLE>
<CAPTION>
Name Title Address
- ---- ----- -------
<S> <C> <C>
Cortlandt S. Dietler Chairman, Chief Executive 370 17th Street, Suite 900
Officer, President Denver, CO 80202
Richard E. Gathright Executive Vice President 370 17th Street, Suite 900
Denver, CO 80202
Harold R. Logan, Jr. Executive Vice 370 17th Street, Suite 900
President/Finance, Treasurer Denver, CO 80202
Frederick W. Boutin Senior Vice President 370 17th Street, Suite 900
Denver, CO 80202
</TABLE>
Item 2. Identity and Background.
- ------ -----------------------
(a) J. Samuel Butler
(b) 1801 Broadway, Suite 600, Denver, CO 80202
(c) Manager, President and Member of Trinity Petroleum
Management LLC
(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 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.
<PAGE>
TRANSMONTAIGNE OIL COMPANY Page 4 of 6 Pages
SCHEDULE 13D June 28, 1996
(f) United States citizenship.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
This amendment to Schedule 13D is being filed to report a
material decrease in J. Samuel Butler's equity position in the Company
(formerly Sheffield Exploration Company, Inc. ("Sheffield")) as a
result of a merger between Sheffield and TransMontaigne Oil Company
("TransMontaigne") effective June 6, 1996 (the "Merger"). Mr.
Butler's percentage ownership decreased from 5.1% to less than 1% of
the Company's common stock as a result of the share exchange ratio set
forth in the Restated Agreement and Plan of Merger, dated as of
February 6, 1996 (the "Merger Agreement"), between Sheffield and
TransMontaigne. The Merger consideration consisted of the issuance of
shares of the Company's common stock in exchange for shares of common
stock held by stockholders of TransMontaigne and Sheffield prior to
the Merger.
Item 4. Purpose of Transaction.
- ------ ----------------------
Mr. Butler's equity ownership in the Company decreased to
less than 1% due to the Merger of TransMontaigne into Sheffield,
effective June 6, 1996. Pursuant to the terms of the Merger
Agreement, Sheffield was the surviving corporation in the Merger, its
name was changed to TransMontaigne Oil Company and the number of
authorized shares of common stock was increased to 40,000,000.
The Merger constituted a reverse acquisition of Sheffield by
TransMontaigne in that Sheffield survived the Merger, but based upon
the share exchange ratio, Sheffield stockholders now own 7% of the
Company while TransMontaigne stockholders own 93% of the Company.
According to the share exchange ratio in the Merger Agreement, (i)
each share of common stock, $.10 par value per share, of
TransMontaigne issued and outstanding immediately prior to the closing
of the Merger was converted at the closing into the right to receive
one share of common stock, $.01 par value per share, of the Company
(formerly Sheffield); and (ii) each 2.432599 shares of Sheffield
common stock issued and outstanding immediately prior to the closing
of the Merger was converted at the closing into the right to receive
one share of common stock of the Company.
The Merger Agreement also provided that, at the closing of
the Merger, the board of directors and officers of the Company would
consist of the directors and officers of TransMontaigne immediately
prior to the closing of the Merger, with the addition of Edwin Morgens
(formerly a Sheffield director) as a director.
<PAGE>
TRANSMONTAIGNE OIL COMPANY Page 5 of 6 Pages
SCHEDULE 13D June 28, 1996
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
(a) - (b) Mr. Butler beneficially owns 128,482 Shares,
representing less than 1% of the Company's Shares. Mr. Butler has
sole voting and dispositive power over such Shares, but specifically
disclaims beneficial ownership of 4,933 Shares held in trust for his
grandchildren and of 10,072 Shares in Sheffield's 401(k) Plan, for
which he serves as Trustee.
(c) Other than the Merger, no transactions were effected by
Mr. Butler during the past sixty (60) days.
(d) A trust established for Mr. Butler's grandchildren, for
which Mr. Butler serves as Trustee, has the right to receive the
proceeds from a sale of the 4,933 Shares held in such trust. Certain
former employees of Sheffield have the right to receive proceeds from
a sale of the 10,072 Shares held in Sheffield's 401(k) Plan.
(e) Mr. Butler ceased to be the beneficial owner of more
than five percent of the Company's Shares on the effective date of the
Merger, June 6, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships
- ------- --------------------------------------------------------
with Respect to Securities of the Issuer.
----------------------------------------
There are no contracts, arrangements, understandings or
relationships between Mr. Butler and any other person with respect to
any securities of the Company other than (i) an Incentive Stock Option
Agreement, dated January 15, 1996, between the Company and Mr. Butler,
for the purchase of 41,108 Shares at an option price of $3.64 per
share.
Item 7. Material to Be Filed as Exhibits.
- ------- --------------------------------
Exhibit A - Option Agreement, dated January 15, 1996,
between the Company and Mr. Butler.
Exhibit B - Restated Agreement and Plan of Merger, dated
as of February 6, 1996 between Sheffield
Exploration Company, Inc. and TransMontaigne
Oil Company (Incorporated by reference to
the Registration Statement on Form S-4, as
filed with the Securities and Exchange
Commission on May 6, 1996 (SEC File No. 333-
3195).
<PAGE>
TRANSMONTAIGNE OIL COMPANY Page 6 of 6 Pages
SCHEDULE 13D June 28, 1996
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 28, 1996 J. Samuel Butler
---------------------------------
J. Samuel Butler
<PAGE>
EXHIBIT INDEX
Exhibit Document
- ------- --------
A Option Agreement, dated January 15, 1996, between the
Company and Mr. Butler.
<PAGE>
THE FOLLOWING IS THE ORIGINAL SCHEDULE 13D AS FILED ON JANUARY 10, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SHEFFIELD EXPLORATION COMPANY, INC.
- ----------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- ----------------------------------------------------------------------
(Title of Class of Securities)
821181 10 4
---------------------------------------------
(CUSIP Number)
J. Samuel Butler, 1801 Broadway, Suite 600, Denver, Colorado 80202
(303) 296-1908
- ----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 3, 1995
-------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
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 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 6
<PAGE>
SCHEDULE 13D
CUSIP No. 821181 10 4 Page 2 of 6 Pages
-------------- --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Samuel Butler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
174,810
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
174,810
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,810
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SHEFFIELD EXPLORATION COMPANY, INC. Page 3 of 6 Pages
SCHEDULE 13D January 10, 1995
Item 1. Security and Issuer.
- ------- -------------------
Shares of Common Stock, par value $.01 per share (the
"Shares") of:
Sheffield Exploration Company, Inc.
Suite 600
1801 Broadway
Denver, Colorado 80202
The names and addresses of the principal executive officers
of the Company are as follows:
Name Title Address
---- ----- -------
Edwin H. Morgens Chairman 10 East 50th Street
New York, NY 10022
J. Samuel Butler President & 1801 Broadway
Chief Executive Suite 600
Officer Denver, CO 80202
Jerry D. Smothermon Vice President 1801 Broadway
Suite 600
Denver, CO 80202
David L. Milanesi Vice President, 1801 Broadway
Chief Financial Suite 600
Officer and Denver, CO 80202
Secretary
Item 2. Identity and Background.
- ------- -----------------------
(a) J. Samuel Butler
(b) 1801 Broadway, Suite 600, Denver, CO 80202
(c) President and Chief Executive Officer of the Company
(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 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.
<PAGE>
SHEFFIELD EXPLORATION COMPANY, INC. Page 4 of 6 Pages
SCHEDULE 13D January 10, 1995
(f) United States citizenship.
Item 3. Source and Amount of Funds or Other Consideration.
- ------- -------------------------------------------------
This initial Schedule 13D is being filed to report the
acquisition by J. Samuel Butler of 43,333 Shares at a price of $1.50
per share, on January 3, 1995. On December 8, 1994, the Board of
Directors of the Company approved a bonus payment to Mr. Butler of
$65,000 for the express purpose of exercising a Special Purchase
Warrant for 43,333 Shares (attached hereto as Exhibit A). The purpose
of the bonus payment tied to the warrant exercise was to increase Mr.
Butler's equity position in the Company as an employment incentive.
Mr. Butler's exercise of the Special Purchase Warrant on January 3,
1995 increased his holding of the Company's Shares to 5.1%.
With respect to other Shares acquired by Mr. Butler prior to
the exercise of the Special Purchase Warrant, Mr. Butler used personal
funds for a majority of the acquisitions with the exception of 60,000
Shares he acquired in connection with the terms of an Agreement and
Plan of Merger, dated as of December 31, 1994 (the "Merger
Agreement"), attached hereto as Exhibit B. Pursuant to the terms of
the Merger Agreement, Mr. Butler, the sole shareholder of Trinity
Petroleum Management, Inc. ("TPM"), exchanged all of his TPM shares
for 60,000 Shares and cash from the Company equal to the value of
certain assets of TPM.
Item 4. Purpose of Transaction.
- ------- ----------------------
Mr. Butler exercised the Special Purchase Warrant to acquire
43,333 Shares in order to increase his equity position in the Company.
Item 5. Interest in Securities of the Issuer.
- ------- ------------------------------------
(a) - (b) Mr. Butler beneficially owns 174,810 Shares,
representing 5.1% of the Company's Shares. Mr. Butler has sole voting
and dispositive power over such Shares, but specifically disclaims
beneficial ownership of 7,000 Shares held in trust for his
grandchildren, for which he serves as Trustee.
(c) On December 31, 1994, Mr. Butler received 60,000 Shares
in consideration for the transfer of his shares of TPM common stock to
the Company. Such transfer was in connection with the Company's
acquisition (by merger) of TPM, which formerly provided administrative
services to the Company.
<PAGE>
SHEFFIELD EXPLORATION COMPANY, INC. Page 5 of 6 Pages
SCHEDULE 13D January 10, 1995
On December 22, 1994, Mr. Butler purchased 10,700
Shares in the open market for a price of $1.4375 per share.
On December 16, 1994, Mr. Butler disposed of 1,200
Shares by gift.
(d) A trust established for Mr. Butler's grandchildren, for
which Mr. Butler serves as Trustee, has the right to receive any
proceeds from a sale of the 7,000 Shares held in such trust.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
- ------- --------------------------------------------------------
with Respect to Securities of the Issuer.
-----------------------------------------
There are no contracts, arrangements, understandings or
relationships between Mr. Butler and any other person with respect to
any securities of the Company other than (i) an Incentive Stock Option
Agreement, dated January 14, 1993, between the Company and Mr. Butler,
for the purchase of 50,000 Shares at an option price of $2.00 per
share, attached hereto as Exhibit D; and (ii) an Incentive Stock
Option Agreement, dated December 2, 1993, between the Company and Mr.
Butler, for the purchase of 50,000 Shares at an option price of $3.00
per share, attached hereto as Exhibit E.
Item 7. Material to Be Filed as Exhibits.
- ------- --------------------------------
Exhibit A - Special Purchase Warrant Certificate.
Exhibit B - Agreement and Plan of Merger, dated as of
December 31, 1994.
Exhibit C - The Company's 1990 Amended and Restated Stock
Option Plan.
Exhibit D - Option Agreement, dated January 14, 1993,
between the Company and Mr. Butler.
Exhibit E - Option Agreement, dated December 2, 1993, between
the Company and Mr. Butler.
<PAGE>
SHEFFIELD EXPLORATION COMPANY, INC. Page 6 of 6 Pages
SCHEDULE 13D January 10, 1995
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 10, 1995 /s/ J. Samuel Butler
-----------------------------------
J. Samuel Butler
President & CEO
OPTION AGREEMENT
(INCENTIVE STOCK OPTION)
THIS AGREEMENT is made and entered into this 15th day of January,
1996, by and between SHEFFIELD EXPLORATION COMPANY, INC. (the
"Company") and J. Samuel Butler, (the"Optionee") (together, the
"Parties").
RECITALS:
I. On November 15, 1990, the Board of Directors (the "Board")
of the Company adopted the 1990 Stock Option Plan, which was approved
by the shareholders of the Company on March 6, 1991, and amended by
the Board on December 2, 1993, under which Employees of the Company
and its subsidiaries may receive options to purchase common stock,
$.01 par value ("Common Stock") of the Company.
II. The Board intends that the Plan conform to the requirements
of Section 422 of the United States Internal Revenue Code of 1986, as
amended (the "Code"), in order that certain options granted under the
Plan may be "incentive stock options" within the definition of that
term in said Section 422.
III. The Optionee has been selected to receive an incentive
option pursuant to the Plan.
IV. The Optionee is desirous of obtaining the incentive stock
option on the terms and conditions herein contained.
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:
A. The Company hereby confirms and acknowledges that it has
granted to the Optionee, on December 5, 1995, an option to purchase
100,000 shares of Common Stock of the Company (the "Option") upon the
terms and conditions herein set forth and subject to the terms and
conditions of he Plan. The Option is granted as a matter of separate
agreement, and not in lieu of salary or any other regular or special
compensation for services.
B. Mine purchase price of the shares which may be purchased
pursuant to the Option is 31.50 per share, which is, in the opinion of
the Company, not less than the fair market value of the shares on the
date the Option was granted as specified in paragraph 1.
<PAGE>
C. The Option shall continue for five 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 midnight on the fifth anniversary of such date of grant.
D. The Option may be exercised by the Optionee to purchase the
total number of shares specified in paragraph 1 as follows:
1. Thirty-three and one-third percent (33-1/3%) of the
total number of shares shall become exercisable on the first
anniversary of the date of grant; and
2. An additional thirty-three and one-third percent
(33-1/3%) of the total number of shares shall become exercisable on
each of the second and third anniversaries of the date of grant.
E. If the Optionee's employment with the Company or a
participating subsidiary of the Company shall terminate by reason of
the Optionee's death, or for any reason other than the Optionee's
disability, the Option, to the extent then exercisable as provided in
paragraph 4, shall remain exercisable after the termination of his
employment for a period of three months. If the Optionee's employment
is terminated because the Optionee is disabled within the meaning of
Section 22(e) (4) of the Code, the Option, to the extent then
exercisable as provided in paragraph 4, shall remain exercisable after
the termination of his employment for a period of twelve months. If
the Option is not exercised during the applicable period, it shall be
deemed to have been forfeited and of no further force or effect.
F. The Option may not be exercised by anyone other than the
Optionee during his lifetime. In the event of his death, the Option
may be exercised by the personal representative of the Optionee's
estate or, if no personal representative has been appointed, by the
successor or successors in interest determined under the Optionee's
will or under the applicable laws of descent and distribution. The
Option may not be transferred, assigned, encumbered or alienated in
any way by the Optionee, and any attempt to do so shall render the
Option and any unexercised portion thereof, at the discretion of the
Company, null and void and unenforceable by the Optionee.
G. 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 shares being purchased upon such exercise.
H. The Company will, upon receipt of said notice and payment,
issue or cause to be issued to the Optionee (or to his personal
representative or other person entitled thereto) a certificate for the
number of shares purchased thereby. The Optionee may designate a
member or the Optionee's immediate family as a co-owner of the said
shares.
<PAGE>
I. The company may, in its discretion, file effective with the
Securities and Exchange Commission a Registration Statement on Form
She under the Securities Act of 1933, as amended (the "Act"), covering
the sale of the optioned shares to Optionee upon exercise of the
Option. If, at the time of exercise, the Company does not have an
effective Registration Statement on fife covering the sale of the
optioned shares, the Optionee represents and agrees that: (i) the
Option shall not be exercisable unless the purchase of optioned 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, optioned
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 optioned shares
for his own account for investment and not with any intent or view to
any distribution, resale or other disposition of the optioned shares;
(iii) he will not sell or transfer the optioned 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 optioned 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.
J. If the Company or its shareholders enter into an agreement
to dispose of all, or substantially all, of the assets or outstanding
capital stock of the Company by means of a sale or liquidation, or a
merger or reorganization in which the Company is not the surviving
corporation, any unexercised portion of the Option as of the day
before the consummation of such sale, liquidation, merger or
reorganization shall for all purposes under this Agreement become
exercisable in full as of such date even though the anniversary dates,
AS provided in paragraph 4, have not yet occurred, unless the Board
shall have prescribed other terms and conditions to the exercise of
the Option, or otherwise modified the Option.
K. In consideration of the granting by the Company of the
Option, the Optionee hereby affirms that he has a present intention to
remain in the employ and service of the Company for the period that
this Option continues. This affirmation, however, shall confer no
right on the Optionee to continue in the employ of the Company, nor
interfere in any way with the right of the Company to discharge the
Optionee at any time for any reason whatsoever, with or without cause.
L. The Optionee shall have no rights as a shareholder with
respect to the shares of Common Stock which may be purchased pursuant
to the Option until such shares are issued to the Optionee.
M. THIS AGREEMENT IS ENTERED INTO AND SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
COLORADO.
<PAGE>
N. The terms and conditions contained in the Plan, and as it
may be amended from time to time hereafter, are incorporated into and
made a part of this Agreement by reference, as if the same were set
forth herein in full, and all provisions of the Option are made
subject to any and all terms of the Plan.
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.
SHEFFIELD EXPLORATION
COMPANY, INC.
BY: /s/ David L. Milanesi VP
---------------------------
OPTIONEE
------------------------------
J. Samuel Butler
