SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 6, 1998
COLORADO WYOMING RESERVE COMPANY
(Exact name of registrant as specified in its charter)
WYOMING 0-09482 83-0246080
(State or other jurisdiction (Commission (IRS Employee
of incorporation) File Number) Identification No.)
1801 BROADWAY, SUITE 600, DENVER, CO 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 296-1908
MYSTIQUE DEVELOPMENTS, INC., 1820 SOUTH ELENA AVE., SUITE B,
REDONDO BEACH, CA 90277
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 6, 1998, Colorado Wyoming Reserve Company (the "Company")
entered into an Agreement and Plan of Merger, dated as of February 6, 1998 (the
"Merger Agreement") with Shoreline Resource Company, Inc., a Colorado
corporation ("Shorco"), CWSub, Inc., a wholly-owned subsidiary of the Company,
incorporated in the State of Colorado ("CWSub") and F. Robert Tiddens, Cindy L.
Stewart and John F. Greene, the shareholders of Shorco (the "Shorco
Shareholders"). Pursuant to the terms of the Merger Agreement, CWSub was merged
with and into Shorco, with Shorco surviving the Merger.
The Merger consideration consisted of issuance by the Company of 797,618
shares of its common stock, $.01 par value per share ("Common Stock") in
exchange for all of the issued and outstanding common stock of Shorco. At the
Merger Effective Time (as defined in the Merger Agreement), Shorco became a
wholly-owned subsidiary of the Company. As a result of the Merger, the Shorco
Shareholders, collectively, own approximately 33% of the outstanding Common
Stock of the Company.
At the time of the Merger, Shorco's only assets consisted of unproved oil,
gas and mineral leasehold interests in approximately 20,000 acres in a targeted
area in southern Utah, along with a team of geo-scientists having access to
proprietary "3-D" seismic processing techniques for use in developing a "3-D"
seismic exploration project in such area. Acquisition of additional acreage is
currently underway.
Under the terms of the Merger Agreement, the Company will commit $300,000
to the development of the project, and will increase the membership on its board
of directors from three to five, appointing Messrs. Tiddens and Greene to fill
the board vacancies.
Prior to the Merger, no material relationships existed between Shorco or
the Shorco Shareholders, and the Company, its directors, officers or affiliates.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2. Agreement and Plan of Merger, dated as of February 6, 1998,
between the Company, Shoreline Resource Company, Inc., CWSub,
Inc., F. Robert Tiddens, Cindy L. Stewart and John F. Greene.
99.1 Press release dated January 21, 1998.
99.2 Press release dated February 12, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COLORADO WYOMING RESERVE COMPANY
(Registrant)
Date February 20, 1998 By: /S/ KIM M. FUERST
----------------------------------------
Name: Kim M. Fuerst
Title: President, Chief Executive
Officer, Chief Financial Officer
and Treasurer
EXHIBIT INDEX
Exhibit
No. Description
2. Agreement and Plan of Merger, dated as of February 6, 1998, between
the Company, Shoreline Resource Company, Inc., CWSub, Inc., F. Robert
Tiddens, Cindy L. Stewart and John F. Greene.
99.1 Press release dated January 21, 1998.
99.2 Press release dated February 12, 1998.