SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CEC RESOURCES LTD.
(Name of Subject Company)
CEC RESOURCES LTD.
(Name of Person(s) Filing Statement)
COMMON STOCK WITHOUT PAR VALUE
(Title of Class of Securities)
124980 103
(CUSIP Number of Class of Securities)
Patrick R. McDonald
President and Chief Executive Officer
CEC Resources Ltd.
1700 Lincoln Street, Suite 1150
Denver, Colorado 80290-1101
(303) 860-1575
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement)
With a copy to:
Mark R. Levy, Esq.
Holland & Hart LLP
555 Seventeenth Street, Suite 3200
Denver, Colorado 80202
(303) 295-8000
Page 1 of 5 Pages
ITEM 1. Security and Subject Company
The name of the subject company is CEC Resources Ltd., an Alberta
corporation (the "Company"), and the address of the principal executive offices
of the Company is 1700 Lincoln Street, Suite 1150, Denver, Colorado 80290-1101.
The title of the class of equity securities to which this statement relates is
the common stock, without par value, of the Company (the "Common Stock").
ITEM 2. Tender Offer of the Bidder
This statement relates to an offer by Carbon Energy Corporation, a Colorado
corporation (the "Purchaser"), disclosed in a Tender Offer Statement on Schedule
14D-1 dated January 7, 2000, as amended by Amendment No. 1 dated January 19,
2000, (the "Schedule 14D-1"), to exchange one share of the Purchaser's Common
Stock for each outstanding share of the Company's Common Stock, upon the terms
and subject to the condition set forth in the Prospectus dated January 18, 2000
(the "Prospectus") and the related Letter of Transmittal (which together
constitute the "Exchange Offer").
The principal executive offices of the Purchaser are located at 1700
Lincoln Street, Suite 1150, Denver, Colorado 80290-1101.
The Exchange Offer is being made pursuant to an Exchange and Financing
Agreement, dated as of October 14, 1999 (the "Exchange Agreement"), among
Yorktown Energy Partners III, L.P. ("Yorktown"), the Purchaser and the Company.
A copy of the Exchange Agreement is filed as Exhibit 1 to this Schedule 14D-9
and is incorporated herein by reference. The Exchange Agreement is described
under the heading "The Exchange Offer - Description of Exchange Agreement" in
the portions of the Prospectus which makes the Exchange Offer (the
"Prospectus"), and is Exhibit 2 to this Schedule 14D-9.
ITEM 3. Identity and Background
(a) The name and business address of the Company, which is the person
filing this statement, are set forth in Item 1 above.
(b) Certain contracts, agreements, arrangements, and understandings, and
any actual or potential conflicts of interest, between the Company or its
affiliates and (i) the Company's executive officers, directors or affiliates, or
(ii) the Purchaser or its executive officers, directors or affiliates, are
described in the sections entitled "The Exchange Offer - Background of the
Exchange Offer/Exchange Agreement," "The Exchange Offer - Interests of Certain
Persons In The Exchange Offer," "The Exchange Offer - Description of Exchange
Agreement," "The Exchange Offer - Possible Effects of the Exchange Offer," "The
Exchange Offer - Second Step Merger," and "Certain Relationships and
Transactions" in the Prospectus, which are incorporated herein by reference.
Page 2 of 5 Pages
Except as described or incorporated by reference herein, as of the date
hereof, there exists no material contract, agreement, arrangement or
understanding and no material actual or potential conflict of interest between
the Company or its affiliates and (i) the Company's executive officers,
directors or affiliates, or (ii) the Purchaser or its executive officers,
directors or affiliates.
ITEM 4. The Solicitation or Recommendation
The Company's Board of Directors believe that the terms of the Exchange
Offer are fair to and in the best interests of the Company and its shareholders.
In reaching its conclusion to approve the BFC stock purchase agreement, the
Exchange Agreement and the Exchange Offer, the Company's Board consulted with
management, as well as its legal and accounting advisors, and considered the
factors set forth in "The Exchange Offer - CEC's Reasons for Recommending the
Exchange Offer" and "The Exchange Offer-Valuation of CEC and BFC" in the
Prospectus, which information is incorporated herein by this reference.
ITEM 5. Persons Retained, Employed or to be Compensated
Neither the Company nor any person acting on its behalf currently intends
to employ, retain or compensate any other person to make solicitations or
recommendations to security holders on its behalf concerning the Exchange Offer.
ITEM 6. Recent Transactions and Intent with Respect to Securities
(a) No transactions in shares of the Company's Common Stock have been
effected during the past 60 days by the Company, or, to the best of the
Company's knowledge, by any executive officer, director, affiliate, or
subsidiary of the Company.
(b) The directors and executive officers of the Company who own, in the
aggregate, 580,346 Shares of the outstanding Common Stock, representing
approximately 38.1% of the Company's outstanding shares, have stated they
intend to accept the Exchange Offer.
ITEM 7. Certain Negotiations and Transactions by the Subject Company
(a) Except as described in Items 3 and 4 of this Schedule 14D-9, and as
described in the Prospectus in the sections entitled "The Exchange Offer -
Possible Effects of the Exchange Offer" and "The Exchange Offer--Second Step
Merger," which are incorporated herein by reference, the Company is not now
engaged in any discussions or negotiations in response to the Exchange Offer
which relate to, or would result in, (i) an extraordinary transaction such as a
merger or reorganization involving the Company or any subsidiary of Company,
(ii) a purchase, sale or transfer of a material amount of assets by Company or
any subsidiary of Company, (iii) a tender offer for or other acquisition or
securities by, or of, Company, or (iv) any material change in the present
capitalization or dividend policy of Company.
Page 3 of 5 Pages
(b) Except as described in Items 3 and 4 of this Schedule 14D-9, and as
described in the Prospectus in the section entitled "The Exchange Offer--Second
Step Merger" which is incorporated herein by reference, there are no
transactions, board resolutions, agreements in principle or signed contracts in
response to the Exchange Offer which relate to or would otherwise result in one
or more of the matters referred to in paragraph (a) of this Item 7.
ITEM 8. Additional Information to be Furnished
Not applicable.
ITEM 9. Material to be Filed as Exhibits
* Exhibit 1 - Exchange and Financing Agreement, dated October 14, 1999, among
Yorktown Energy Partners III, L.P., CEC Resources Ltd. And Carbon Energy
Corporation (incorporated by reference to Exhibit 10.3 to Registration Statement
No. 333-89783).
Exhibit 2 - Portions of Prospectus, dated January 18, 2000, of Carbon
Energy Corporation.
Exhibit 3 - Letter of the President of CEC Resources Ltd. regarding the
Exchange Offer.
Exhibit 4 - Joint Press Release, dated January 21, 2000, of Carbon Energy
Corporation and CEC Resources Ltd. regarding the Exchange Offer.
After due 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.
_________________________
* Previously filed
CEC RESOURCES LTD
Dated: January 19, 2000 By: /s/ Patrick R. McDonald
---------------------------------
Patrick R. McDonald, President and
Chief Executive Officer
Page 4 of 5 Pages
Exhibit Index
* Exhibit 1 Exchange and Financing Agreement, dated October 14, 1999, by
and among Yorktown Energy Partners III, L.P., CEC Resources
Ltd., and Carbon Energy Corporation (incorporated by reference
to Exhibit 10.3 to Registration Statement No. 333-89783)
Exhibit 2 Portions of Prospectus, dated January 18, 2000 of
Carbon Energy Corporation
Exhibit 3 Letter of the President of CEC Resources Ltd. regarding the
Exchange Offer
Exhibit 4 Joint Press Release, dated January 21, 2000, of Carbon Energy
Corporation and CEC Resources Ltd. regarding the Exchange
Offer.
________________________
* Previously Filed
Page 5 of 5 Pages