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. 2)
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 3 Pages
The purpose of this Amendment No. 2 is to add an additional exhibit. This
Amendment No. 2 makes no other changes to Amendment No. 1 to this Schedule 14D-9
as previously filed.
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.
Exhibit 5 - Followup Letter dated February 2, 2000 of the President of 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: February 3, 2000 By: /s/ Patrick R. McDonald
---------------------------------
Patrick R. McDonald, President and
Chief Executive Officer
Page 2 of 3 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.
Exhibit 5 Followup Letter dated February 2, 2000 of the President of CEC
Resources Ltd. regarding the Exchange Offer.
________________________
* Previously Filed
Page 3 of 3 Pages