-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ch7APdhcoply+a5COm0uzdTlCihEJWbuMmNMII+V8O+Haao3Qeh4uhgkqMVvLJRr QPzkLt3pO7F860Aaz1INxw== 0000927356-00-000337.txt : 20000228 0000927356-00-000337.hdr.sgml : 20000228 ACCESSION NUMBER: 0000927356-00-000337 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000225 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CEC RESOURCES LTD CENTRAL INDEX KEY: 0000933435 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980018241 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-45363 FILM NUMBER: 553848 BUSINESS ADDRESS: STREET 1: 1700 BRAODWAY SUITE 1150 CITY: DENVER STATE: CO ZIP: 80290 BUSINESS PHONE: 3038601575 MAIL ADDRESS: STREET 1: 1700 BRAODWAY SUITE 1150 CITY: DENVER STATE: CO ZIP: 80290 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARBON ENERGY CORP CENTRAL INDEX KEY: 0001096019 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841515097 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1700 BROADWAY SUITE 1150 CITY: DENVER STATE: CO ZIP: 80290-1101 MAIL ADDRESS: STREET 1: 1700 BROADWAY SUITE 1150 CITY: DENVER STATE: CO ZIP: 80290-1101 SC 14D1/A 1 AMENDMENT NO. 2 TO SC 14D-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 2 to SCHEDULE 14D-1 TENDER OFFER STATEMENT (Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934) CEC RESOURCES LTD. (Name of Subject Company) Carbon Energy Corporation (Bidder) Common Stock, No par value (Title of Class of Securities) 124980 10 3 (CUSIP Number of Class of Securities) Patrick R. McDonald Carbon Energy Corporation 1700 Broadway Suite 1150 Denver, CO 80290-1101 (303) 860-1575 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) with copies to: Mark R. Levy, Esq. Holland & Hart LLP 555 Seventeenth Street Suite 3200 Denver, CO 80202 (303) 295-8000 (Continued on following page(s)) Page 1 of 5 pages. Exhibit Index is located on Page 5. SCHEDULE 14D-1 CUSIP NO. 124980 10 3 ----------- - ------------------------------------------------------------------------------ Names of Reporting Persons, 1 S.S. or I.R.S. Identification Nos. Of Above Persons Carbon Energy Corporation - ------------------------------------------------------------------------------ Check the Appropriate Box if a Member of a Group (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC Use Only 3 - ------------------------------------------------------------------------------ Source of Funds* 4 OO - ------------------------------------------------------------------------------ Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [_] 5 - ------------------------------------------------------------------------------ Citizenship or Place of Organization 6 Colorado - ------------------------------------------------------------------------------ Aggregate Amount Beneficially Owned by Each Reporting Person 7 1,483,288 - ------------------------------------------------------------------------------ Check if the Aggregate Amount in Row (7) Excludes Certain Shares 8 (See Instructions) [_] - ------------------------------------------------------------------------------ Percent of Class Represented by Amount in Row (7) 9 97.5%/(1)/ - ------------------------------------------------------------------------------ Type of Reporting Person (See Instructions) 10 CO - ------------------------------------------------------------------------------ _____________ /(1)/ Based on 1,521,400 shares of CEC Resources Ltd. common stock outstanding as of August 31, 1999 as represented to Carbon Energy Corporation by CEC Resources Ltd. Page 2 of 5 pages Carbon Energy Corporation, a Colorado corporation ("Carbon"), hereby amends and supplements its Tender Offer Statement on Schedule 14D-1 filed January 7, 2000 (the "Statement"), as amended by Amendment No. 1 to the Statement filed on January 21, 2000, with respect to the offer (the "Offer") by Carbon to exchange one share of its common stock, no par value, for each outstanding share of common stock, without par value, of CEC Resources Ltd., an Alberta corporation ("CEC"), upon the terms and subject to the condition set forth in the Prospectus dated January 18, 2000. Except as expressly amended or supplemented by this Amendment No. 2, no other changes are made to the Statement as previously amended by Amendment No. 1. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 of the Statement is hereby amended and supplemented as follows: The exchange offer terminated at 5:00 p.m., New York City time, on February 17, 2000. In the exchange offer, Carbon acquired 1,483,288 shares of CEC's common stock which shares represent approximately 97.5% of the currently outstanding shares of CEC common stock. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. **(a)(1) Prospectus dated January 18, 2000. **(a)(2) Form of Letter of Transmittal. **(a)(3) Form of Notice of Guaranteed Delivery. **(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. **(a)(5) Form of Letter to Clients to be used by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. **(a)(6) Form of Letter to DTC Participants Regarding the Tender For Exchange of Shares of Common Stock. **(a)(7) Joint Press Release, dated January 21, 2000, of Carbon Energy Corporation and CEC Resources Ltd. regarding the Offer. (a)(8) Joint Press Release, dated February 18, 2000, of Carbon Energy Corporation and CEC Resources Ltd. regarding expiration of the Offer. **(c)(1) Exchange and Financing Agreement Among Carbon Energy Corporation, CEC Resources Ltd., and Yorktown Energy Partners III, L.P., dated October 14, 1999 (Exhibit 10.3 to Registration Statement No. 333- 89783). **(c)(2) Employment Agreement By and Between CEC Resources Ltd. and Patrick R. McDonald, dated June 30, 1998 (Exhibit 10(a) to Form 8-K of CEC Resources Ltd., dated July 7, 1998). Page 3 of 5 pages **(c)(3) Stock Purchase Agreement by and between McDonald Energy, LLC and CEC Resources Ltd., dated June 24, 1998 (Exhibit 10(b) to Form 8-K of CEC Resources Ltd., dated July 7, 1998). **(c)(4) Restricted Stock Option Agreement, dated July 22, 1999 between CEC Resources Ltd. and Patrick R. McDonald. **(c)(5) Employment Agreement By and Between CEC Resources Ltd. and Kevin D. Struzeski, dated November 16, 1998. **(c)(6) Employee Incentive Share Option Plan (Exhibit 10(c) to Registration Statement No. 33-86996). **(d)(1) Opinion of Holland & Hart LLP, dated January 17, 2000, regarding United States federal income tax consequences of the Offer (Exhibit 8.1 to Registration Statement No. 333-89783). **(d)(2) Opinion of Bennett Jones, dated December 29, 1999, regarding Canadian federal tax consequences of the Offer (Exhibit 8.2 to Registration Statement No. 333-89783). ___________________________ **Previously filed SIGNATURE 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. Date: February 24, 2000 Carbon Energy Corporation By: /s/ Patrick R. McDonald ------------------------------------ Name: Patrick R. McDonald Title: President Page 4 of 5 pages EXHIBIT INDEX Exhibit Number Description of Document ------ ----------------------- **(a)(1) Prospectus dated January 18, 2000. **(a)(2) Form of Letter of Transmittal. **(a)(3) Form of Notice of Guaranteed Delivery. **(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. **(a)(5) Form of Letter to Clients to be used by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. **(a)(6) Form of Letter to DTC Participants Regarding the Tender For Exchange of Shares of Common Stock. **(a)(7) Joint Press Release, dated January 21, 2000, of Carbon Energy Corporation and CEC Resources Ltd. regarding the Offer. (a)(8) Joint Press Release, dated February 18, 2000, of Carbon Energy Corporation and CEC Resources Ltd. regarding expiration of the Offer. **(c)(1) Exchange and Financing Agreement Among Carbon Energy Corporation, CEC Resources Ltd., and Yorktown Energy Partners III, L.P., dated October 14, 1999 (Exhibit 10.3 to Registration Statement No. 333- 89783). **(c)(2) Employment Agreement By and Between CEC Resources Ltd. and Patrick R. McDonald, dated June 30, 1998 (Exhibit 10(a) to Form 8-K of CEC Resources Ltd., dated July 7, 1998). **(c)(3) Stock Purchase Agreement by and between McDonald Energy, LLC and CEC Resources Ltd., dated June 24, 1998 (Exhibit 10(b) to Form 8- K of CEC Resources Ltd., dated July 7, 1998). **(c)(4) Restricted Stock Option Agreement, dated July 22, 1999 between CEC Resources Ltd. and Patrick R. McDonald. **(c)(5) Employment Agreement By and Between CEC Resources Ltd. and Kevin D. Struzeski, dated November 16, 1998. **(c)(6) Employee Incentive Share Option Plan (Exhibit 10(c) to Registration Statement No. 33-86996). **(d)(1) Opinion of Holland & Hart LLP, dated January 17, 2000, regarding United States federal income tax consequences of the Offer (Exhibit 8.1 to Registration Statement No. 333-89783). **(d)(2) Opinion of Bennett Jones, dated December 29, 1999, regarding Canadian federal tax consequences of the Offer (Exhibit 8.2 to Registration Statement No. 333-89783). ___________________________ **Previously filed Page 5 of 5 pages EX-99 2 EXHIBIT (A)(8) JOINT PRESS RELEASE DATED 2/18/00 Exhibit (a)(8) -------------- FOR IMMEDIATE RELEASE - February 18, 2000 Confirmation: Patrick R. McDonald, President CEC Resources Ltd. 303-863-1555 CARBON ENERGY COMPLETES EXCHANGE OFFER FOR CEC RESOURCES SHARES Denver, Colorado, February 18, 2000 - CEC Resources Ltd., Alberta, Canada (AMEX: CGS) and Carbon Energy Corporation announced today that Carbon Energy has completed its offer to exchange shares of Carbon Energy for shares of CEC Resources. Of the 1,521,400 outstanding shares of CEC Resources, 1,483,288 shares, or over 97% of the outstanding shares were exchanged. The exchange offer is the last step in transactions to combine Bonneville Fuels Corporation and CEC Resources. The exchange offer was to exchange each share of CEC Resources for one share of Carbon Energy. The exchange offer expired at 5:00 p.m., Eastern Standard Time, on February 17, 2000. The exchange offer results from the acquisition of Bonneville Fuels, originally proposed by CEC Resources and completed by Carbon Energy. Carbon Energy purchased Bonneville Fuels with equity financing from Yorktown Energy Partners III, L.P. ("Yorktown"). Yorktown purchased 4,500,000 shares of Carbon Energy at a price of $5.50 per share. Bonneville Fuels is currently a subsidiary of Carbon Energy. As a result of the exchange offer, CEC Resources is now a more than 97% owned subsidiary of Carbon Energy. Carbon Energy will have approximately 6,000,000 shares outstanding. Carbon Energy has applied to list its stock on the American Stock Exchange under the trading symbol CRB. Because CEC's stock will no longer meet the requirements for listing on the American Stock Exchange, the American Stock Exchange has commenced proceedings to delist the common stock of CEC Resources. Bonneville Fuels is an oil and gas exploration and production company with working interests in approximately 290 oil and natural gas wells and over 150,000 net acres located in Colorado, Kansas, New Mexico, Texas, and Utah. CEC Resources is an oil and gas exploration and production company with working interests in approximately 66 oil and natural gas wells and over 22,575 net acres located in Alberta and Saskatchewan, Canada. Carbon Energy will seek continued growth through the exploration of existing assets by development of proved reserves, acquisitions of complementary properties, optimization of gathering, compression and processing facilities, exploration for oil and gas potential reserves in core areas, and identification of acquisition opportunities in Canada and the United States. -----END PRIVACY-ENHANCED MESSAGE-----