UNITED STATES
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) June 10, 1996
Commission file number 0-16734
C.E.C. INDUSTRIES CORP.
(Exact name of registrant as specified in charter)
Nevada 87-0217252
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
23 Cactus Garden Drive, F-60
Green Valley (Henderson), Nevada 89014
(Address of Principal Executive Office) (Zip Code)
(702) 893-4747
(Registrant's Telephone Number, Including Area Code)
Copies To:
Gerald Levine
President
23 Cactus Garden Drive, F-23
Henderson, Nevada 89014
(702)893-4747
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C.E.C. Industries Corp. Page 2
Item No 1 Changes in Control of Registrant.
No events to report.
Item No. 2. Acquisition or Disposition of Assets.
The Board of Directors of the Company have signed a Mutual Release and Hold
Harmless Agreement, with it's subsidiary Moonridge Development Corp. And DSM
Golf Enterprises, Inc. and Charles McHaffie. This agreement released the
Company's interest in Moonridge Development Corp.
The Company regained title to all the lands owned by Moonridge Development
Corp., and retained its 24.5% interest in the Victory Village Partnership.
Item No. 3. Bankruptcy or Receivership.
No events to report.
Item No. 4. Changes in Registrant's Certifying Accountant.
No events to report.
Item No. 5. Other Events.
No events to report.
Item No. 6. Resignation of Registrant's Directors.
No events to report.
Item No. 7. Financial Statements, Proforma Financial Information and Exhibits.
Exhibit - Mutual Release and Hold Harmless
Exhibit - Assignment of Partnership Interests and Bill of Sale
Exhibit - Assignment and Bill of Sale
Exhibit - Proforma Balance Sheet
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C.E.C. Industries Corp. Page Three
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
C.E.C. Industries Corp.
By: /s/Gerald Levine Dated: November 29, 1996
Gerald Levine, President
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MUTUAL RELEASE AND HOLD HARMLESS
It is agreed between the parties hereto, CEC INDUSTRIES, INC. ("CEC"),
MOONRIDGE DEVELOPMENT CORP. ("MOONRIDGE") and DSM GOLF
ENTERPRISES, INC. ("DSM, including CHARLES McHAFFIE, its agent), who
mutually agree as follows:
1. In consideration of the execution of this Release by all parties, EACH
PARTY hereto agrees to RELEASE AND FOREVER DISCHARGE the other
parties, and each of them and their Affiliates (including, but not limited to
the agents, representatives, officers (in their individual and corporate
capacities), employees, brokers, attorneys, accountants, servants, masters,
spouses, partners, affiliated and related entities, stockholders, directors,
advisors, consultants, heirs, administrators, executors, successors and
assigns, individually and collectively, jointly and severally) and to
extinguish their mutual and/or exclusive rights and claims (arising from their
disputes and differences as to the rights, duties and obligations they may
now or hereafter have with each other, and from any and all past, present,
further and future claims, demands, expenses, costs, injuries, losses,
charges, assessments, liens, lawsuits and/or causes of action that each may
or might have against the others and their successors wether known or
unknown, fixed or contingent, disclosed or not, foreseen or unforeseen,
patent or latent, by reason of the payment of nonpayment of funds,
disclosures and failures to disclose, representations and misrepresentations,
warranties and breaches of warranties, regarding VICTORY VILLAGE
ASSOCIATES, LTD. III, the VICTORY VILLAGE APARTMENTS, MISSION
VALLEY MINI-STORAGE, the MESA property, the operation and business of
CEC and MOONRIDGE to this date, and each party agrees that any claim it may
have had is paid, discharged and satisfied in full by the execution of this
Release.
2. Each party understands that there is a risk that, subsequent to the
execution of this Release, it may suffer or incur a loss, damage and/or
expense which is in some way related hereto, but to it was unknown,
unanticipated and/or incapable of being ascertained at the time this
Agreement is signed, and that said loss, damage and/or expense is far more
serious than any party may have expected.
3. This Release shall control, even if it is often stated that "A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release which if
known by him must have materially affected his settlement with the debtor",
and shall be a full and final settlement of said dispute, claim, or cause of
action, past, present or future. This Release shall act as a full and final
release of future claims that may arise from the above-mentioned dispute
wither such claims are currently known, unknown, foreseen, unforeseen,
disclosed or undisclosed. The parties understand and acknowledge the
significance and consequence of such specific waiver and hereby ASSUME FULL
RESPONSIBILITY for any injuries, damages, losses, or liability that they may
hereafter incur from the above-specified dispute.
4. Additionally, each party agrees to INDEMNIFY and to hold the others SAFE
AND HARMLESS from any claims, demands, expenses, costs, injuries, losses,
charges, assessments, liens, lawsuits and/or causes of action including
attorneys fees, arising out of the matters set forth herein, and this Release
as it is implemented.
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5. If it becomes necessary to commence legal action to implement and
enforce the terms of this Release, the prevailing party in said action shall
be awarded reasonable attorney's fees and Court Costs, including fees and
costs of appeal, as well as any other cost reasonable related thereto.
READ CAREFULLY BEFORE SIGNING
CEC INDUSTRIES, INC.
Dated: 5/30/96 /s/ Gerry Levine
By GERRY LEVINE, President
signed
By MARIE LEVINE, Secretary
DSM GOLF, INC.
Dated: 5/29/96 /s/ Charles McHaffie
By CHARLES McHAFFIE, Agent
MOONRIDGE DEVELOPMENT
CORP.
Dated: 5/29/96 /s/Scott L. Johnson
By SCOTT L. JOHNSON, President
Dated: 5/29/96 /s/Michael Schirmer
By MICHAEL SCHIRMER, Secretary
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ASSIGNMENT OF PARTNERSHIP INTERESTS
And BILL OF SALE
MOONRIDGE DEVELOPMENT CORP., for consideration given and received, does
hereby grant and assign to CEC INDUSTRIES, INC. All of Moonridge's right, title
and interest in and to the limited partnership interest of 24.5% of the VICTORY
VILLAGE ASSOCIATES, LTD. III. This document constitutes a Bill of Sale for the
afore-described property. This assignment is irrevocable, but is assignable.
MOONRIDGE DEVELOPMENT
CORP.
Dated: 5/29/96 /s/Scott L. Johnson
By SCOTT L. JOHNSON, President
Dated: 5/29/96 /s/Michael Schirmer
By MICHAEL SCHIRMER, Secretary
NOTARY
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ASSIGNMENT and BILL OF SALE
CEC INDUSTRIES, INC. ("CEC"), for consideration given and received, does hereby
grant and assign to PRAETORIAN, INTL., LTD., or its assignee, all of its
right, title and interest in and to 75% of the outstanding common stock of
MOONRIDGE DEVELOPMENT CORP. As existed as of March 31, 1996. This document
constitutes a Bill of Sale for the afore-described property. This assignment is
irrevocable, but is assignable.
CEC INDUSTRIES, INC.
Dated: 5/30/96 /s/Gerry Levine
By GERRY LEVINE, President
Dated: 5/30/96 /s/Marie Levine
By MARIE LEVINE, Secretary
NOTARY
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C.E.C. INDUSTRIES CORP.
PROFOMA CONSOLIDATED BALANCE SHEETS
ASSETS
June 30,
1996
CURRENT ASSETS $ 204,117
PROPERTY, PLANT AND EQUIPMENT: 33,184
INVESTMENT IN UNDEVELOPED REAL ESTATE 2,628,161
OTHER ASSETS: 6,101,147
TOTAL ASSETS $8,965,609
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30,
1996
ACCOUNTS PAYABLE $ 126,030
NOTES PAYABLE 1,680,623
LINE OF CREDIT 0
OTHER CURRENT LIABILITIES 544,830
SHAREHOLDER'S EQUITY 6,614,126
TOTAL LIABILITIES AND EQUITY $8,965,609
Prepared Without Audit
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