UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CEC RESOURCES LTD.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
124980-10-3
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(CUSIP Number)
Frederick R. Cummings, Jr., Esq.
Warshaw Burstein Cohen
Carl Seaman Schlesinger & Kuh, LLP
250 Park Avenue, Suite 2030 555 Fifth Avenue
New York, New York 10017 New York, New York 10017
(212) 972-1818 (212) 984-7700
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(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 8, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: |_|
Check the following box if a fee is being paid with the statement: |_|
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CUSIP No. 124980-10-3
1. Name of Reporting Person Carl Seaman
S.S. or I.R.S. Identification No.
of Above Person
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2. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
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3. SEC Use Only
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4. Source of Funds PF
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5. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) [ ]
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6. Citizenship or Place of Organization United States
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7. Sole Voting 203,009
Power
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Number of Shares 8. Shared Voting
Beneficially Owned Power
by Reporting --------------------------------------------------
Person With 9. Sole 203,009
Dispositive
Power
--------------------------------------------------
10. Shared
Dispositive
Power
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11. Aggregate Amount Beneficially
Owned By Each Reporting Person 203,009
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12. Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by
Amount in Row (11) 12.8%
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14. Type of Reporting Person IN
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Page 2 of 6 Pages
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This Amendment No. 1 to the Schedule 13D of Carl Seaman relating to his
beneficial ownership of securities of CEC Resources Ltd. is filed to report his
acquisition of 25,000 additional shares of Common Stock. Since this is the first
EDGAR filing relating to Mr. Seaman's interest in these securities, the entire
text of Schedule 13D responses is included in this Amendment No. 1.
Item 1. Security and Issuer.
This Statement relates to the Common Stock of CEC Resources Ltd. (the
"Common Stock"), a corporation organized under the laws of the Province of
Alberta, Canada (the "Issuer"). The Issuer's principal executive offices are
located at 700 - 6th Avenue S.W., Suite 1605, Calgary, Alberta, Canada T2P 0T8.
Item 2. Identity and Background.
(a) Name: Carl Seaman
(b) Address: 63 Hunting Ridge Road, Greenwich, CT 06831.
(c) Mr. Seaman is a private investor. His office address is 250 Park
Avenue, Suite 2030, New York, New York 10017.
(d) During the last five years, Mr. Seaman has not been convicted in
a criminal proceeding.
(e) During the last five years, Mr. Seaman was not a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which subjected Mr. Seaman to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws
or finding any violations with respect to such laws.
(f) Mr. Seaman is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Seaman acquired 178,009 of the shares of Common Stock to which this
Statement relates (the "Shares") on February 24, 1995 and March 15, 1995, upon
the exercise of subscription
Page 3 of 6 Pages
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rights to purchase Common Stock issued to shareholders of Columbus Energy Corp.
The aggregate consideration paid by Mr. Seaman for such Shares was $555,779.25.
On November 8, 1996, Mr. Seaman acquired an additional 25,000 Shares (the
"Additional Shares") from the Issuer in a private placement. The aggregate
consideration paid by Mr. Seaman for the Additional Shares was $131,250.00 The
source of all such payments was Mr. Seaman's personal funds.
Item 4. Purpose of the Transaction.
Mr. Seaman acquired the Shares and the Additional Shares for investment
purposes. Mr. Seaman intends to review his investment in the Issuer on a
continuing basis and may, depending on his evaluation of the Issuer's business
and prospects and upon future developments, determine to increase, decrease or
continue to hold, his investment in the Issuer.
Except as set forth above, Mr. Seaman does not have any plans or proposals
which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer or
the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its securities;
(c) a sale or transfer of a material amount of the assets of the Issuer;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of
the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
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(h) causing a class of the securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Seaman may be deemed to be the beneficial owner of 203,009 shares
of Common Stock, representing approximately 12.8% of the issued and outstanding
shares of Common Stock (based on 1,589,000 shares of Common Stock outstanding as
of February 28,1997), consisting of:
(i) 137,252 shares of Common Stock owned directly by Mr. Seaman; and
(ii) 65,757 shares of Common Stock owned directly by Carl &
Associates, a partnership of which Mr. Seaman holds an 80% equity ownership
interest and his two adult children hold the remaining 20% equity ownership
interests. Mr. Seaman possesses the sole power to vote and to dispose of
the shares held by Carl & Associates. Mr. Seaman disclaims beneficial
ownership of 13,151 (or 20%) of the 65,757 Common Shares held by Carl &
Associates.
Mr. Seaman's beneficial ownership set forth above does not include 2,032
shares of Common Stock owned directly by his wife, or 14,725 shares owned
directly by his adult children, as to which Mr. Seaman disclaims beneficial
ownership.
(b) Mr. Seaman has sole power to vote and to dispose of 203,009 shares of
Common Stock.
(c) Mr. Seaman has not engaged in any transactions in the shares of Common
Stock of the Issuer during the 60 days preceding the date of this statement.
Page 5 of 6 Pages
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Item 7. Material to be Filed as Exhibits.
Exhibit A - Partnership Agreement of Carl & Associates--Incorporated by
reference from Exhibit A to Schedule 13D of Carl Seaman
relating to Siskon Gold Corporation, filed with the Securities
and Exchange Commission on October 2, 1991.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, correct and
complete.
Dated: March 24, 1997
/s/ Carl Seaman
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Carl Seaman
Page 6 of 6 Pages
