<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________ to ____________________
Commission file number 1-13630
-------
CEC RESOURCES LTD
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Alberta, Canada 98-0018241
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1605, 700 6th Ave., S.W.
Calgary, Alberta, Canada T2P 0T8
---------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (403) 265-7605
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, (no par value) American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No _______
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock excluding shares held by persons
who may be considered affiliates of the registrant as of January 31, 1999 is
$4,215,000.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of January 31, 1999.
Outstanding at
Class January 31, 1999
----- ----------------
Common Stock, no par value 1,532,400 shares
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
CEC RESOURCES LTD.
ANNUAL REPORT ON
FORM 10-K/A
AMENDMENT NO. 1
FOR YEAR ENDED NOVEMBER 30, 1998
PART III
--------
Item 10. Directors and Executive Officers of the Registrant.
- -------------------------------------------------------------
DIRECTORS
The Board of Directors of CEC Resources Ltd. (the "Company") currently
consists of six members: James C. Crawford, Q.C., Loyola G. Keough, Patrick R.
McDonald, Craig W. Sandahl, Harry A. Trueblood, Jr., and Peter N.T. Widdrington.
Each of them is a nominee for election as a director at the Company's 1999
Annual Meeting scheduled to be held on May 18, 1999 or any adjournment thereof.
The term of office of all nominees, if elected, will commence on their election
and will continue until the annual meeting in 2000 or until their successors are
duly elected and qualified.
If any nominee becomes unable to serve as a director before the annual
meeting, the persons authorized by the proxy will vote in their discretion for
the election of another person for such office. The Board of Directors has no
reason to believe that any nominee will decline or become unable to serve before
the 1999 annual meeting.
Certain information as to each director of the Company is set forth in the
table below and in the paragraphs below. The information appearing in the table
below has been furnished to the Company by the nominees.
<TABLE>
<CAPTION>
Name of Nominees for Director, Principal Occupation and Five First Became
Year Biographical Information Age Director in
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
James C. Crawford, Q.C. 64 1995
Director. Mr. Crawford has been a partner in the law firm McDonald
Crawford, Calgary, Alberta, and is Chairman of the Board of
Directors of Belfast Petroleum Inc.
Loyola G. Keough 42 1998
Director. Mr. Keough has been a partner in the law firm Bennett
Jones, Calgary, Alberta. He is a Director of WBI Canadian Pipeline
Ltd. and Interenergy Sheffield Processing Company (Canada) Ltd.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
Patrick R. McDonald 42 1998
Director. Mr. McDonald has been President and Chief Executive
Officer of Resources since July 1998. From 1987 until 1997 Mr.
McDonald was Chairman and President of Interenergy Corporation,
Denver, Colorado. Since January 1998, he has been the sole member
of McDonald Energy, LLC. Mr. McDonald is a Petroleum Geologist.
Craig W. Sandahl 71 1995
Director. Mr. Sandahl is a private investor in the oil and gas and
banking industries. He is a member of the Board of Directors of the
Chief Executives Organization.
Harry A. Trueblood, Jr. 73 1972
Director. Mr. Trueblood was President and Chief Executive Officer of
Resources from 1972 until July 1998. Mr. Trueblood has served as
Chairman, President and CEO of Columbus Energy Corp., since 1982 and
was a founder and former President and/or Chairman and CEO of
Consolidated Oil and Gas, Inc., the former parent of both Columbus
Energy Corp. and Resources, from 1958 to 1988. He is a member and
former Director of the Chief Executives Organization.
Peter N.T. Widdrington 68 1995
Director. Mr. Widdrington is a Director of Canadian Imperial Bank of
Commerce, Laidlaw Inc., SNC-Lavalin Group Inc., Talisman Energy Inc.
and Radiology Corporation of America Inc. He is a member of the
Board of Directors and former President of the Chief Executives
Organization.
</TABLE>
ADDITIONAL INFORMATION
On June 30, 1998, Resources entered into a Stock Purchase Agreement (the
"Agreement") with McDonald Energy, L.L.C. ("McDonald"), a Colorado limited
liability company solely owned by Patrick R. McDonald, currently a director,
President and Chief Executive Officer of Resources, pursuant to which McDonald
acquired 70,000 shares of newly issued common stock of the Company representing
approximately 4.5% of the outstanding shares of common stock (after taking into
account the newly-issued shares) for U.S. $5.50 per share. In connection with
the Agreement, McDonald was granted a one-year option to purchase 250,000 shares
of common stock at U.S. $6.00 per share and the right to nominate a Canadian
resident as a director to stand for election at the August 5, 1998 Shareholders'
Meeting. Mr. Loyola Keough was that nominee and was elected as a director at
last year's annual meeting.
The Agreement further provided that McDonald and/or its designee was to use
its commercially reasonable efforts, subject to compliance with applicable
securities laws and acceptable market conditions, to acquire in open market
transactions up to 250,000 shares of the Company's common stock during the 60-
day period following June 30, 1998. If McDonald was unable to acquire that
number of shares during that period, it had the right, but not the obligation,
during the five-day period immediately thereafter to request the Company to sell
a number of newly-issued shares of common stock equal to the difference between
250,000 and the number of shares of common stock acquired by McDonald in market
transactions, for U.S. $5.75 per share. Through CEC Resources Holdings, LLC,
McDonald acquired 73,800 shares on the open market and did not request the
Company to sell additional shares.
Pursuant to the Agreement, Mr. Trueblood resigned as President and Chief
Executive Officer as of July 1, 1998, and Mr. McDonald was elected to fill those
vacancies. Mr. Trueblood continued to serve as Chairman through the 1998 Annual
Meeting of Shareholders on August 5, 1998 at which time Mr. Trueblood
3
<PAGE>
stood for reelection as a director but not as Chairman.
In addition, the Agreement provides for potential changes in the Board of
Directors. At such time as McDonald (i) has exercised the option to acquire
250,000 shares at U.S. $6.00, or (ii) if the Company acquires entities or assets
having a market value equal to or greater than Resources' value on June 30,
1998, McDonald may require that two of the current directors (other than the
directors nominated by McDonald) resign and then nominate two qualified persons
to fill those vacancies, unless one or both those vacancies have previously been
filled by representatives of the acquired companies, in which case such right to
nominate is reduced or terminated.
EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is certain information concerning the executive officers of
the Company, each of whom has served at the pleasure of the Board of Directors
since the last annual meeting. Biographical information concerning Mr. McDonald
is set forth above.
<TABLE>
<CAPTION>
Name of Officer, Position with Resources and
Five Year Biographical Information Age
- ----------------------------------------------------------------------------------------------
<S> <C>
Richard C. Frantz 43
Vice President-Business Development of Resources since November 1998.
Mr. Frantz was Vice President, KN Energy, from 1997 to 1998; Vice
President, Interenergy Corporation, from 1996 to 1997; Vice
President, Premier Enterprises, an energy company, from 1988 to 1996.
Patrick R. McDonald - President and Chief Executive Officer. 42
Robert R. Morrison 36
Vice President - Engineering and Operations of Resources since
December 1998. Prior to joining CEC, Mr. Morrison was employed as
Senior District Engineer for Tarragon Oil and Gas Limited from 1993
to 1998.
Kevin D. Struzeski 40
Chief Financial Officer, Treasurer and Secretary for Resources since
November, 1998. Mr. Struzeski was employed as Accounting Manager,
MediaOne Group from 1997 to 1998 and prior to that he was employed
as Controller, Interenergy Corporation from 1995 to 1997 and
Accounting Manager, Snyder Oil from 1993 to 1995.
</TABLE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who
beneficially own more than 10% of the outstanding shares of the Company's common
stock, to file with the SEC initial reports of ownership and reports of changes
in ownership of the Company's common stock and other equity securities. Such
persons are required to furnish the Company with copies of all Section 16(a)
reports they file. Based on its review of the copies of such reports received by
it, the Company believes that all such reports were timely filed in fiscal 1998
except that Carl Seaman filed a late Form 4 in February 1999 regarding 10
purchases of 14,200 shares occurring from October 1997 through June 1998; these
purchases would have otherwise been set forth in six Form 4 reports.
Item 11. Executive Compensation.
- ---------------------------------
4
<PAGE>
DIRECTORS REMUNERATION AND COMMITTEE ASSIGNMENTS
At each annual organizational meeting, the Board of Directors elects
officers and approves the compensation and committee assignments for directors
for the ensuing year. During the August 5, 1998 meeting, the Board of Directors
adopted the following policy to be effective until amended:
Each director of Resources who is neither an officer nor an employee will
be paid an annual director's fee of Cdn $400 per quarter plus Cdn $700 per
meeting for attendance at all regular and special meetings of the Board of
Directors.
In 1998, each non-employee director was granted a 6,000 share, three-year
stock option except for Mr. Keough who was granted a 10,000 share, five-year
option. No options were granted in 1997. In 1996, each non-employee director
was granted a 10,000 share, three-year stock option. The exercise price for all
director stock options is the fair market value of the Company's Common Stock on
the date of the grant.
During fiscal 1998, Messrs. Crawford, Keough, Sandahl and Widdrington
served on the Audit Committee. The principal duties of the Audit Committee are
to recommend to the Board of Directors the engagement and discharge of the
independent auditors; review with management and the independent auditors the
type of services to be performed by the independent auditors, their performance
and their fees; review the scope of the audit; consider comments by the auditors
regarding internal controls and accounting procedures, as well as management's
response to those comments; and review the adequacy of the Company's system of
internal accounting controls. The Audit Committee met once during fiscal 1998
and again in March 1999.
The Company did not have a Compensation Committee or other Board committee
performing equivalent functions during fiscal 1998. For fiscal 1999, Messrs.
Crawford and Keough have been appointed to serve on a Special Committee, the
principal duties of which are to recommend to the Board of Directors, for their
approval, compensation of executive officers and recommend Director committee
assignments.
The Board of Directors held four meetings during fiscal 1998. Each
director attended at least 75% of the aggregate of the meetings of the Board of
Directors as well as the Audit Committee, if appropriate, during the last fiscal
year except that Mr. Keough (who was elected to the Board in August 1998)
attended one of the two Board meetings held while he was a director in fiscal
1998.
EXECUTIVE COMPENSATION
The Company entered into a written agreement in 1995 with Columbus Energy
Corp. ("Columbus") to provide management services until new management was
retained, either by merger, acquisition or direct employment. The Company paid
no direct cash compensation to the officers of Columbus for the period that they
served as officers of Resources. The Company was charged by Columbus on a
monthly basis for the specific time each Columbus officer or employee devoted to
the Company. See "Certain Relationships and Related Transactions" in Item 13
below. As a result of Mr. McDonald's investment in the Company and the election
of new executive officers in fiscal 1998, the management agreement with Columbus
was terminated in March 1999.
The following table depicts information regarding the annual and long-term
compensation paid during each of the last three years to the Company's President
and Chief Executive Officer, who is the only executive officer to earn in excess
of U.S. $100,000 in salary and bonus in fiscal 1998.
SUMMARY COMPENSATION TABLE
5
<PAGE>
<TABLE>
<CAPTION>
Long Term Compensation
Name and Principal Number of Securities
Position Fiscal Year Salary (U.S. $) Bonus (U.S. $) Underlying Options Granted
- ------------------ ----------- --------------- -------------- --------------------------
<S> <C> <C> <C> <C>
Patrick R. McDonald, 1998 $ 50,000(1) 0 78,000
President
</TABLE>
- --------------------------------------------------------------------------------
(1) Appointed July 1, 1998
STOCK OPTION GRANTS AND EXERCISES
On October 27, 1994, the Company adopted an Employee Incentive Share Option
Plan (the "Plan"). The Plan is administered by the directors of the Corporation
or by a committee appointed by the Board of Directors of the Company. The Plan
authorizes the committee to grant options for up to 300,000 shares of the
Company's common stock. The shares are to be issued out of the Company's
authorized and unissued shares and will be issued as fully paid and non-
assessable. Also, the number of Resources shares so reserved for issuance or
subject to an option under the Plan to any one person may not exceed 5% of the
number of Resources shares which are outstanding at the time of the granting of
the option.
Options may be granted to officers, directors and regular full and part-
time employees of the Company and majority-owned subsidiaries. Options may be
exercised starting one year after grant. The option term cannot be less than
one year or more than five years from the date the option is granted. The
option price may not be less than 100% of the fair market value of the last
trading price on the date the option is granted.
The following table sets forth information concerning individual grants of
stock options made during fiscal 1998 to the Company's President and Chief
Executive Officer. The stock options were granted at the market price on the
date of grant.
OPTION GRANTS IN FISCAL 1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Potential Realisable
Value at Assumed Annual
Number of Rates of Stock Price
Securities % of Total Appreciation for
Underlying Options Granted Option Term (2)
Options to Employees in Exercise Price Expiration 5% 10%
- ------------------------------------------------------------------------------------------------------------------
Name Granted (1) Fiscal Year (U.S. $/Share) Date (U.S.$) (U.S.$)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Patrice R. McDonald 78,000 66.1 $ 5.50 7/1/03 $145,902 $331,000
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Options granted at the closing price of the Company's common stock on the
date of the grant.
(2) These columns present hypothetical future realizable values of the options,
obtainable upon exercise of the options net of the option's exercise price,
assuming that the market price of the Company's common stock appreciates at
a 5% and 10% compound annual rate over the term of the options. The 5% and
10% rates of market price appreciation are presented as examples pursuant
to rules of the SEC and do not reflect management's prediction of the
future market price of the Company's common stock. No gain to the
optionees is possible without an increase in the market price of the common
stock above the option price. There can be no assurance that the potential
realizable values shown in this table will be achieved. The potential
realizable values presented are NOT intended to indicate the value of the
options.
No options were exercised by the Company's President and Chief Executive
Officer during fiscal 1998. The following table summarizes information with
respect to the value of that officer's unexercised stock options
6
<PAGE>
at November 30, 1998:
<TABLE>
<CAPTION>
Number of Securities In-the-Money
Underlying Unexercised Value of Unexercised
Options at Year End Options at Year End (2)
- ----------------------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Patrick R. McDonald 0 78,000(1) 0 0
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) These options become exercisable on July 1, 1999.
(2) The in-the-money value of unexercised options is equal to the excess of the
per share market price of the Company's stock at November 30, 1998 over the
per share exercise price multiplied by the number of unexercised options.
However, the per share exercise price was higher than the market price of
the Company's stock at fiscal year end.
INSIDER PARTICIPATION IN COMPENSATION MATTERS
During fiscal 1998, the Company had no compensation committee of its Board
of Directors. Decisions as to the compensation of Patrick R. McDonald who
became President, Chief Executive Officer and director on July 1, 1998, as well
as two executive officers hired during the fourth quarter of the 1998 fiscal
year, were determined by the Board of Directors.
Mr. McDonald participated as a director in determining the compensation of
the two executives during the 1998 fiscal fourth quarter. Harry A. Trueblood,
Jr. was President and Chief Executive Officer of the Company until July 1, 1998
and a director throughout the 1998 fiscal year and also participated in the
determination of the executive compensation of each of the above-mentioned
executive officers. See also "Executive Compensation" and "Certain
Relationships and Related Transactions" regarding Mr. Trueblood and Columbus.
REPORT OF BOARD ON EXECUTIVE COMPENSATION
Prior to July 1, 1998, all management services were provided to the Company
by Columbus under a management agreement. On July 1, 1998, Patrick R. McDonald
became President and Chief Executive Officer of the Company. In November and
December, 1998, Mr. McDonald and the Board of Directors of the Company added
three other executive officers to the Company's management team. The management
agreement with Columbus was terminated in March, 1999.
The goal of the Board of Directors with respect to the compensation of
executive officers is to develop a program which attracts, retains and motivates
the executive officers. The Board also seeks to align the interests of the
executives with the success of the Company. In order to do so, the Board of
Directors believes that the Company should (1) pay competitive salaries, (2)
establish a performance bonus plan in order to provide short-term incentives
relating to the performance of the individual and the Company, and (3) provide
long-term incentives consisting of stock or stock options to tie the executive
officers to the long-term economic interests of the Company. The Board of
Directors intends to adopt a performance bonus plan for executive officers. The
Company has in place an Employee Incentive Share Option Plan.
Mr. McDonald's salary in fiscal 1998 and stock options for his services as
President and Chief Executive Officer were determined in accordance with an
employment agreement into which the Company and Mr. McDonald entered at the time
of Mr. McDonald's acquiring shares of the Company and becoming the President,
Chief Executive Officer and a director of the Company. The employment agreement
was the result of arm's length negotiations. It set forth the base annual
salary of Mr. McDonald and provided for the grant of an employee stock option
for 78,000 shares. The Board intended the base salary to be competitive and to
reflect the
7
<PAGE>
experience of Mr. McDonald, his responsibilities at the Company, and the size
and complexities of the Company's business. The stock options granted to
McDonald were part of the existing Employee Incentive Share Option plan designed
to attract and retain officers, directors and other key employees.
The Company believes that the limitation on the deductibility of
compensation for United States federal income tax purposes under Section 162(m)
of the Internal Revenue Code does not apply to the fiscal 1998 compensation of
the Company's executive officers. Any such limitation would be a factor in
deciding future compensation.
BOARD OF DIRECTORS
James C. Crawford
Loyola G. Keough
Patrick R. McDonald
Craig W. Sandahl
Harry A. Trueblood, Jr.
Peter N.T. Widdrington
EMPLOYMENT AGREEMENT
On June 30, 1998, the Company also entered into a three-year employment
contract with Mr. McDonald, effective as of July 1, 1998, which provides for a
base salary of U.S. $120,000 per year along with other usual benefits such as
medical and dental coverage and industry-related dues and subscriptions. The
employment contract with Mr. McDonald provides for the ability of either the
Company or Mr. McDonald to terminate the contract if there is a change in
control of the Company. Change in control includes (1) the acquisition by a
party of 50% or more of the combined voting power of the Company's outstanding
shares within a 12-month period, or (2) the acquisition of the Company by
merger, sale or purchase of assets, liquidation or other means as a result of
which existing stockholders of the Company own less than 50.1% of the surviving
entity, or (3) there is a change in more than a majority of the Company's Board
of Directors as a result of a transaction or proxy contest with a third party
unaffiliated with Mr. McDonald and not endorsed by Mr. McDonald. In the event
of a change in control not supported by a majority of the Company's then
existing Board of Directors, Mr. McDonald is to be paid 400% of his
"Compensation" upon termination of the employment agreement. In the event of a
change in control supported by the then existing Board of the Company, Mr.
McDonald is to be paid 200% of his "Compensation" upon termination of the
employment agreement. For this purpose, the term "Compensation" means the
average of Mr. McDonald's annual base pay salary and bonuses for two years prior
to the termination date (or such lesser period of employment), prorated to be a
monthly amount, multiplied by the remaining months during the three-year term of
employment contract (or multiplied by 12 if the initial three year term has
expired). In addition, any incentive awards become 100% vested upon the
occurrence of a change in control. As part of the compensation stated in his
employment contract, Mr. McDonald was also granted options to acquire 78,000
shares of Resources' common stock. See "Stock Option Grants and Exercises".
Mr. McDonald may also present to the Board for approval in its discretion, a
proposed incentive compensation benefit plan for officers and key employees.
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The Company has prepared, in accordance with rules of the SEC, a line graph
comparing the yearly percentage change in the cumulative total shareholder
return on the Company's common stock with the cumulative total return of the
American Stock Exchange Market Value Index and the Dow Jones Secondary Oil Index
from March 10, 1995, the first day of trading, to November 30, 1998, as set
forth below. The graph assumes the value of the investment in Resources' common
stock and each index as $100 on March 10, 1995, and that all dividends (of which
there were none by the company) were reinvested.
The Stock Price Performance Graph below shall not be deemed incorporated by
reference into any
8
<PAGE>
filing by the Company under the Securities Exchange Act of 1933 or the
Securities Act of 1934, except to the extent that the Company specifically
incorporates this information by reference and shall not otherwise be deemed
filed under such acts.
[STOCK PRICE PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
3/10/95 11/30/95 11/30/96 11/30/97 11/30/98
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CEC Resources 100 175.0 173.1 196.2 134.6
- -----------------------------------------------------------------------------------
Amex Market Value (1) 100 118.7 130.6 150.8 153.0
- -----------------------------------------------------------------------------------
Dow Jones-Secondary Oil (2) 100 103.3 135.6 136.7 108.4
- -----------------------------------------------------------------------------------
</TABLE>
(1) Source: American Stock Exchange
(2) Source: Dow Jones Index
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- -------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning persons known by the
Company to be beneficial owners of more than five percent of the Company's
voting securities as of March 30, 1999. All information is taken from or based
on filings made by such beneficial owners with the Securities and Exchange
Commission ("SEC") or information provided by such owners to the Company.
Except as indicated in the footnotes, each person identified in the table holds
sole voting and investment power with respect to the shares shown opposite such
person's name.
<TABLE>
<CAPTION>
Title Name and Address Amount and Nature of Percent
of Class of Beneficial Owner Beneficial Ownership of Class
- -------- ------------------- --------------------- ----------
<S> <C> <C> <C>
Common Stock Patrick R. McDonald and 393,800/(1)/ 22.1
no par value McDonald Energy, LLC
1700 Broadway, Suite 1150
Denver, CO 80290
Harry A. Trueblood, Jr. 329,696/(2)/ 21.5
1660 Lincoln Street, Suite 2400
Denver, CO 80264
Carl Seaman 217,209/(3)/ 14.2
63 Hunting Ridge Road
Greenwich, CT 06831
Craig W. Sandahl 114,050/(4)/ 7.3
13875 Virginia Foothills Drive
Reno, NV 89511
</TABLE>
- --------------------------------------------------------------------------------
(1) Patrick R. McDonald is the sole member of McDonald Energy, LLC. Includes
250,000 shares underlying a one year option which expires June 30, 1999.
Also includes 73,800 shares owned by CEC Resources Holdings, LLC of which
McDonald Energy, LLC has 58.3% interest.
(2) Does not include 28,911 shares which are owned by Lucile B. Trueblood, Mr.
Trueblood's wife, which she acquired as her separate property and as to
which Mr. Trueblood disclaims any beneficial ownership.
9
<PAGE>
Includes 207,000 shares owned by the Harry A. Trueblood Charitable Remainder
Unitrust dated June 1, 1998 to which shares Mr. Trueblood disclaims
ownership; but as the only trustee, does hold sole voting rights to such
shares.
(3) Includes 79,957 shares owned by Carl and Associates, a partnership in which
Mr. Seaman owns an 80% partnership interest and as to which Mr. Seaman
shares voting and investment power. Does not include 2,032 shares which are
owned by Linda Seaman, Mr. Seaman's wife, which she acquired as her separate
property and as to which Mr. Seaman disclaims any beneficial ownership.
(4) Includes 20,000 shares underlying exercisable stock options.
SECURITY OWNERSHIP OF MANAGEMENT
The table below provides information as to each class of Resources' equity
securities beneficially owned as of March 30, 1999 by (i) each director, (ii)
the Company's President and Chief Executive Officer and (iii) all directors and
executive officers as a group. All information is taken from or based on
filings made by such persons with the SEC or provided by such persons to the
Company. Except as indicated in the footnotes, each person identified in the
table holds sole voting and investment power with respect to the shares shown
opposite such person's name.
<TABLE>
<CAPTION>
Amount
and Nature
of
Name and Address Beneficial Percent
Title of Class Of Beneficial Owner Ownership of Class
- ----------------- ------------------- --------- --------
<S> <C> <C> <C>
Common Stock - no par value Patrick R. McDonald and 393,800/(1)/ 22.1
McDonald Energy, LLC
Harry A. Trueblood, Jr. 329,696/(2)/ 21.5
Craig W. Sandahl 114,050/(3)/ 7.3
Peter N.T. Widdrington 21,000/(3)/ 1.4
James C. Crawford 20,500/(3)/ 1.3
Loyola G. Keough - -
All directors and executive officers as a group 879,046 47.7
(9 persons including the above)
</TABLE>
- --------------------------------------------------------------------------------
(1) See Footnote 1 under "Security Ownership of Certain Beneficial Owners".
(2) See Footnote 2 under "Security Ownership of Certain Beneficial Owners".
(3) Includes 20,000 shares underlying exercisable stock options.
Item 13. Certain Relationships and Related Transactions.
- ---------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has never entered into any transactions with officers or
directors of the Company with respect to participation in its oil and gas
ventures, and the present management of the Company has no current
10
<PAGE>
intention of doing so in the future. However, if any transaction with an officer
or director of the Company does occur, it is the Company's intention to cause
any such transaction to be on terms that are no less favorable to the Company
than the terms that could be obtained from an unrelated third party in an arm's
length transaction.
Mr. Trueblood is a director, executive officer and more than 10%
shareholder of Columbus. During fiscal 1998, Columbus received U.S. $218,000
from the Company for providing certain management services pursuant to the
management agreement described in "Executive Compensation".
During fiscal 1999, the Company has utilized for general corporate matters
the legal services of McDonald Crawford and Bennett Jones whose partners include
Mr. Crawford and Mr. Keough, respectively.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: September 17, 1999
CEC RESOURCES LTD..
------------------------------
(Fegistsrant)
By: /s/ Patrick R. McDonald
---------------------------
Patrick R. McDonald
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of the Registrant and in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer September 17, 1999
/s/ Patrick R. McDonald
_______________________________ President and Chief Executive Officer
Patrick R. McDonald
Principal Accounting and Financial Officer
/s/ Kevin D. Struzeski
_______________________________ Treasurer September 17, 1999
Kevin D. Struzeski
Majority of Board of Directors
/s/ James C. Crawford
_______________________________ Director September 14, 1999
James C. Crawford
/s/ Loyola G. Keough
_______________________________ Director September 16, 1999
Loyola G. Keough
/s/ Patrick R. McDonald
_______________________________ Director September 16, 1999
Patrick R. McDonald
/s/ Harry A. Trueblood, Jr.
_______________________________ Director September 15, 1999
Harry A. Trueblood, Jr.
</TABLE>
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