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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
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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
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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
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Exhibit 5
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CEC Resources Ltd. Letterhead
February 2, 2000
Re: Exchange Offer for Stock of CEC Resources Ltd.
Dear Shareholder of CEC Resources Ltd.:
In January 2000 we sent to you materials regarding the exchange offer by
Carbon Energy Corporation for all outstanding shares of CEC Resources Ltd. The
exchange offer is very important to you and the future of CEC Resources. The
Board of Directors of CEC has unanimously recommended that you accept the
exchange offer.
The exchange offer is the final step in combining CEC Resources with
Bonneville Fuels Corporation. We used the exchange offer, in lieu of other
structures for the combination, such as a merger, in order to avoid adverse
income tax consequences to CEC. The exchange offer is to provide you as a CEC
shareholder with the opportunity to own shares in Carbon Energy, which will have
both Bonneville Fuels and CEC Resources as its subsidiaries.
By accepting the exchange offer, you will receive one share of Carbon
Energy stock for each share of CEC Resources. Carbon Energy is a Colorado
corporation, and we expect that the common stock of Carbon Energy will be listed
on the American Stock Exchange after the exchange offer. CEC Resources is an
Alberta, Canada corporation, and we anticipate that CEC Resources common stock
will be delisted from the American Stock Exchange after the exchange offer. It
is possible that CEC Resources will not be traded on any established public
market after the exchange offer.
The exchange offer expires on February 17, 2000. Please act now so you can
receive Carbon Energy shares.
If you need any additional materials, including a letter of transmittal, or
if you have any questions about how to complete the documents, please contact me
or Kevin Struzeski at (303) 860-1575 or contact our exchange agent, Harris
Trust, at (212) 701-7624.
Very truly yours,
CEC RESOURCES LTD.
By: /s/ Patrick R. McDonald
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Patrick R. McDonald, President
