<PAGE>
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.
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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
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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
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**(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
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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
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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.
