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): ~~May~~January 513, ~~2022~~2023

CIL&D, LLC

(Exact name of registrant as specified in its charter)

DELAWARE

000-33433

33-0972983

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

337 North Vineyard Ave., Suite 400

Ontario, California 91764

(Address of principal executive offices, including zip code)

(909) 483-8500

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any ne or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 85.0102 ~~OTHER~~DEPARTURE ~~EVENTS~~OF DIRECTOR OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS

~~LIQUIDATION~~Commencing ~~AND~~January ~~DISSOLUTION~~2023 ~~PROCESS. Since May 22~~CIL&D, ~~2013,~~LLC (the “Company”) ~~has~~agreed ~~undertaken and continues~~ to ~~undertake~~an ~~activities~~increase ~~that~~in ~~are~~the ~~necessary~~annual ~~and~~base ~~appropriate~~compensation infor ~~seeking~~Terry toL. ~~complete~~Cook, the ~~voluntary~~Executive ~~liquidation~~Vice President and ~~winding~~General upCounsel of the Company, ~~that was approved~~ by ~~the~~$25,000. ~~Company~~Thus, Mr. Cook’s annual base compensation increased from ~~unitholders~~$120,000 into ~~accordance~~$145,000. ~~with~~This is the ~~Company’s~~first ~~Plan~~increase ofin ~~Dissolution~~Mr. Cook’s ~~and~~base ~~Liquidation~~compensation ~~and~~since ~~applicable law~~2012. As ofa ~~the~~part ~~date~~ of ~~this~~his ~~Report~~compensation onthe ~~Form~~Company ~~8-K,~~also ~~major~~reimburses ~~events~~Mr. Cook’s inmedical ~~the~~and ~~liquidation~~other ~~and~~insurance ~~winding~~premiums upthat ~~process~~he incurs since he is no ~~May~~longer ~~2013,~~covered ~~include,~~by ~~but~~the ~~are~~standard ~~not~~family ~~limited~~health insurance plan available to, ~~those~~employees ~~summarized~~that ~~below~~are age 65 and under.

In ~~May~~2022 ~~2013~~ the ~~Los~~Company received ~~Angeles~~two ~~Sanitation~~option ~~Districts~~payments Noand several extension payments totaling $1,790,000. 2 ~~determined that~~Such itpayments ~~would~~are nonon-refundable, ~~longer~~and ~~continue~~they ~~with~~relate ~~its~~to ~~planned~~the ~~purchase~~possible sale of one or more subsidiaries of the ~~proposed~~Company, ~~Eagle~~including, but ~~Mountain~~not ~~rail-haul~~limited ~~landfill~~to ~~which~~Kaiser ~~was~~Eagle ~~permitted~~Mountain, ~~but~~LLC, the ~~subject~~owner of ~~extensive~~the ~~litigation~~Eagle ~~and~~Mountain ~~likely~~Mine ~~future~~located, ~~litigation.~~in ~~The~~Riverside ~~landfill~~County, ~~project~~California ~~was~~(the ~~being~~“Mine”) ~~developed~~and byEagle ~~a subsidiary~~Mountain ofMining & ~~the~~Railroad Company, ~~Mine Reclamation~~LLC, the holder of a mining lease for certain stockpiled rock and iron ore tailings at the ~~landfill~~Mine. ~~would~~Since ~~have~~such ~~been~~payments ~~sited~~are onnon-refundable ~~Eagle~~and ~~Mountain~~pertain ~~land~~to ~~owned~~the bysale ~~another~~of assets, in accordance with the Company’s ~~subsidiary,~~Second ~~Kaiser~~Amended ~~Eagle~~and ~~Mountain~~Restated Limited Liability Company Operating Agreement, ~~LLC~~as amended (“~~KEM~~Operating Agreement”)., Arequired ~~settlement~~distributions ~~was~~on ~~reached~~the ~~among~~Company’s ~~Mine~~Class C ~~Reclamation~~and D Units were paid as of January13, 2023. The total amount required to be distributed on the ~~KEM~~Class C and D Units is approximately $73,247. The Class C Units and Class D Units are held by current and former officers of the Company and ~~Los~~such ~~Angeles~~units ~~Sanitation~~represent ~~District~~an Noincentive program that was adopted by the Company in 2002 to replace an incentive bonus program that was terminated in 2002. Under the terms of the Operating Agreement, the distributions on the Class 2.C InUnits ~~August~~and ~~2013~~the Class D Units are to be made within 45 days following receipt of any amount on which ~~provided~~a distribution on the Class C and D Units is payable. However, for the ~~termination~~administrative convenience of the ~~landfill~~Company, ~~purchase~~the ~~agreement~~holders of the Class C and aClass D ~~mutual~~Units ~~release~~temporarily allow the deferral from time-to-time of ~~claims~~the payment of the distributions due them.

In addition, pursuant to the terms of the Amended and Restated Liquidation Manager Agreement dated April 10, 2013, between the Company and Richard E. Stoddard (“Liquidation Director Agreement”), Mr. Stoddard is to be paid incentive compensation based upon a percentage of the “Gross Collected Proceeds” as defined in the Liquidation Director Agreement less the cumulative amount of the monthly consulting fees paid to him, which monthly fees terminated December 31, 2014. As a ~~settlement~~result of previous transactions, the threshold to trigger an incentive payment to Mr. Stoddard was ~~reached~~achieved ~~among~~in ~~KEM~~July 2016. Thus, ~~Lake~~due ~~Tamarisk~~to ~~Development~~the receipt of the non-refundable option and extension payments discussed above, ~~LLC~~Mr. Stoddard was paid as of January 13, 2023, approximately $53,700 in incentive compensation pursuant to the ~~Company~~terms ~~and~~of ~~Mine~~the ~~Reclamation~~Liquidation ~~which~~Director ~~settled~~Agreement. ~~any~~This ~~claims~~ represents 60% of the ~~parties~~total possible incentive compensation that may ~~have~~be due ~~had~~Mr. Stoddard ~~against~~from ~~each~~the ~~other~~option and ~~terminated~~extension payments. Additional amounts can be paid to Mr. Stoddard on these option payments if, and when, there should be a ~~lease~~future distribution on the Company’s Class A Units (an additional 30%), and ~~option~~the ~~that~~final ~~Mine~~amount ~~Reclamation~~(an ~~had~~additional 10%) is payable at the time of the final dissolution of the Company assuming Mr. Stoddard is the Managing Liquidation Director at such time. Under the terms of the Liquidation Director Agreement, the incentive payments due Mr. Stoddard are to be made within seven days following receipt of any amount on ~~portions~~which an incentive payment is payable. However, for the administrative convenience of the ~~Eagle~~Company, ~~Mountain~~Mr. Stoddard ~~property~~is ~~owned~~temporarily byallowing the ~~KEM~~deferral from time-to-time of the payment of the incentive payments that are otherwise due and payable to him within seven days.

In December 2014 a settlement was reached in outstanding federal litigation involving a proposed landfill project on a portion of the Eagle Mountain property which involved the reversal of a portion of the previously completed land exchange with the U.S. Bureau of Land Management. With the landfill project not moving forward, the Company sought other possible monetization events for its Eagle Mountain subsidiary and/or its assets.

In June 2015 the Company sold KEM, the owner of Eagle Mountain, to Eagle Mountain Acquisition, LLC for: (i) an initial cash payment of $1,700,000 million (gross); (ii) Buyer’s promissory note in the principal amount of $4,250,000 (the “Senior Note”) bearing interest at the rate of six percent (6.00%) per annum with a due date of February 29, 2016; (iii) Buyer’s Junior Secured Note with an original balance of $19,000,000 (the “Junior Note”) with a final due date in May 2025, if not previously paid in full; and (iv) a Mining Lease and Agreement and implementing agreements were entered into with Eagle Mountain Mining & Railroad Company, LLC, a wholly owned subsidiary of the Company (“EMMR”), allowing for the mining of certain stock-piled rock, coarse tailings, fine tailings and iron ore pellets.

In February 2016 Eagle Mountain Acquisition LLC paid off its Senior Note which allowed for a $.98 per Class A Unit cash distribution in April 2016 after complying with the Plan of Dissolution and Liquidation and applicable law.

In June 2016 EMMR sold the fixtures and personal property that made up the Eagle Mountain Railroad in Riverside County, California. This allowed the Company to make a $.26 per Class A Unit distribution as result of such sale after complying with the Plan of Dissolution and Liquidation and applicable law. As discussed in more detail below, in December 2021 EMMR sold all its real property interests associated with the Eagle Mountain Railroad.

In December 2017, the Company’s wholly owned subsidiary, Lake Tamarisk Development, LLC, sold all its vacant land at Lake Tamarisk, California for a net sales price, after closing costs, of approximately $540,000. A house owned by Lake Tamarisk Development, its final asset, was sold in February 2018 resulting in net sales proceeds of approximately $23,000. With the sale of its final asset, Lake Tamarisk Development dissolved and ceased business as of December 31, 2018.

OnITEM December 30, 2021, EMMR sold its remaining assets related to the Eagle Mountain Railroad for a net cash price of approximately $130,000 after all closing costs plus the assumption of all liabilities and responsibilities arising from or related to the Eagle Mountain Railroad8.01 ~~Under~~OTHER certain circumstances, after approximately a year EMMR has the option to repurchase the railroad assets sold at a cash price less than half of the gross cash sales price paid by the buyer of such assets. EVENTS

AsCONTINUING ~~noted~~EFFORT ~~above,~~TO inSELL ~~June~~THE COMPANY’S ~~2015~~REMAINING ~~Eagle~~ASSETS. ~~Mountain~~The ~~Acquisition~~Company ~~purchased~~is ~~KEM~~continuing ~~from~~and ~~the~~active ~~Company.~~in ~~While~~its ~~the~~efforts ~~original~~to ~~principal~~sell ~~amount~~its ofremaining ~~the~~assets ~~Junior Note given~~ as a part of ~~such transaction was $19,000,000,~~ the ~~principal~~winding ~~amount~~up its business due ~~under~~to ~~the~~its ~~Junior~~voluntary ~~Note increased as provided in the Junio Note~~liquidation. ~~Effective~~It ~~July 1,~~is ~~2018,~~possible ~~Eagle~~that ~~Mountain~~a ~~Acquisition~~material ~~began~~portion ~~making and had continued to make cash interest payments to the Company in accordance with the terms~~ of the ~~Junior~~option ~~Note.~~payments ~~However, Eagle Mountain Acquisition failed to make the September 30, 2021, Junior Note payment~~ and ~~subsequent~~extension ~~Junior Note~~ payments ~~within~~reference ~~the~~above ~~allowed~~could ~~grace~~be ~~period~~applied ~~for such payments. As a result, the Junior Note went into default and all amounts payable pursuant~~ to the ~~Junior~~purchase ~~Note~~price ~~became~~of ~~due~~assets ~~and payable in full. The amount due and payable under the Junior Note~~sold, ~~excluding~~if ~~default interest~~sold, ~~was~~depending ~~approximately~~upon ~~$53,106,581~~the buyer.

NO ASSURANCE OF FUTURE DISTRIBUTIONS. The ~~Junior~~Company ~~Note~~is ~~was~~in ~~secured~~voluntary ~~by,~~liquidation ~~among~~and ~~other~~dissolution. ~~things:~~There ~~(i) the~~is ~~guaranty~~no ofassurance ~~Eagle~~that ~~Mountain~~there ~~LLC,~~will be any future distributions on the ~~sole~~Company’s ~~owner~~Class A ofUnits. ~~Eagle~~As ~~Mountain~~previously ~~Acquisition~~disclosed, ~~and~~the aliquidation ~~pledge~~and ofdissolution ~~one~~process ~~hundred~~involve ~~percent~~substantial ~~(100%)~~risks ofand ~~the~~uncertainties. ~~ownership~~Accordingly, ~~interest~~it ofis ~~Eagle~~not ~~Mountain~~possible ~~Acquisition~~ to ~~the~~predict ~~Company; (ii)~~ the ~~pledge~~timing byof ~~Eagle~~future ~~Mountain~~distributions, ~~Acquisition~~if any, to the ~~Company~~Class A ofunitholders ~~one~~or ~~hundred~~the ~~percent~~aggregate ~~(100%)~~amount of ~~the~~any future ~~ownership~~distributions ~~interest of~~if ~~KEM;~~made. ~~and~~There ~~(iii) the~~is ~~guaranty~~no ofmarket ~~KEM~~for ~~which~~the ~~was~~Company’s ~~secured~~Class A byUnits aand ~~deed~~the ofClass A ~~trust,~~Units ~~security~~cannot ~~agreement~~be ~~and~~transferred ~~assignment~~except ofupon ~~rents~~death onor ~~the~~by ~~Eagle~~operation ~~Mountain~~of ~~property~~law.

After reviewing its legal and other options and after negotiations with Eagle Mountain Acquisition and its affiliates, the Company acquired Eagle Mountain Acquisition for $100 as of the close of business on December 31, 2021. Thus, the Company currently owns Eagle Mountain Acquisition whose primary assets are ownership of KEM and a vacant lot. The process of seeking to sell Eagle Mountain Acquisition, KEM or their respective assets as well as EMMR or its assets has commenced. There is no assurance that there will be any success in these sale efforts.

In addition to selling assets, dealing with the default of the Junior Note and the other activities described above, which has taken substantial time, the Company has worked on resolving or making reasonable provision for its possible outstanding obligations and contingencies in accordance with the Plan of Liquidation and Dissolution and applicable law. For example, since September 2013 over $1,000,000 has been paid in settlement and defense costs related to asbestos claims that are not covered by insurance. An asbestos insurance policy was purchased by the Company in September 2013 but the Company remains in a coverage dispute with such insurance carrier concerning certain claims. Such policy is set to terminate in 2023. As of the date of this Report on Form 8-K, the Company has four outstanding asbestos claims.

The Company has been identified as a potentially responsible party in the Portland Harbor Superfund Site matter and claims arising from such matter. There appears to be over 100 potentially responsible parties in this matter. The Company is actively involved in the claims resolution process. Additional information on the Portland Harbor Superfund site can be found at:

https://www.oregon.gov/deq/Hazards-and-Cleanup/CleanupSites/Pages/Portland-Harbor.aspx and at

https://semspub.epa.gov/work/10/100287821.pdf. The Company has insurance coverage for this matter.

In 2019 the Company, along with other parties, settled litigation that alleged environmental contamination of property in Rancho Cucamonga, California. Approximately $340,000 in defense and settlement costs were paid by the Company in this matter which were not covered by insurance.

Currently the Company has two part-time employees in its Ontario, California office and two full-time employees at Eagle Mountain.

REMAINING ASSETS OF THE COMPANY. In summary, in addition to the Company’s cash and investments, the Company’s remaining assets consist primarily of: (i) its 100% ownership of Eagle Mountain Acquisition LLC; (ii) its 84.247% ownership interest in Mine Reclamation, LLC; and (iii) its 100% interest in EMMR.

Eagle Mountain Acquisition’s assets primarily consist of its 100% ownership of KEM, the owner of Eagle Mountain, and a 3.6 acre lot at Lake Tamarisk. The Company is seeking to sell Eagle Mountain Acquisition or its assets.

EMMR has a mining lease and agreement with KEM which provides EMMR the right to mine certain stock-piled rock and the coarse and fine iron ore tailings at Eagle Mountain. EMMR has been selling, from time-to-time, stockpiled rock and other resources. The Company is seeking to sell EMMR or its assets.

Mine Reclamation, LLC’s remaining asset is the right to receive 53.3% of the net revenues generated from the disposition of assets directly or indirectly owned by the Company in Riverside County, California. As the majority owner of Mine Reclamation, CIL&D will receive 84.247% of any amounts distributed by Mine Reclamation to its owners. As discussed above, Mine Reclamation’s right to share in the proceeds is as a result of a Termination, Settlement and Net Revenues Sharing Agreement that was entered into in April 2014, which agreement, among other things, settled any and all claims that may exit among the parties to such agreement and terminated a lease and option that Mine Reclamation had on portions of the Eagle Mountain property. The resolution of this matter advanced the ability to seek a monetization event for KEM and the Eagle Mountain property.

EXTENSION OF TERM. With the default on the Junior Note and the acquisition of companies that directly or indirectly own Eagle Mountain and due to other circumstances, the liquidation and winding up process for the Company is taking longer than originally anticipated. Thus, the Managing Liquidation Director, with concurrence of the Member Representative, extended the term of the Company and the Company’s Second Amended and Restated Operating Agreement for up to an additional three (3) years through May 22, 2025. See “Extension of the Term of Second Amended and Restated Operating Agreement of CIL&D, LLC” attached to this Report on Form 8-K as Exhibit 99.1.

NO ASSURANCE OF FUTURE DISTRIBUTIONS. There is no assurance that there will be any future distributions. As previously disclosed, the liquidation and dissolution process involve substantial risks and uncertainties. Accordingly, it is not possible to predict the timing of future distributions, if any, to the Class A Unitholders or the aggregate amount of any future distributions if made.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Extension of the Term of the Second Amended and Restated Operating Agreement of CIL&D, LLC dated May 5, 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CIL&D, LLC (REGISTRANT)
	CIL&D, LLC
Date: May 6, 2022			/s/ Richard E. Stoddard
	(REGISTRANT)
			Richard E. Stoddard
Date: January 17, 2023	/s/ Richard E. Stoddard
			Managing Liquidation Director
	Richard E. Stoddard
	Managing Liquidation Director

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