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): July 27, 2016

CIL&D, LLC

(Exact name of registrant as specified in its charter)

337 North Vineyard Ave., 4^th Floor

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:

As previously reported, on June 24, 2016, Eagle Mountain Mining & Railroad Company, LLC (“EMMR”), a wholly-owned subsidiary of CIL&D, LLC (the “Company”), sold the fixtures and personal property associated with the Eagle Mountain Railroad located in Riverside County, California for an all cash purchase price of $3,306,000 (the “Railroad Sale Transaction”). Mine Reclamation, LLC received 53.3% of the net sale proceeds pursuant to that certain Termination, Settlement and Net Revenues Sharing Agreement (the “Agreement”) dated effective January 1, 2014, as amended, among the Company, Mine Reclamation, EMMR and Lake Tamarisk Development, LLC (“Lake Tamarisk”). The Company owns 84.247% of Mine Reclamation.

As a result of the Railroad Sale Transaction and in accordance with the Company’s Second Amended and Restated Limited Liability Company Operating Agreement, required distributions on the Company’s Class C and D Units were determined and approved as of July 27, 2016. The total amount required to be distributed on the Class C and D Units as a result of the Railroad Sale Transaction was approximately $134,500. The Class C Units and Class D Units are held by current and former officers of the Company and such units represent an incentive program that was adopted by the Company in 2002 to replace an incentive bonus program that was terminated in 2002.

A distribution on the Company’s Class A Units was also made as discussed in “Item 8.01-Other Events” below.

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 result of the Railroad Sale Transaction, the threshold to trigger an incentive payment to Mr. Stoddard was achieved. Thus, due to the collection of the sale proceeds from the Railroad Sale Transaction and due to the distribution to the Company’s Class A Unitholders as described in this report on Form 8-K, Mr. Stoddard was paid as of July 27, 2016, $68,953.85 in incentive compensation pursuant to the terms of the Liquidation Director Agreement. This represents 90% of the total possible incentive compensation from the Railroad Sale Transaction with the other 10% payable at the time of the final dissolution of the Company assuming Mr. Stoddard is the Managing Liquidation Director at such time.

Subject to and in accordance with the Company’s Plan of Dissolution and Liquidation, on July 27, 2016, the Company’s Managing Liquidation Director approved a liquidating distribution of $.26 in cash per outstanding Class A Unit which totals approximately $1,187,700 in the aggregate being distributed to the Class A members holding issued Class A Units.

In addition to the Company’s cash and investments, the Company’s remaining assets consist primarily of: (i) the outstanding promissory note given by Eagle Mountain Acquisition LLC, the buyer of Kaiser Eagle Mountain, LLC (“KEM”) in June 2015 (“Buyer’s Junior Promissory Note”); (ii) its 100% interest in Lake Tamarisk; (iii) its 84.247% ownership interest in Mine Reclamation, LLC, and; (iv) its 100% interest in EMMR.

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Buyer’s Junior Promissory note was in the original principal amount of $19,000,000 bearing interest at 5.71% per annum. However, in February 2016 Buyer timely exercised its option to extend the maturity date of the Junior Note from February 29, 2016, to May 31, 2025. Interest on the Junior Note accrues and becomes a part of the principal balance of the Junior Note. The Junior Note provides that the principal amount of the note would increase to $33,106,581 in order to compensate the Company for the full expected value of the Junior Note if the Junior Note was not paid on or before March 31, 2016. Since Buyer did not pay the Junior Note on or prior to March 31, 2016, the principal balance of the Junior Note increased to $33,106,581 as of April 1, 2016. Additionally, the Junior Note requires three separate financial risk payments of (i) $5,000,000 at May 31, 2018, (ii) $7,000,000 at February 28, 2019, and (iii) $8,000,000 at September 30, 2020, if the Junior Note remains outstanding as of those dates and the financing for the proposed Eagle Mountain pump storage hydroelectric project at Eagle Mountain has not closed at such dates (the “Financing Risk Loans”). The first two Financing Risk Loans would bear interest at eight percent (8.00%) per annum and the interest would be paid in cash monthly. If the third Financing Risk Loan should occur, all of the Financing Risk Loans thereafter would bear interest at twelve percent (12%) per annum and the interest would be paid in cash monthly. Each Financing Risk Loan would have a stated maturity of May 31, 2025. There are certain events that accelerate payment of the Junior Note and the Financial Risk Loans, in whole or in part, such as the Project’s receipt of construction financing and the occurrence of an event of default under the Junior Note, the Financial Risk Loans and the documents securing their payment and performance.

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. After the sale of most of the personal property and fixtures of the Eagle Mountain railroad EMMR continues to own certain assets, primarily real property related assets, associated with the Eagle Mountain railroad.

Lake Tamarisk owns real estate at Lake Tamarisk near Desert Center, California including: (i) 65 single family improved lots, including, one residential structure; (ii) 2 multi-family lots totaling 7.4 acres; (iii) 1 commercial lot totaling approximately 3.31 acres; (iv) an approximate 170 acre parcel of unimproved land across the highway from the main entrance to Lake Tamarisk; (v) an approximate 200 acre unimproved parcel adjoining the nine-hole Lake Tamarisk golf course; and (vi) an approximate 39 acre unimproved parcel adjacent to Lake Tamarisk.

The Company is continuing in its efforts in seeking to sell EMMR, Lake Tamarisk and/or all of their respective remaining assets.

There is no assurance that there will be any future distributions. As previously disclosed, the liquidation and dissolution process involves substantial risks and uncertainties. Accordingly, it is not possible to predict the timing of future distributions, if any, or the aggregate amount of any future distributions if made.

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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.

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