-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H3L+mWdMIMa5SjuAdpSKyVf+27+NoBZmhzU3DDw0ko0WIYCM3EqoUnyO6sXEFiSD X95fGY1FLZEwiFLR9eaIVw== 0000950134-00-001341.txt : 20000221 0000950134-00-001341.hdr.sgml : 20000221 ACCESSION NUMBER: 0000950134-00-001341 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000218 GROUP MEMBERS: BOCP ENERGY PARTNERS LP GROUP MEMBERS: ENCAP ENERGY CAPITAL FUND III LP GROUP MEMBERS: ENCAP ENERGY CAPITAL FUND III-B LP GROUP MEMBERS: ENCAP INVESTMENTS LLC GROUP MEMBERS: ENERGY CAPITAL INVESTMENT COMPANY PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARKEN ENERGY CORP CENTRAL INDEX KEY: 0000313478 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 952841597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-31404 FILM NUMBER: 549028 BUSINESS ADDRESS: STREET 1: 16285 PARK TEN PLACE SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 2817171300 MAIL ADDRESS: STREET 1: 16285 PARK TEN PLACE STREET 2: STE 600 CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: HARKEN OIL & GAS INC DATE OF NAME CHANGE: 19890109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENCAP ENERGY CAPITAL FUND III LP CENTRAL INDEX KEY: 0001086967 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760545517 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136596100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 240.13D-1(B), (C) and AMENDMENTS THERETO FILED PURSUANT TO 240.13D-2 (Amendment No. 1)* HARKEN ENERGY CORPORATION (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 412 552 10 (CUSIP Number) October 28, 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 10 Pages 2 SCHEDULE 13G CUSIP No. 412 552 10 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EnCap Energy Capital Fund III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER NUMBER OF 786,807(1) SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 786,807(1) WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 786,807 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .51%(2) 12 TYPE OF REPORTING PERSON (See Instructions) PN - ----------------- (1) As exercised through its sole general partner, EnCap Investments, L.L.C. ("EnCap"). (2) Based on 153,588,248 shares of Common Stock issued and outstanding as of November 4, 1999, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 12, 1999. Page 2 of 10 Pages 3 SCHEDULE 13G CUSIP No. 412 552 10 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EnCap Energy Capital Fund III-B, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER NUMBER OF 2,681,167(1) SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 2,681,167(1) WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,681,167 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.75%(2) 12 TYPE OF REPORTING PERSON (See Instructions) PN - ------------------- (1) As exercised through its sole general partner, EnCap. (2) Based on 153,588,248 shares of Common Stock issued and outstanding as of November 4, 1999, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 12, 1999. Page 3 of 10 Pages 4 SCHEDULE 13G CUSIP No. 412 552 10 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BOCP Energy Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,968,825(1) EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 1,968,825(1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,968,825 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.28%(2) 12 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------- (1) Voting and positive power is shared between BOCP (as such term is defined in Item 2) and EnCap by virtue of a management agreement dated August 21, 1997 among EnCap, BOCP and Banc One Capital Partners VIII, Ltd. (the "Management Agreement") whereby EnCap acts as an investment advisor to BOCP. (2) Based on 153,588,248 shares of Common Stock issued and outstanding as of November 4, 1999, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 12, 1999. Page 4 of 10 Pages 5 SCHEDULE 13G CUSIP No. 412 552 10 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Energy Capital Investment Company PLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Great Britain 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 608,213(1) EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 608,213(1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 608,213 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .40%(2) 12 TYPE OF REPORTING PERSON (See Instructions) PN - ---------------------- (1) Voting and dispositive power is shared between ECIC (as such term is defined in Item 2) and EnCap by virtue of an investment advisory agreement dated February 4, 1994 between ECIC and EnCap (the "Investment Advisory Agreement") whereby EnCap acts as an investment advisor to ECIC. (2) Based on 153,588,248 shares of Common Stock issued and outstanding as of November 4, 1999, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 12, 1999. Page 5 of 10 Pages 6 SCHEDULE 13G CUSIP No. 412 552 10 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EnCap Investments L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 6,045,012(1) EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 6,045,012(1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,045,012(2) 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.94%(3) 12 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------- (1) EnCap may be deemed to have voting and dispositive power with respect to the shares of Common Stock owned by EnCap III LP, EnCap III-B LP, BOCP and ECIC (as such terms are defined in Item 2). (2) EnCap disclaims any beneficial ownership of the shares owned by EnCap III LP, EnCap III-B LP, BOCP and ECIC (as such terms are defined in Item 2). (3) Based on 153,588,248 shares of Common Stock issued and outstanding as of November 4, 1999, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 12, 1999. Page 6 of 10 Pages 7 ITEM 1. No modification. ITEM 2. No modification. ITEM 3. No modification. ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 6,045,012 (b) Percent of class: 3.94%. (c) Number of shares as to which each person has: (i) sole power to vote or to direct the vote: 3,467,974(1) (ii) shared power to vote or to direct the vote: None. (iii) sole power to dispose or to direct the disposition of: 2,577,038(1) (iv) shared power to dispose or to direct the disposition of: None. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. [x] ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON NO MODIFICATION. - ----------------- (1) EnCap III LP has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, 786,807 shares. EnCap III-B LP has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, 2,681,167 shares. BOCP and EnCap have the shared power to vote or to direct the vote, and the shared power to dispose or to direct the disposition of, 1,968,825 shares by virtue of the Management Agreement. ECIC and EnCap have the shared power to vote or to direct the vote, and the shared power to dispose or to direct the disposition of, 608,213 shares by virtue of the Investment Advisory Agreement. Page 7 of 10 Pages 8 ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY No modification. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP No modification. ITEM 9. NOTICE OF DISSOLUTION OF GROUP No modification. ITEM 10. CERTIFICATION By signing below the undersigned certify that, to the best of the knowledge and belief of the undersigned, the securities referred to above were not acquired and are not held for the purpose of or with the affect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 8 of 10 Pages 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 14, 2000 ENCAP ENERGY CAPITAL FUND III, L.P. By: EnCap Investments L.L.C., General Partner By: /s/ Robert L. Zorich --------------------------------- Name: Robert L. Zorich --------------------------- Title: Managing Director -------------------------- ENCAP ENERGY CAPITAL FUND III-B, L.P. By: EnCap Investments L.L.C., General Partner By: /s/ Robert L. Zorich --------------------------------- Name: Robert L. Zorich --------------------------- Title: Managing Director -------------------------- ENERGY CAPITAL INVESTMENT COMPANY PLC By: /s/ Robert L. Zorich --------------------------------- Name: Robert L. Zorich --------------------------- Title: Authorized Signatory -------------------------- BOCP ENERGY PARTNERS, L.P. By: EnCap Investments L.L.C., Manager By: /s/ Robert L. Zorich --------------------------------- Name: Robert L. Zorich --------------------------- Title: Managing Director -------------------------- ENCAP INVESTMENTS L.L.C. By: /s/ Robert L. Zorich --------------------------------- Name: Robert L. Zorich --------------------------- Title: Managing Director -------------------------- Page 9 of 10 Pages 10 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99A Letter explaining the relationship between the reporting persons.
EX-99.A 2 LETTER RE: RELATIONSHIP OF REPORTING PERSONS 1 EXHIBIT 99A This Exhibit explains the relationship between the reporting persons. EnCap Investments L.L.C. ("EnCap") (i) is the sole general partner of EnCap Energy Capital Fund III, L.P. and EnCap Energy Capital Fund III-B, L.P., (ii) is the manager of BOCP Energy Partners, L.P. ("BOCP") under a management agreement dated August 21, 1997 among EnCap, BOCP and Banc One Capital Partners VIII, Ltd., and (iii) serves as an investment advisor to Energy Capital Investment Company PLC ("ECIC") under an investment advisory agreement dated as of February 4, 1994 between EnCap and ECIC. -----END PRIVACY-ENHANCED MESSAGE-----