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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.________)(1)
Harken Energy Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
412552-10-1
(CUSIP Number)
August 19, 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)
______________________________
(1) 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 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).
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CUSIP No. 412552-10-1 13G Page 2 of 13 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
XP Holdings, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 8,430,010
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 8,430,010
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,430,010
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.46%(2)
12. TYPE OF REPORTING PERSON*
00
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
__________________________________
(2) Based on 146,989,548 shares of Common Stock outstanding on August 2,
1999, as adjusted to give effect to this transaction.
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CUSIP No. 412552-10-1 13G Page 3 of 13 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Beacon Group Energy Investment Fund II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 8,430,010
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 8,430,010
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,430,010
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.46%(3)
12. TYPE OF REPORTING PERSON*
PN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
__________________________________
(3) Based on 146,989,548 shares of Common Stock outstanding on August 2,
1999, as adjusted to give effect to this transaction.
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CUSIP No. 412552-10-1 13G Page 4 of 13 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Beacon Energy Investors II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 8,430,010
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 8,430,010
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,430,010
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.46%(4)
12. TYPE OF REPORTING PERSON*
PN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
__________________________________
(4) Based on 146,989,548 shares of Common Stock outstanding on August 2,
1999, as adjusted to give effect to this transaction.
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CUSIP No. 412552-10-1 13G Page 5 of 13 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Energy Fund II GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 8,430,010
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 8,430,010
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,430,010
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.46%(5)
12. TYPE OF REPORTING PERSON*
00
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
__________________________________
(5) Based on 146,989,548 shares of Common Stock outstanding on August 2,
1999, as adjusted to give effect to this transaction.
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ITEM 1(a). NAME OF ISSUER:
Harken Energy Corporation ("Harken").
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
16285 Park Ten Place
Suite 600
Houston, Texas 77084
ITEM 2(a) AND 2(b). NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE
This statement is filed by and on behalf of (i) XP Holdings, LLC, (ii)
The Beacon Group Energy Investment Fund II, L.P., (iii) Beacon Energy
Investors II, L.P. and (iv) Energy Fund II GP, LLC (collectively the
"Reporting Persons" and individually a "Reporting Person"). The
principal business and address of each Reporting Person is 399 Park
Avenue, New York, New York, 10022.
The shares of common stock, par value $ .01 per share of Harken which
are the subject of this statement, are held directly by XP Holdings,
LLC.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
399 Park Avenue
New York, New York 10022
ITEM 2(c). CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value
ITEM 2(e). CUSIP NUMBER:
412552-10-1
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a) (6) of the Exchange
Act.
(c) [ ] Insurance company as defined in Section 3(a) (19) of
the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
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(e) [ ] An investment adviser in accordance with Rule
13d-1(b) (1) (ii) (E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1 (b) (1) (ii) (F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1 (b) (1) (ii) (G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)
(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b) (1) (ii) (J).
If this statement is filed pursuant to Rule 13d-1 (c), check this box. [x]
ITEM 4. OWNERSHIP.
This Schedule 13G Statement is hereby filed by (i) XP Holdings, LLC, a
Delaware limited liability company ("XP"), (ii) The Beacon Group Energy
Investment Fund II, L.P., a Delaware limited partnership ("Fund II"), (iii)
Beacon Energy Investors II, L.P., a Delaware limited partnership ("Investors
II") and (iv) Energy Fund II GP, LLC ("Energy"). The shares and warrants
constituting the shares beneficially owned by XP of Harken, were issued to XP
as a result of a merger between a wholly owned subsidiary of Harken and XPLOR
Energy, Inc. ("XPLOR"). XP was a shareholder of XPLOR prior to the merger.
XP's principal office address is 399 Park Avenue, New York, New York 10022.
The principal business of XP is holding an investment interest in Harken. Fund
II is the sole member of XP. Fund II's principal business and principal office
address is 399 Park Avenue, New York, New York 10022. The principal business
of Fund II is to engage in energy related investments. The sole general
partner of Fund II is Investors II. Investors II's principal business and
principal office address is 399 Park Avenue, New York, New York 10022. The
principal business of Investors II is to serve as the general partner of Fund
II. The sole general partner of Investors II is Energy. Energy's principal
business and principal office address is 399 Park Avenue, New York, New York
10022. The principal business of Energy is to serve as the general partner of
Investors II.
As of the close of business on August 19, 1999, the Reporting Persons may
be deemed to beneficially own, in the aggregate, the shares representing the
approximate percentage of Harken's outstanding common stock as shown below.
(a) Amount beneficially owned: 8,430,010
(b) Percent of class:
5.46%, based on 154,489,548 shares of common stock outstanding on
August 19, 1999.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 8,430,010
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(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 8,430,010
Instruction: For computations regarding securities which represent a
right to acquire an underlying security see Rule 13d-3(d) (1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect 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.
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SIGNATURE
After reasonable 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.
August 30, 1999
XP HOLDINGS, LLC, a Delaware
limited liability company
By: The Beacon Group Energy
Investment Fund II, L.P.,
its sole member
By: Beacon Energy Investors II, L.P.,
its general partner
By: Energy Fund II GP, LLC,
its general partner
By: /s/ Robert F. Semmens
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Authorized Signatory(6)
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(6) A Power of Attorney authorizing Robert F. Semmens to act on behalf
of Energy Fund II GP, LLC is filed herewith as Exhibit B.
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EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
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Exhibit A: Agreement of Joint Filing 10
Exhibit B: Power of Attorney 13
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EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly pursuant to
Rule 13d-1(k)(l) of the Exchange Act the statement dated August 30, 1999,
containing the information required by Schedule 13G, for the shares of Harken
Energy Corporation held by XP Holdings, LLC, a Delaware limited liability
company.
Dated: August 30, 1999
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SIGNATURES
XP HOLDINGS, LLC, a Delaware
limited liability company
By: The Beacon Group Energy
Investment Fund II, L.P.,
its sole member
By: Beacon Energy Investors II, L.P.,
its general partner
By: Energy Fund II GP, LLC,
its general partner
By: /s/ Robert F. Semmens
------------------------------------
Authorized Signatory(7)
__________________________________
(7) A Power of Attorney authorizing Robert F. Semmens to act on behalf
of Energy Fund II GP, LLC is filed herewith as Exhibit B.
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EXHIBIT B
POWER OF ATTORNEY
ENERGY FUND II GP, LLC hereby authorizes any of GEOFFREY T. BOISI, MARY J.
GUILFOILE, JOHN J. MACWILLIAMS, PRESTON R. MILLER OR ROBERT F. SEMMENS, acting
alone, to sign and file with the Securities and Exchange Commission on its
behalf Schedule 13-G and any amendments thereto relating to its actual and
deemed beneficial ownership of shares of HARKEN ENERGY CORPORATION. This Power
of Attorney is valid for twelve (12) months from the date set forth below.
ENERGY FUND II GP, LLC
By: /s/ Alexander P. Lynch
---------------------------------
Name: Alexander P. Lynch
Authorized Signatory
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