<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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. )*
HARKEN ENERGY CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
412 552 10
(CUSIP Number)
October 19, 1998
(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 11 Pages
<PAGE> 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.(1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 1,556,608
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,556,608
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,556,608
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.09%(2)
12 TYPE OF REPORTING PERSON (See Instructions)
PN
- ----------------
(1) EnCap III LP, EnCap III-B LP, BOCP and ECIC (as such terms are defined in
Item 2) are filing this Schedule 13G as members of a group.
(2) Based on 132,708,830 shares of Common Stock issued and outstanding as of
November 2, 1998, as disclosed in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on November 12, 1998, plus the 9,942,103
additional shares of Common Stock issuable upon conversion of a net profits
interest in certain oil and gas properties of the Issuer into shares of Common
Stock pursuant to the terms of that certain Development and Finance Agreement
dated October 17, 1997, by and among the Issuer, EnCapIII LP, EnCap III-B LP,
BOCP and ECIC (as such terms are defined in Item 2).
Page 2 of 11 Pages
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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.(1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 4,371,431
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 4,371,431
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,371,431
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.06%(2)
12 TYPE OF REPORTING PERSON (See Instructions)
PN
- -----------------
(1) EnCap III LP, EnCap III-BLP, BOCP and ECIC ( as such terms are defined in
Item 2) are filing this Schedule 13G as members of a group.
(2) Based on 132,708,830 shares of Common Stock issued and outstanding as of
November 2, 1998, as disclosed in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on November 12, 1998, plus the 9,942,103
additional shares of Common Stock issuable upon conversion of a net profits
interest in certain oil and gas properties of the Issuer into shares of Common
Stock pursuant to the terms of that certain Development and Finance Agreement
dated October 17, 1997, by and among the Issuer, EnCapIII LP, EnCap III-B LP,
BOCP and ECIC (as such terms are defined in Item 2).
Page 3 of 11 Pages
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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.(1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 3,107,585
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 3,107,585
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,107,585
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.18%(2)
12 TYPE OF REPORTING PERSON (See Instructions)
PN
- -----------------
(1) EnCap III LP, EnCap III-BLP, BOCP and ECIC ( as such terms are defined in
Item 2) are filing this Schedule 13G as members of a group.
(2) Based on 132,708,830 shares of Common Stock issued and outstanding as of
November 2, 1998, as disclosed in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on November 12, 1998, plus the 9,942,103
additional shares of Common Stock issuable upon conversion of a net profits
interest in certain oil and gas properties of the Issuer into shares of Common
Stock pursuant to the terms of that certain Development and Finance Agreement
dated October 17, 1997, by and among the Issuer, EnCapIII LP, EnCap III-B LP,
BOCP and ECIC (as such terms are defined in Item 2).
Page 4 of 11 Pages
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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(1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Great Britain
5 SOLE VOTING POWER
NUMBER OF 1,056,479
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,056,479
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,056,479
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.74%(2)
12 TYPE OF REPORTING PERSON (See Instructions)
PN
- -----------------
(1) EnCap III LP, EnCap III-BLP, BOCP and ECIC ( as such terms are defined in
Item 2) are filing this Schedule 13G as members of a group.
(2) Based on 132,708,830 shares of Common Stock issued and outstanding as of
November 2, 1998, as disclosed in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on November 12, 1998, plus the 9,942,103
additional shares of Common Stock issuable upon conversion of a net profits
interest in certain oil and gas properties of the Issuer into shares of Common
Stock pursuant to the terms of that certain Development and Finance Agreement
dated October 17, 1997, by and among the Issuer, EnCapIII LP, EnCap III-B LP,
BOCP and ECIC (as such terms are defined in Item 2).
Page 5 of 11 Pages
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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 10,092,103
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 10,092,103
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,092,103
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.07%(1)
12 TYPE OF REPORTING PERSON (See Instructions)
OO
- -----------------
(1) Based on 132,708,830 shares of Common Stock issued and outstanding as of
November 2, 1998, as disclosed in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on November 12, 1998, plus the 9,942,103
additional shares of Common Stock issuable upon conversion of a net profits
interest in certain oil and gas property of the Issuer into shares of Common
Stock pursuant to the terms of that certain Development and Finance Agreement
dated October 17, 1997, by and among the Issuer, EnCapIII LP, EnCap III-B LP,
BOCP and ECIC (as such terms are defined in Item 2).
Page 6 of 11 Pages
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ITEM 1.
(a) Name of issuer: Harken Energy Corporation
(b) Address of issuer's principal executive offices: MacArthur Center II
5605 N. MacArthur Blvd.,
Suite 400
Irving, TX 75038
ITEM 2.
(a) Name of persons filing:
The Schedule 13G is filed by EnCap Energy Capital Fund III, L.P. ("EnCap III
LP"), EnCap Energy Capital Fund III-B, L.P. ("EnCap III-B LP"), BOCP Energy
Partners, L.P. ("BOCP") and Energy Capital Investment Company PLC (ECIC"). EnCap
III LP, EnCap III-B LP, BOCP and ECIC are filing this Schedule 13G as members of
a group. EnCap Investments LC ("EnCap") is the sole general partner of EnCap III
LP and EnCap III-B LP, is the manager of BOCP and serves as an investment
advisor to ECIC under an investment advisory agreement dated as of February 4,
1994.
(b) Address of principal office:
The address of the principal business office of each of EnCap III LP,
EnCapIII-B LP and BOCP, and EnCap is 1100 Louisiana Avenue, Suite 3150, Houston,
Texas 77002. The address of the principal business office of ECIC is 99
Charterhouse Street, London, England ECIM 6AB.
(c) Citizenship
EnCap III LP, EnCap III-B LP and BOCP are limited partnerships formed under
the laws of the State of Texas. ECIC is a company organized and existing under
the laws of England. EnCap is a limited liability company organized under the
laws of the State of Delaware.
(d) Title of class of Securities: Common Stock, par value $.01
(e) CUSIP Number: 412 552 10
ITEM 3. If this statement is filed pursuant to 240.13d(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
Page 7 of 11 Pages
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(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 240.13d-1(c), check this box.
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: 10,092,103
(b) Percent of class: 7.07%.
(c) Number of shares as to which each person has:
(i) sole power to vote or to direct the vote: 10,092,103(1)
(ii) shared power to vote or to direct the vote: None.
(iii) sole power to dispose or to direct the disposition of:
10,092,103(1)
(iv) shared power to dispose or to direct the disposition of: None.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
- ---------------
(1) EnCap III LP and EnCap have the sole power to vote or to direct the
vote, and the sole power to dispose or to direct the disposition of,
1,556,608 shares. EnCap III-B LP and EnCap have the sole power to vote or
direct the vote, and the sole power to dispose or direct the disposition of,
4,371,431 shares. BOCP and EnCap have the sole power to vote or to direct
the vote, and the sole power to dispose or to direct the disposition of
3,107,585 shares. ECIC and EnCap have the sole power to vote or to direct
the vote, and the sole power to dispose or to direct the disposition of
1,056,479 shares.
Page 8 of 11 Pages
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
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 9 of 11 Pages
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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.
April 1, 1999
ENCAP ENERGY CAPITAL FUND III, L.P.
By: EnCap Investments L.L.C., General Partner
By: /s/ D. MARTIN PHILLIPS
--------------------------------------
Name: D. Martin Phillips
---------------------------------
Title: Managing Director
--------------------------------
ENCAP ENERGY CAPITAL FUND III-B, L.P.
By: EnCap Investments L.L.C., General Partner
By: /s/ D. MARTIN PHILLIPS
--------------------------------------
Name: D. Martin Phillips
---------------------------------
Title: Managing Director
--------------------------------
ENERGY CAPITAL INVESTMENT COMPANY PLC
By: /s/ D. MARTIN PHILLIPS
--------------------------------------
Name: D. Martin Phillips
---------------------------------
Title: Managing Director
--------------------------------
BOCP ENERGY PARTNERS, L.P.
By: EnCap Investments L.L.C., Manager
By: /s/ D. MARTIN PHILLIPS
--------------------------------------
Name: D. Martin Phillips
---------------------------------
Title: Managing Director
--------------------------------
Page 10 of 11 Pages
<PAGE> 11
ENCAP INVESTMENTS L.L.C.
By: /s/ D. MARTIN PHILLIPS
--------------------------------------
Name: D. Martin Phillips
---------------------------------
Title: Managing Director
--------------------------------
Page 11 of 11 Pages
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Exhibit A
This Exhibit explains the relationship between the reporting persons. EnCap
Energy Capital Fund III, L.P. ("EnCap III LP"), EnCap Energy Capital Fund III-B,
L.P. ("EnCap III-B LP"), BOCP Energy Partners, L.P. ("BOCP") and Energy Capital
Investment Company PLC (ECIC") are filing this Schedule 13G as members of a
group. EnCap Investments L.L.C. ("EnCap") is the sole general partner of EnCap
III LP and EnCap III-B LP, is the manager of BOCP and serves as an investment
advisor to ECIC under an investment advisory agreement dated as of February 4,
1994.
