<PAGE> 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
<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.
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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99A Letter explaining the relationship between the reporting
persons.
</TABLE>
<PAGE> 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.
