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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HarCor Energy, Inc.
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(Name of Issuer)
Common Stock, $0.10 par value
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(Title of Class of Securities)
411628209
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(CUSIP Number)
Vincent A. Rossi, Jr., Turnberry Capital Management, LP
Two Greenwich Office Park
Greenwich, CT 06831
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 15, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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
disclosures provided in a prior cover page.
The information required on 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).
1
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SCHEDULE 13D
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CUSIP NO. 411628209 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Turnberry Capital Management, L.L.C. 06-1450223
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,359,200
OWNED BY ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,359,200
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,359,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.36%
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14 TYPE OF REPORTING PERSON
CO (Limited Liability Company)
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SEE INSTRUCTIONS BEFORE FILLING OUT!
*See Item 3, herein.
2
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SCHEDULE 13D
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CUSIP NO. 411628209 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Turnberry Capital Management, L.P. 13-3799741
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,359,200
OWNED BY ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,359,200
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,359,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.36%
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14 TYPE OF REPORTING PERSON
PN, IA
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SEE INSTRUCTIONS BEFORE FILLING OUT!
*See Item 3, herein.
3
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4
ORIGINAL REPORT ON SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the shares (the "Shares") of common stock,
par value $0.10 per share (the "Common Stock"), of HarCor Energy, Inc., a
California corporation (the "Company"), which has its principal executive
offices at 4400 Post Oak Parkway, Suite 2220, Houston, Texas 77027.
Item 2. Identity and Background
This statement is filed by Turnberry Capital Management, L.L.C., a
Delaware limited liability company ("Turnberry LLC"), and Turnberry Capital
Management, L.P., a Delaware limited partnership ("Turnberry" and together with
Turnberry LLC, the "Reporting Persons"), in respect of shares held directly by:
i. Turnberry Capital Partners, L.P., a Delaware limited partnership
("TCP"), the general partner of which is Turnberry.
ii. Prestwick Capital Partners, L.P., a Delaware limited partnership
("PCP" and together with TCP, the "Partnerships"), the general
partner of which is Turnberry.
iii. Turnberry Capital International, Ltd., a Caymen Islands corporation
("TCI"), the investment advisor of which is Turnberry.
iv. United Congregation Mesorah, a separate managed account ("UCM"),
the investment manager of which is Turnberry.
Turnberry LLC is the general partner of Turnberry. Vincent A. Rossi,
Jr. ("Rossi") and William J. Jacobs ("Jacobs") are each a U.S. citizen and are
Managing Directors and the sole executive officers of Turnberry and Turnberry
LLC.
The Partnerships are investment partnerships which invest in a
diversified portfolio of distressed, misunderstood and out of favor public and
private securities. Each of Turnberry, as the general partner of the
Partnerships, and Turnberry LLC as the general partner of Turnberry, has the
sole power to vote all securities owned by the Partnerships and makes all
investment decisions, including decisions regarding whether to dispose of
securities held by the Partnerships, with respect to the investment portfolio
of the Partnerships. Turnberry is an investment advisor to TCI and has the sole
power to vote all securities owned by TCI and makes all investment decisions,
including decisions regarding whether to dispose of securities held by TCI,
with respect to the investment portfolio of TCI. In addition, UCM holds, in a
separately managed account, portfolios of securities which are invested in
accordance with the same investment objectives and strategies as those of the
Partnerships and which are managed by Turnberry pursuant to an investment
management agreement. Each of Turnberry, under the investment management
agreement relating to the UCM, and Turnberry LLC, as the general partner of
Turnberry, has the sole power to vote all securities owned by UCM and to make
all investment decisions, including decisions regarding whether to dispose of
securities held by UCM, with respect to UCM. UCM has the right to terminate its
managed account with Turnberry at any time on 30 days' prior written notice.
The principal office and business address for each of Turnberry,
Turnberry LLC, Jacobs and Rossi is Two Greenwich Office Park, Greenwich, CT
06831.
The principal business of Turnberry LLC is to act as the general partner
of Turnberry. The principal business of Turnberry is to serve as (i) the general
partner of the Partnerships, (ii) investment manager with respect to UCM, (iii)
investment advisor to TCI and (iv) investment adviser or general partner for
other clients, customers and pooled investment vehicles. The principal business
of Jacobs and Rossi is to act in their capacity as members of Turnberry LLC and
Managing Directors of Turnberry and Turnberry LLC and to make all investment
decisions with respect to the Partnerships, TCI and UCM.
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5
None of Turnberry, Turnberry LLC, Jacobs or Rossi has, during the past
five years, (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate cost of the 1,359,200 Shares acquired by Turnberry
LLC and reported in Item 5 of this Report was approximately $3,582,650.45
(excluding all brokerage commissions), the source of which was contributions by
its members or funds generated by Turnberry LLC.
The aggregate cost of the 1,359,200 Shares acquired by Turnberry and
reported in Item 5 of this Report was approximately $3,582,650.45 (excluding all
brokerage commissions), the source of which was contributions by its partners
or funds generated by Turnberry.
The aggregate cost of the 776,895 Shares acquired directly by TCP and
reported in Item 5 of this Report was approximately $2,010,495.33 (excluding
all brokerage commission), the source of which was funds contributed to or
generated by TCP.
The aggregate cost of the 88,452 Shares acquired directly by PCP and
reported in Item 5 of this Report was approximately $232,802.47 (excluding all
brokerage commission), the source of which was funds contributed to or generated
by PCP.
The aggregate cost of the 470,075 Shares acquired directly by TCI and
reported in Item 5 of this Report was approximately $1,237,363.29 (excluding
all brokerage commission), the source of which was funds contributed to or
generated by TCI.
The aggregate cost of the 33,778 Shares acquired directly by UCM and
reported in Item 5 of this Report was approximately $101,989,36 (excluding all
brokerage commission), the source of which was funds contributed to or generated
by UCM.
Item 4. Purpose of Transaction
Each of the Reporting persons purchased the shares of Common Stock
reported herein solely for the purpose of investment and not with the purpose
nor with the effect of changing or influencing the control of the Company.
Neither Turnberry or Turnberry LLC currently has any plans or proposals which
would relate to or result in any of the transactions set forth in paragraphs (a)
through (j) of Item 4 to Schedule 13D, although they may in the future determine
to engage in some or all of the transactions therein described, including
reallocating the ownership of the Shares among the Partnerships, UCM and TCI.
Each of the Reporting Persons retains the absolute right to vote its shares of
Common Stock as it individually determines except as otherwise described in Item
5 hereof. The Reporting Persons may make additional purchases of Common Stock
either in the open market or in private transactions depending on the Company's
business, prospects and financial condition, the market for the Common Stock,
general economic conditions, money and stock market conditions and other future
developments.
Item 5. Interest in Securities of the Issuer
(a) Turnberry LLC beneficially owns 1,359,200 Shares (8.36% of the
outstanding Shares based on 16,268,387 outstanding pursuant to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997).
Turnberry beneficially owns 1,359,200 Shares (8.36% of the outstanding Shares).
As of the date hereof, 776,895 Shares are owned of record by TCP; 88,452
Shares are owned of record by PCP; 33,778 Shares are owned of record by UCM;
and 470,075 Shares are owned of record by TCI.
(b) Turnberry and Turnberry LLC have sole voting power and sole
dispositive power for all such Shares held of record by TCP, PCP, UCM and TCI.
(c) The following tables detail the purchases by TCP, PCP, UCM and TCI
effected in the last 60 days. All of the transactions were open market
transactions.
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<TABLE>
<CAPTION>
Turnberry Capital Partners, L.P.
--------------------------------
Number of Price per
Trade Date Shares Share
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<S> <C> <C>
11/18/97 48,375 3.0625
11/19/97 4,379 2.875
11/20/97 23,795 3.125
11/24/97 52,880 3.0
11/25/97 53,550 3.0
11/26/97 36,958 3.0
12/2/97 12,261 3.0
12/4/97 7,991 3.03
12/5/97 34,531 3.0
12/8/97 22,108 3.0
12/9/97 58,717 3.0156
12/11/97 51,655 2.9815
12/15/97 175,220 2.450
12/16/97 57,377 2.0625
12/17/97 38,053 1.9596
12/17/97 50,348 1.9077
12/18/97 17,563 1.7292
12/19/97 11,709 1.75
12/19/97 9,425 1.5
</TABLE>
<TABLE>
<CAPTION>
Turnberry Capital International, Ltd.
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Number of Price per
Trade Date Shares Share
---------- --------- ---------
<S> <C> <C>
11/18/97 32,958 3.0625
11/19/97 2,885 2.875
11/20/97 15,566 3.125
11/24/97 34,580 3.0
11/25/97 33,820 3.0
11/26/97 23,643 3.0
12/2/97 7,735 3.0
12/4/97 5,069 3.03
12/5/97 20,456 3.0
12/8/97 13,056 3.0
12/9/97 34,662 3.0156
12/11/97 30,502 2.9815
12/15/97 105,400 2.450
12/16/97 34,123 2.0625
12/17/97 22,641 1.9596
12/17/97 29,955 1.9077
12/18/97 10,450 1.7292
12/19/97 6,966 1.75
12/19/97 5,608 1.5
</TABLE>
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7
<TABLE>
<CAPTION>
United Congregation Mesorah
-----------------------------
Number of Price per
Trade Date Shares Share
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<S> <C> <C>
11/18/97 5,544 3.0625
11/19/97 505 2.875
11/20/97 2,750 3.125
11/24/97 6,120 3.0
11/25/97 6,140 3.0
11/26/97 4,343 3.0
12/2/97 1,451 3.0
12/4/97 941 3.03
12/5/97 3,644 3.0
12/8/97 2,340 3.0
</TABLE>
<TABLE>
<CAPTION>
Prestwick Capital Partners, L.P.
--------------------------------
Number of Price per
Trade Date Shares Share
---------- --------- ---------
<S> <C> <C>
11/18/97 5,823 3.0625
11/19/97 531 2.875
11/20/97 2,889 3.125
11/24/97 6,420 3.0
11/25/97 6,490 3.0
11/26/97 4,656 3.0
12/2/97 1,553 3.0
12/4/97 999 3.03
12/5/97 3,869 3.0
12/8/97 2,496 3.0
12/9/97 6,621 3.0156
12/11/97 5,843 2.9815
12/15/97 19,380 2.450
12/16/97 6,500 2.0625
12/17/97 4,306 1.9596
12/17/97 5,697 1.9077
12/18/97 1,987 1.7292
12/19/97 1,325 1.75
12/19/97 1,067 1.5
</TABLE>
(d) None of the Reporting Persons, TCP, PCP, VCM or TCI beneficially own
any Common Stock of the Company except as set forth above. To the best of the
knowledge of each Reporting Person, no persons other than the Reporting Persons
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock beneficially owned
by the Reporting Persons.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer
Except to the extent disclosed in Item 2, none of the Reporting Persons
has any contracts, arrangements, understandings or relationships (legal or
otherwise) with respect to any securities of the Company, including but not
limited to, transfer or voting of any such securities, finders' fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding or proxies.
Item 7. Material to be filed as Exhibits
None
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 28, 1997
TURNBERRY CAPITAL MANAGEMENT, L.L.C.
By: /s/ Vincent A. Rossi, Jr.
--------------------------------------------------
Name: Vincent A. Rossi, Jr.
Title: Member
TURNBERRY CAPITAL MANAGEMENT, L.P.
By: Turnberry Capital Management, L.L.C., its general partner
By: /s/ Vincent A. Rossi, Jr.
--------------------------------------------------
Name: Vincent A. Rossi, Jr.
Title: Member
