UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. )*
HarCor Energy, Inc.
(Name of Issuer)
Common Stock, $.10 Par Value
(Title of Class of Securities)
411628209
(CUSIP Number)
John A. Paulson
Paulson & Co. Inc.
277 Park Avenue, 26th Floor
New York, New York 10172, Tel: (212) 350-5151
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 7, 1997
(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 .
Check the following box if a fee is being paid with the statement . (A fee
is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
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).
(Continued on the Following Pages)
Page 1 of 10 Pages
SCHEDULE 13D
CUSIP No. 411628209 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
PAULSON PARTNERS L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF
0
SHARES
8 SHARED VOTING POWER
506,500
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
506,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
506,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.39%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1_7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 411628209 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
PAULSON INTERNATIONAL LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER 7 SOLE VOTING POWER
OF
0
SHARES
8 SHARED VOTING POWER
636,300
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
636,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
636,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.26%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1_7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 411628209 Page 4 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
PAULSON & CO. INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF
0
SHARES
8 SHARED VOTING POWER
1,259,700
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,259,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,259,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.44%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1_7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
ITEM 1. Security and Issuer
This statement relates to the Common Stock, $.10 par value
(the "Common Stock"), of HarCor Energy, Inc. (the "Issuer"). The
Issuer's principal executive office is located at 4400 Post Oak
Parkway, Suite 2220, Houston, TX 77027-3413.
ITEM 2. Identity and Background
(a)-(c) The names of the persons filing this statement
on Schedule 13D are: Paulson & Co. Inc., a Delaware Corporation
("PCI"), Paulson Partners L.P., a Delaware limited partnership
("PPLP"), and Paulson International Ltd. a Cayman Islands
Corporation ("PIL"). PCI, which is controlled by John A. Paulson
("Paulson"), is the General Partner of PPLP and the investment
manager of PIL. PCI expressly disclaims equitable ownership of and
pecuniary interest in the Common Stock owned by each of PPLP and
PIL.
PPLP
The business of PPLP is 277 Park Avenue, New York, New
York 10172.
The principal business of PPLP is to purchase, sell, trade
and invest in securities.
The name, business, and present principal occupation or
employment of the general partner of PPLP is as follow:
NAME ADDRESS OCCUPATION
PCI 277 Park Avenue The principal business of PCI is
New York, New York serving as general partner of
10172 PPLP and investment manager of
PIL
PCI
The business address of PCI is 277 Park Avenue, New York,
New York 10172.
The principal business of PCI is to perform investment
advisory services and to act as investment manager.
PAULSON
Paulson's business address is 277 Park Avenue,
New York, New York 10172.
Paulson's principal occupation or employment is that
of serving as president of PCI.
PIL
The business address of PIL is c/o Maples & Cadler, P.O.
Box 309, Grand Cayman, Cayman Island, British West Indies.
The principal business of PIL is to purchase, sell, trade
and invest in securities.
The name, business address, and present principal
occupation or employment of the investment manager of PIL
is as follows:
NAME ADDRESS OCCUPATION
PCI 277 Park Avenue The principal business of
New York, New York PCI is serving as general
10172 partner of PPLP and
investment manager of PIL
(d) and (e) During the last five years, none of the
persons or entities above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors);
or (ii) 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.
(f) Paulson is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
Shares of Common Stock beneficiary owned were acquired by
PPLP for aggregate consideration of $3,173,381 using its funds in
margin accounts maintained with Bear Stearns Securities Corp.
Shares of Common Stock beneficially owned by PIL were acquired by
PIL for an aggregate consideration of $3,986,631 using funds in
margin accounts maintained with Bear Stearns Securities Corp.
Shares of Common Stock beneficially owned by PCI were acquired for
aggregate consideration of $732,368 using funds in margin accounts
maintained with Bear Stearns Securities Corp.
ITEM 4. Purpose of Transaction
Each of PPLP, PIL and PCI acquired the Common Stock
beneficially owned by it in the ordinary course of its business of
purchasing, selling, trading and investing in securities. PCI has
acted as investment manager with respect to PIL's acquisition of its
Common Stock.
Depending upon market conditions and other factors that it
may deem material, each of PPLP, PIL and PCI may purchase additional
Common Stock or may dispose of all or a portion of the Common Stock
that it now beneficially owns or may hereafter acquire.
None of PPLP, PIL and PCI has any plans or proposals which
relate to or would result in any of the actions set forth in
subparagraphs (a) through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer
(a) PPLP, PIL and PCI owns the following shares of Common
Stock as of
March 13, 1997:
Holder # of shares Percent of the class
of Common Stock
Paulson Partners L.P. 506,500 3.39%
Paulson International Ltd. 636,300 4.26%
Paulson & Co. Inc. 1,259,700* 8.44%
* Includes 116,900 shares of Common Stock held by private
discretionary accounts as to which PCI has investment discretion.
Also includes shares owned by each of PPLP and PIL as to which PCI
has investment discretion. PCI expressly disclaims equitable
ownership of pecuniary interest in such shares owned by each of PPLP
and PIL.
(b) Each of PPLP and PIL has the shared power with PCI to
vote or direct the vote of, and to dispose or direct the disposition
of, the Common Stock beneficially owned by PPLP and PIL,
respectively. Information regarding each of PPLP, PIL and PCI for
the purposes of subpragraph (b) of this Item 5 is set forth in Item
2 above and expressly incorporated by refernce herein. PCI has the
power to vote or direct the vote of, and to dispose or direct the
disposition of the Common Stock beneficially owned by it.
(c) The following transactions were effected by PPLP, PIL
and PCI:
Paulson Partners L.P. Paulson International Ltd. Paulson & Co. Inc.*
Shares Shares Shares
Bought Average Bought Average Bought Average
Date (Sold) Price Date (Sold) Price Date (Sold) Price
3/6/97 54,300 $6.06 3/6/97 68,200 $6.06 3/6/97 12,500 $6.06
40,200 $6.00 50,500 $6.00 9,300 $6.00
40,200 $6.00 50,500 $6.00 9,300 $6.00
10,100 $6.00 12,600 $6.00 2,300 $6.00
6,000 $6.13 7,600 $6.13 1,400 $6.13
88,300 $6.05 111,000 $6.05 20,400 $6.05
1,600 $5.91 2,000 $5.91 400 $5.91
2,000 $5.94 2,500 $5.94 500 $5.94
3/7/97 40,200 $6.50 50,500 $6.50 9,300 $6.50
52,700 $6.52 66,200 $6.52 12,100 $6.52
60,300 $6.50 75,800 $6.50 13,900 $6.50
3/10/97 110,600 $6.44 138,900 $6.44 25,500 $6.44
All reported transactions were effected on NASDAQ in New York.
(d) No person other than PPLP has 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
PPLP.
No person other than PCI has 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 PCI.
No person other than PIL has 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 PIL.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer, except
as set forth herein.
ITEM 7. Material To Be Filed As Exhibit
Exhibit A - Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned each certifies that the information set
forth in this statement is true, complete, and correct.
Dated: March 13, 1997
PAULSON PARTNERS L.P.
By: Paulson & Co. Inc.
General Partner
By:______________________
John A. Paulson
President
PAULSON INTERNATIONAL LTD.
By: Paulson & Co. Inc., as
Investment Manager
By:_______________________
John A. Paulson
President
PAULSON & CO. INC.
By:____________________
John A. Paulson
President
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13D with respect to the Common Stock of HarCor Energy,
Inc., dated March 13, 1997, is, and any further amendments there to
signed by each of the undersigned shall be, filed on behalf of the
undersigned pursuant to and in accordance with the provisions of
Rule 13d-2(f) under the Securities Exchange Act of 1934, as amended.
Date: March 13, 1997
PAULSON PARTNERS L.P.
By: Paulson & Co. Inc.
General Partner
By:______________________
John A. Paulson
President
PAULSON INTERNATIONAL LTD.
By: Paulson & Co. Inc., as
Investment Manager
By:_______________________
John A. Paulson
President
PAULSON & CO. INC.
By:____________________
John A. Paulson
President
