UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Name of Issuer: Harcor Energy, Inc.
Title of Class of Securities: Common Stock, $.10 par value
CUSIP No. 411628209
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Daniel N. Sang
c/o Paulson & Co., Inc.
277 Park Avenue, New York, New York 10172
(212) 350-5151
(Date of Event Which Requires Filing Of This Statement)
March 3, 1998
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 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).
CUSIP No.: 411628209
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 if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e):
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power: 0
8. Shared Voting Power: 1,516,800
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,516,800
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,516,800
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11): 9.3%
14. Type of Reporting Person:
CO
CUSIP No.: 411628209
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 if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e):
6. Citizenship or Place of Organization: Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power: 0
8. Shared Voting Power: 1,481,600
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,481,600
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,481,600
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
13. Percent of Class Represented by Amount in Row (11): 9.1%
14. Type of Reporting Person:
CO
Paulson & Co. Inc. ("PCI") and Paulson International Ltd. ("PIL") file this
Amendment No. 2 to the previously filed Schedule 13D and its Amendment No. 1
to report changes in their ownership interests in the Common Stock, $.10 par
value, ("the Shares") of HarCor Energy, Inc. (the "Issuer"). As a result of
transactions between PIL and Paulson Partners L.P. ("PPLP") and Managed
Accounts managed by PCI ("the Managed Accounts"), as well as prior open
market purchases and changes in the number of Shares outstanding, the ownership
interest of PIL in the Issuer has increased from 6.7% to 9.1% of the Shares
outstanding. The ownership interests of PPLP and Managed Accounts, having
decreased, remain under 5% of the Shares outstanding. PCI's overall ownership
interest in the Issuer has decreased from 9.8% to 9.3% of the Shares
outstanding. All terms not defined herein have the definitions given them in
the original Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
Since the filing of Amendment No. 1 to Schedule 13D ("Amendment No. 1"), PIL
has bought 468,200 Shares, with 437,400 Shares purchased, through a broker,
from PPLP and the Managed Accounts, and 30,800 purchased on the open market.
As of the date hereof, PIL is deemed to beneficially own 1,481,600 Shares,
and PCI, through its management and control of PIL, PPLP and the Managed
Accounts, is deemed to beneficially own 1,516,800 Shares.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
As of the date hereof, PIL is deemed to be the beneficial owner of 1,481,600
Shares. Based on the Issuer's filing on Form 10-Q on November 14, 1997, as
of November 14, 1997, there were 16,268,387 Shares outstanding. Therefore,
PIL may be deemed to beneficially own 9.1% of the outstanding Shares. By
virtue of its management and control of PIL, PPLP and the Managed Accounts,
PCI is deemed to be the beneficial owner of 1,516,800 Shares, and, based on
the Issuer's filing on Form 10-Q on November 14, 1997, may be deemed to
beneficially own 9.3% of the Issuer's outstanding Shares.
The transactions in the Shares effected by PCI, PIL, and PPLP and the Managed
accounts in the sixty days prior to March 3, 1998 through the date of this
filing are set forth below:
Paulson & Co. Inc.
_________________
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
2/13/98 10,000 $1.44
Paulson International Ltd.
_________________________
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
2/13/98 10,000 $1.44
3/3/98 437,400 $1.47
Paulson Partners L.P. and Managed Accounts
__________________________________________
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
3/3/98 (437,400) $1.47
SIGNATURE
The undersigned, after reasonable inquiry and to the best of his knowledge
and belief, certifies that the information set forth in this statement is
true, complete and correct.
Paulson & Co. Inc.
/s/ John A. Paulson
By:________________
John A. Paulson
Paulson International Ltd.
/s/ John A. Paulson
By:_________________
John A. Paulson
March 10, 1998
