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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 0-9300
HARCOR ENERGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0234380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4400 POST OAK PARKWAY, SUITE 2220
HOUSTON, TX 77027-3413
(Address of principal executive office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 961-1804
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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NONE NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.10 PAR VALUE
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
At March 26, 1998, the registrant had 16,268,387 shares of common stock
outstanding. The aggregate market value on March 26, 1998 of the registrant's
common stock held by non-affiliates of the registrant (including beneficial
owners holding less than 10% of the registrant's common stock) was $26,278,000
(based upon the last reported sales price of the registrant's common stock as
quoted on such date by the National Association of Securities Dealers, Inc.
Automated Quotation System).
Document incorporated by reference: None.
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HarCor Energy, Inc. hereby amends and restates Item 12 of its Annual
Report on Form 10-K for the year ending December 31, 1997, to disclose a
correction to the "Security Ownership of Certain Beneficial Owners and
Management" table.
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HarCor Energy, Inc.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as to the number and percentage
of shares of Common Stock owned beneficially as of March 25, 1998 by (i) each
person known to the Company to be the beneficial owner of more than 5% of the
Common Stock, (ii) each director and each nominee for election as a director,
(iii) each Named Executive Officer and (iv) all directors and officers of the
Company as a group. Unless otherwise indicated in the footnotes following the
table, each named beneficial owner had sole voting and investment power over the
shares of Common Stock shown as beneficially owned by them.
<TABLE>
<CAPTION>
Shares Owned
Beneficially
As of Percent
Beneficial Owner(1) March 25, 1998(2) of Class
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<S> <C> <C>
Robert J. Cresci (3).............................. 27,500 *
Vinod K. Dar (3).................................. 22,500 *
David E.K. Frischkorn, Jr.(3)..................... 17,500 *
Mark G. Harrington(3)(4).......................... 406,812 2.5
Albert J. McMullin (3)............................ 56,000 *
Herbert L. Oakes, Jr.(3).......................... 22,500 *
Gary S. Peck(3)................................... 160,500 *
Francis H. Roth(3)................................ 204,625 1.2
FMR Corp.(5)...................................... 1,244,000 7.4
Trust Company of the West(6)...................... 1,730,710 10.6
Paulson Partners (7).............................. 1,516,800 9.3
Timothy R. Barakett(8)............................ 1,046,600 6.4
Turnberry Capital Management, L.L.C.(9)........... 1,359,200 8.4
All Directors and Officers as a group
(8 persons)(4)(10)............................. 917,937 5.6
</TABLE>
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* Less than 1%
(1) Information with respect to beneficial ownership is based on information
publicly available or furnished to the Company by each person included in
this table.
(2) Includes, in each case, shares deemed beneficially owned by such persons or
entities pursuant to Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended, because such persons or entities have the right to
acquire such shares within 60 days upon the exercise of stock options or
similar rights or because such persons or entities have or share investment
or voting power with respect to such shares.
(3) Includes, 27,500, 17,500, 17,500, 252,500, 47,500, 17,500, 75,500, and
116,500 shares for Messrs. Cresci, Dar, Frischkorn, Harrington, McMullin,
Oakes, Peck, and Roth, respectively, purchasable within 60 days upon the
exercise of stock options.
(4) Mr. Harrington is the Chief Executive Officer and Chairman of the Board of
Directors of the Company. The number of shares indicated includes 10,126
shares held by Harrington and Company E V Fund I, Ltd., a limited
partnership, of which Harrington and Company International Incorporated is
the general or managing partner. Mr. Harrington is the majority
stockholder, the President and a director of Harrington and Company
International Incorporated. As a result, voting and investment power over
such shares may be deemed to be shared between Mr. Harrington and
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Harrington and Company International Incorporated. Mr. Harrington disclaims
beneficial ownership of such shares.
(5) The principal business address for FMR Corp. is 82 Devonshire Street,
Boston, Massachusetts 02109. Includes of 550,000 shares issuable upon
exercise of a warrant granted to Fidelity Management & Research Company
("Fidelity"), a wholly-owned subsidiary of FMR Corp., as a result of
Fidelity's acting as investment advisor to various investment companies
registered under the Investment Company Act of 1940. FMR Corp. disclaims
sole power to vote or direct the voting of the shares owned directly by the
Fidelity Funds, which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written guidelines
established by the Funds' Boards of Trustees. FMR Corp., through its
control of Fidelity, and the Funds share the power to dispose of the
1,244,000 shares owned and assumed to be owned by the Funds.
(6) The business address of Trust Company of the West ("TCW") is 865 South
Figueroa, Suite 1800, Los Angeles, CA 90017. Includes 1,474,359 shares
beneficially owned by a General Mills pension fund, over which TCW controls
voting and investment power as Investment Manager and Custodian. TCW
disclaims beneficial ownership of the 1,474,359 shares.
(7) The principal business address for Paulson Partners LP is 277 Park Avenue,
26th Floor, New York, NY 10172.
(8) The principal business address for Timothy R. Barakett is c/o Atticus
Holdings, L.L.C. is 590 Madison Avenue, 32nd Floor, New York, NY 10022.
Timothy R. Barakett is deemed, through sole voting and sole dispositive
powers, to beneficially own 1,046,600 shares held in the aggregate by
certain managed funds and accounts.
(9) The principal business address for Turnberry Capital Management, L.L.C.
("Turnberry") is Two Greenwich Office Park, Greenwich, CT 06831. Turnberry
is managing general partner for certain investment partnerships which hold
the shares and has sole power to vote all securities owned by them.
(10) Includes 572,000 shares purchasable within 60 days upon the exercise of
stock options.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
HARCOR ENERGY, INC.
(Registrant)
Date: April 6, 1998 By: /s/ Francis H. Roth
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Francis H. Roth
President and
Chief Operating
Officer
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