<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(A)
(Amendment No. ___)1/
-
EXCO RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
269279204
- --------------------------------------------------------------------------------
(CUSIP Number)
John F. Hartigan, Esq.
Morgan, Lewis & Bockius LLP
300 South Grand Avenue
Los Angeles, California 90071-3132
(213) 612-2500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 13, 1998
- --------------------------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the
following box [_].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
1/ 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 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 8 Pages
<PAGE>
CUSIP No. 269279204 13D Page 2 of 8 Pages
--------- --- ---
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ares Leveraged Investment Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,112,491 shares of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0 shares of Common Stock
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,112,491 shares of Common Stock
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,112,491 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
<PAGE>
CUSIP No. 269279204 13D Page 3 of 8 Pages
--------- --- ---
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARES MANAGEMENT, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,112,491 shares of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0 shares of Common Stock
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,112,491 shares of Common Stock
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,112,491 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 8 Pages
<PAGE>
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
================================================================================
Responses to each item below are incorporated by reference into each other
item, as applicable.
Item 1. Security and Issuer.
- ------- -------------------
This Statement on Schedule 13D relates to the Common Stock, par value $0.01
per share ("Common Stock"), of EXCO Resources, Inc., a Delaware corporation
("EXCO" or the "Issuer"). The principal executive offices of EXCO are located at
5735 Pineland Drive, Suite 235, Dallas, Texas 75231.
Item 2. Identity and Background.
- ------- -----------------------
This Statement is filed by Ares Leveraged Investment Fund, L.P., a Delaware
limited partnership ("ALIF"), and Ares Management, L.P., a Delaware limited
partnership ("Management"). ALIF and Management are referred to collectively as
the "Reporting Persons."
ALIF is principally engaged in the business of investment in securities.
Management is principally engaged in the business of serving as managing general
partner of ALIF. The principal office of ALIF is c/o Ares Management, L.P., 1999
Avenue of the Stars, Suite 1900, Los Angeles, California 90067. The principal
office of Management is 1999 Avenue of the Stars, Suite 1900, Los Angeles,
California 90067.
Ares Administration LDC, a Cayman Islands exempted limited duration company
("Administration"), is the administrative general partner of ALIF.
Administration is principally engaged in the business of serving as
administrative general partner of ALIF.
Ares Operating Member LLC, a Delaware limited liability company
("Operating"), is the managing general partner of Management and the sole
shareholder of Administration. Operating is principally engaged in the business
of serving as general partner of Management and Administration.
The principal place of business of Administration is c/o CIBC Bank and
Trust Company (Cayman) Limited, Edward Street, P.O. Box 694GP, George Town,
Grand Cayman, Cayman Islands, British West Indies. The principal place of
business of Operating is 1999 Avenue of the Stars, Suite 1900, Los Angeles,
California 90067.
4
<PAGE>
Attached as Appendix A to Item 2 is information concerning the principals
of the Reporting Persons and other entities as to which such information is
required to be disclosed in response to Item 2 and General Instruction C to
Schedule 13D.
Neither the Reporting Persons nor any of the persons or entities referred
to in Appendix A to Item 2 has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
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 pro hibiting
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.
- ------- -------------------------------------------------
ALIF has purchased an aggregate of 1,112,491 shares of Common Stock of the
Issuer (the "Shares"). The purchase of the Shares was financed with cash on
hand and borrowed funds pursuant to a margin loan made in the ordinary course of
business by a registered broker-dealer.
Item 4. Purpose of Transaction.
- ------- ----------------------
ALIF purchased the Shares pursuant to a Standby Purchase Agreement entered
into between ALIF and the Issuer in connection with a rights offering by the
Issuer. In connection with the rights offering and the Standby Purchase
Agreement, the Issuer has agreed to expand its Board of Directors to add one new
director to be nominated by ALIF. On August 18, 1998 the Board of Directors of
the Issuer elected Jeff M. Moore, a representative of ALIF, to serve as a
director of the Issuer.
ALIF has acquired beneficial ownership of the Shares in the ordinary course
of business for investment purposes and not with the purpose of changing or
influencing control of the Issuer. In this respect, ALIF retains the right to
change its investment intent, to acquire additional shares of Common Stock of
the Issuer from time to time or to sell or otherwise dispose of all or part of
the Shares beneficially owned by it. In the event of a material change in the
present plans or intentions of ALIF, ALIF will amend this Schedule 13D to
reflect such change.
Item 5. Interest in Securities of the Issuer.
- ------- ------------------------------------
(a) See the information contained on the cover pages to this Schedule 13D
which is incorporated herein by reference.
(b) See the information contained on the cover pages to this Schedule 13D
which is incorporated herein by reference.
(c) There have been no reportable transactions with respect to the Common
Stock of the Issuer within the last 60 days by the Reporting Persons.
(d) Not applicable.
5
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
- ------- ---------------------------------------------------------------------
to the Securities of the Issuer.
-------------------------------
Not applicable.
Item 7. Material to be Filed as Exhibits.
- ------- ---------------------------------
Not applicable.
Page 6 of 8 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: August 24, 1998
ARES LEVERAGED INVESTMENT FUND, L.P.
By: Ares Management, L.P.,
its Managing General Partner
By:_______________________________
Name: Michelle M. Hsu
Title: Vice President
ARES MANAGEMENT, L.P.
By:________________________________
Name: Michelle M. Hsu
Title: Vice President
Page 7 of 8 Pages
<PAGE>
APPENDIX A TO ITEM 2
The following sets forth information with respect to the general partners
and principals of Management, Administration and Operating. Capitalized terms
used herein without definition have the meanings assigned thereto in the
Schedule 13D to which this Appendix A relates. Except as set forth in Item 2 in
the Schedule 13D to which this Appendix relates, the principal business address
of each person or entity set forth below is 1999 Avenue of the Stars, Suite
1900, Los Angeles, California 90067, and each such person or entity is a citizen
of the United States of America.
The principal business of Management is to provide advice regarding
investments by, and serving as managing general partner of, ALIF. The principal
business of Administration is to serve as administrative general partner of
ALIF. The principal business of Operating is to serve as general partner of
Management and sole shareholder of Administration.
The controlling member of Operating is Mr. Antony P. Ressler. The
principal occupation of Mr. Ressler is to act as the controlling member of
Operating and also a founding principal of Management. Mr. Ressler is
principally engaged in the business of investment management through his
interests and capacities in Management and Apollo Management, L.P. and its
affiliates which serve as general partner of the Apollo Investment Funds,
private securities investments funds.
Page 8 of 8 Pages
