-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K2M8R0hluexw2N29xZoblnuxNIsCys7E+d9e97xK+HZtA7WQ8Zx892ZP2VKK5jEc mrWQapNoWEBnRpF57FM/Cg== 0000899243-03-000578.txt : 20030321 0000899243-03-000578.hdr.sgml : 20030321 20030321120203 ACCESSION NUMBER: 0000899243-03-000578 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LYFORD INVESTMENTS ENTERPRISES LTD CENTRAL INDEX KEY: 0001194862 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: PO BOX 438 TROPIC ISLE BUILDING STREET 2: WACKMAN CAY ROAD TOWN CITY: TERTOLA BRITISH VIRGIN ISLAND STATE: D8 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARKEN ENERGY CORP CENTRAL INDEX KEY: 0000313478 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 952841597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31404 FILM NUMBER: 03611791 BUSINESS ADDRESS: STREET 1: 16285 PARK TEN PLACE SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 2817171300 MAIL ADDRESS: STREET 1: 16285 PARK TEN PLACE STREET 2: STE 600 CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: HARKEN OIL & GAS INC DATE OF NAME CHANGE: 19890109 SC 13D/A 1 dsc13da.txt SCHEDULE 13D FOR OWNERSHIP REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* HARKEN ENERGY CORPORATION (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 412-552-309 (CUSIP Number) Alan G. Quasha Attorney-in-Fact Lyford Investments Enterprises Ltd. c/o Quadrant Management, Inc. 720 Fifth Avenue, 9th Floor New York, New York 10019 (212) 231-3900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: Amar Budarapu Baker & McKenzie 2300 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201 (214) 978-3000 March 20, 2003 (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 that 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 ss. 240.13d-7 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 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). CUSIP NO. 412-552-309 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons Lyford Investments Enterprises Ltd. I.R.S. Identification Nos. of Above Persons (entities only). - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC, OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 61,430,513 SHARES ----------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY NONE EACH ----------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON 61,430,513 WITH ----------------------------------------------------------- 10. Shared Dispositive Power NONE - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 61,430,513 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 62% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Last Update: 12/05/2002 Item 1. Security and Issuer This statement on Schedule 13D (this "Statement") relates to the common stock, par value $.01 per share, of Harken Energy Corporation, a Delaware corporation ("Harken"). The principal executive offices of Harken are located at 580 WestLake Park Boulevard, Suite 600, Houston, Texas 77079. Item 2. Identity and Background (a)-(c), (f) The name of the company filing this Statement is Lyford Investments Enterprises Ltd., a British Virgin Islands company ("Lyford"). The address of Lyford's principal office is Tropic Isle Building, Wickhams Cay, Road Town, Tortola, British Virgin Islands. Lyford is a company engaged in the business of making investments. The name, citizenship, residence or business address and present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) is listed on Schedule A attached hereto for each (i) executive officer and director of Lyford, (ii) person controlling Lyford, and (iii) executive officer and director of any corporation or other person ultimately in control of Lyford. (d) Neither Lyford nor, to Lyford's knowledge, any person named on Schedule A attached hereto is required to disclose legal proceedings pursuant to Item 2(d) of Schedule 13D. (e) Neither Lyford nor, to Lyford's knowledge, any person named on Schedule A attached hereto is required to disclose legal proceedings pursuant to Item 2(e) of Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration As described in response to Item 4, the 1,714,286 shares (the "Standby Commitment Fee Shares") of Harken common stock to which, in part, this Statement relates were not purchased by Lyford. As an inducement for Lyford to enter into the Standby Purchase Agreement described in Item 4, and in consideration thereof, Harken agreed to issue to Lyford on September 18, 2002 an aggregate of $600,000 of Harken common stock, at a price per share of $0.35. Harken issued the Standby Commitment Fee Shares to Lyford in accordance with the Standby Purchase Agreement, and Lyford did not pay any additional consideration therefor. As a result of the closing of the Standby Purchase Agreement on March 20, 2003, Lyford purchased 59,716,227 shares of common stock (together with the Standby Commitment Fee Shares, the "Shares") from Harken for a price of approximately $8,193,000. This transaction resulted in a change of control of Harken. After giving effect to the purchase of the Shares, Lyford is the beneficial owner of approximately 62% of Harken's outstanding common stock. Lyford paid $3,184,942.71 in cash to Harken from its available working capital at the closing of the Standby Purchase Agreement. The remainder of the purchase price was offset against two promissory notes issued by Harken in favor of Lyford on July 15, 2002 and August 29, 2002. As a result, upon the closing of the Standby Purchase Agreement, Harken's indebtedness to Lyford under those notes, totaling $5,000,000 in principal amount plus accrued interest, was cancelled. Item 4. Purpose of Transaction On September 6, 2002, Harken entered into a Standby Purchase Agreement (the "Standby Purchase Agreement") with Lyford that defined the parties' respective rights and obligations with respect to Lyford's participation in Harken's recent rights offering. The Standby Purchase Agreement obligated Lyford to subscribe for and purchase from Harken a number of shares of common stock equal to the Shortfall divided by the subscription price per share. The "Shortfall" is the amount by which $10,000,000 exceeds the aggregate subscription price to be paid by stockholders of Harken (other than Lyford) who subscribed for and purchased shares in the rights offering. As compensation to Lyford for its standby commitment, Harken paid Lyford a standby commitment fee of $600,000 by issuing 1,714,286 shares of common stock to Lyford, with each such share being attributed a value of $0.35. Harken also paid Lyford $50,000 in cash for its legal fees in connection with the rights offering. Under the terms of the Standby Purchase Agreement, Harken agreed to indemnify Lyford and certain other persons affiliated with it against claims and liabilities arising out of or based upon any untrue statement or alleged untrue statement of any material fact contained in the prospectus or the registration statement relating to the rights offering, any amendment or supplement thereto, or arising out of the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. Harken also agreed to reimburse Lyford and certain persons affiliated with it for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such actions or claims asserting liabilities against them. Pursuant to its rights offering commenced in February 2003, Harken distributed to holders of its common stock, Series G1 preferred stock and Series G2 preferred stock, at no charge, nontransferable subscription rights to purchase shares of its common stock. These shares of common stock include preferred stock purchase rights attached to such common stock under Harken's stockholder rights agreement. Such holders received one subscription right for each share of common stock they owned (or in the case of the Series G1 preferred stock and Series G2 preferred stock, one subscription right for each share of common stock issuable upon conversion) at the close of business on January 30, 2003. Harken distributed 32,154,867 subscription rights exercisable for up to 72,885,437 shares of common stock. Harken did not distribute any fractional shares, but rounded up the aggregate number of shares each holder was entitled to receive to the nearest whole number. Each subscription right entitled the holder to purchase 2.2667 shares of common stock at a subscription price of $0.311 per right (or $0.1372 per share). All unexercised subscription rights expired at 12:00 midnight, New York City time, on March 13, 2003. Harken's board of directors did not make any recommendation regarding the exercise of the subscription rights. The subscription rights could not be sold or transferred except under very limited circumstances. At the closing of the Standby Purchase Agreement on March 20, 2003, Lyford purchased 59,716,227 shares of common stock from Harken for an aggregate purchase price of approximately $8,193,000. Lyford paid $3,184,942.71 in cash to Harken from its available working capital at the closing of the Standby Purchase Agreement. The remainder of the purchase price was offset against two promissory notes issued by Harken in favor of Lyford on July 15, 2002 and August 29, 2002. As a result, upon the closing of the Standby Purchase Agreement, Harken's indebtedness to Lyford under those notes, totaling $5,000,000 in principal amount plus accrued interest, was cancelled. Lyford also has a warrant to purchase 7,000,000 shares of Global Energy Development PLC, a subsidiary of Harken ("Global"), at a price of 50 pence per share. This warrant expires in 2005. An affiliate of Lyford owns approximately 1% of Global common stock. Lyford acquired the Shares for investment. However, Lyford will continually evaluate the business, financial condition and prospects of Harken, the market price of Harken common stock, its return on investment, alternative investments and conditions in the economy and in the industry in which Harken is engaged, with a view toward determining whether to hold, decrease or increase its investment in Harken common stock. From time to time on or after the date of this Schedule 13D, based upon such evaluation, Lyford may sell all or a portion of its shares of Harken common stock, or may purchase additional shares of such common stock, at varying prices in the open market, in privately negotiated transactions and/or in other transactions. Lyford intends to seek active participation on Harken's board of directors and be a proactive and urgent voice in helping plan Harken's future to create value for its stockholders. However, Lyford does not have any current definitive plan, arrangement or understanding to seek to cause Harken to enter into any extraordinary corporate transaction such as a merger, reorganization or liquidation, to sell or transfer any assets, to cause Harken to change its current board of directors or management, capitalization, dividend policy, business, corporate structure, charter, bylaws or similar instruments, or to cause the Harken common stock to be delisted or become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. Other than as described above, Lyford currently has no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although Lyford reserves the right to develop such plans). References to, and descriptions of, the Standby Purchase Agreement, as amended, as set forth herein are qualified in their entirety by reference to the copies of such agreement and amendment thereto included as Exhibits to this Statement, and such agreements are incorporated herein in their entirety where such references and descriptions appear. Item 5. Interest in Securities of the Issuer Based upon information provided by Harken, as of March 20, 2003, there were 98,673,064 shares of Harken common stock issued and outstanding. (a)-(b) Pursuant to the Standby Purchase Agreement, Lyford was issued and became the beneficial owner of an aggregate of 61,430,513 shares of Harken common stock. Such Harken common stock constitutes approximately 62% of the issued and outstanding shares of Harken common stock, based on the number of shares of Harken common stock outstanding as of March 20, 2003 Lyford has the sole power to vote and dispose (or to direct the vote or disposition of) these shares. To the knowledge of Lyford, no shares of Harken common stock are beneficially owned by any of the persons listed on Schedule A to this Statement. (c) As described in Items 3 and 4 of this Statement, the Standby Purchase Agreement closed and Lyford acquired the Shares within the last 60 days (except for the Standby Commitment Fee Shares, which were acquired on September 18, 2002). (d) To the knowledge of Lyford, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Harken deemed to be beneficially owned by Lyford. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than pursuant to the Standby Purchase Agreement and except as discussed below, to the knowledge of Lyford, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and in Schedule A and among such persons and any other person with respect to any securities of Harken, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Lyford has indicated to Harken that it will vote its shares to increase the authorized shares of common stock at the Annual Meeting of Stockholders scheduled to be held on or about May 20, 2003. Item 7. Materials to be Filed as Exhibits Exhibit No. Description 1. Standby Purchase Agreement between Harken Energy Corporation and Lyford Investments Enterprises Ltd. dated September 6, 2002 (filed as Exhibit 99.9 to Harken's Registration Statement on Form S-3, filed with the SEC on September 13, 2002, File No. 333-99579, and incorporated by reference herein). 2. Amendment No. 1 to Standby Purchase Agreement of September 6, 2002 between Harken Energy Corporation and Lyford Investments Enterprises Ltd., dated November 22, 2002 (filed as Exhibit 99.10 to Harken's Amendment No. 1 to Registration Statement on Form S-3, filed with the SEC on December 24, 2002, File No. 333-99579, and incorporated by reference herein). 3. Loan Agreement dated July 15, 2002 between Harken Energy Corporation and Lyford Investments Enterprises Ltd. (filed as Exhibit 10.18 to Harken's Quarterly Report on Form 10-Q for the period ended June 30, 2002, File No. 1-10262, and incorporated by reference herein). 4. First Amendment to Loan Agreement between Harken Energy Corporation and Lyford Investments Enterprises Ltd., dated August 29, 2002 (filed as Exhibit 10.2 to Harken's Quarterly Report on Form 10-Q for the period ended September 30, 2002, File No. 1-10262, and incorporated by reference herein). 5. Letter to Harken Energy Corporation indicating intent to vote shares at the 2003 Annual Meeting of Stockholders. Signature After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Lyford Investments Enterprises Ltd. Date: March 20, 2003 By: /s/ Alan G. Quasha ------------------------------------- Name: Alan G. Quasha Title: Attorney-in-Fact SCHEDULE A EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS OF LYFORD INVESTMENTS ENTERPRISES LTD. The name, citizenship, residence or business address and present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) is listed below for each (i) executive officer and director of Lyford, (ii) person controlling Lyford, and (iii) executive officer and director of any corporation or other person ultimately in control of Lyford.
Name and Citizenship Principal Occupation Address - -------------------- --------------------- ------- (i) Linda Romney-Leue/British Manager (Sr). Corporate Services Slaney Hill P.O. Box 437 Road Town, Tortola British Virgin Islands Diane Heather Stockwell/British Financial Controller Insinger Trust (BVI) Ltd. Tropic Isle Building Road Town, Tortola British Virgin Islands Nicholas Lane/British Trust Manager La Valette Mont Les Vaux St. Brelade, Jersey Channel Islands JE3 8LS Miles Walton/British Trust Manager Insinger Trust (BVI) Ltd. Tropic Isle Building Road Town, Tortola British Virgin Islands Michael Grant/British Trust Manager Insinger Trust (BVI) Ltd. Tropic Isle Building Road Town, Tortola British Virgin Islands (ii) Phyllis Quasha/Australian Investor Lyford Suites Lyford Cay New Providence Nassau, Bahamas (iii) Not applicable
Exhibit Index Exhibit No. Description 1. Standby Purchase Agreement between Harken Energy Corporation and Lyford Investments Enterprises Ltd. dated September 6, 2002 (filed as Exhibit 99.9 to Harken's Registration Statement on Form S-3, filed with the SEC on September 13, 2002, File No. 333-99579, and incorporated by reference herein). 2. Amendment No. 1 to Standby Purchase Agreement of September 6, 2002 between Harken Energy Corporation and Lyford Investments Enterprises Ltd., dated November 22, 2002 (filed as Exhibit 99.10 to Harken's Amendment No. 1 to Registration Statement on Form S-3, filed with the SEC on December 24, 2002, File No. 333-99579, and incorporated by reference herein). 3. Loan Agreement dated July 15, 2002 between Harken Energy Corporation and Lyford Investments Enterprises Ltd. (filed as Exhibit 10.18 to Harken's Quarterly Report on Form 10-Q for the period ended June 30, 2002, File No. 1-10262, and incorporated by reference herein). 4. First Amendment to Loan Agreement between Harken Energy Corporation and Lyford Investments Enterprises Ltd., dated August 29, 2002 (filed as Exhibit 10.2 to Harken's Quarterly Report on Form 10-Q for the period ended September 30, 2002, File No. 1-10262, and incorporated by reference herein). 5. Letter to Harken Energy Corporation indicating intent to vote shares at the 2003 Annual Meeting of Stockholders. EX-5 3 dex5.txt LETTER TO HARKEN ENERGY CORPORATION EXHIBIT 5 [Letterhead of Lyford] March 21, 2003 VIA FACSIMILE and UPS Ms. Anna Williams Harken Energy Corporation 580 WestLake Park Blvd., Suite 600 Houston, Texas 77079 Re: Annual Meeting of Stockholders - Proposal to Increase Authorized Shares Dear Anna: I have received a copy of the preliminary Proxy Statement (File No. 1-10262) of Harken Energy Corporation (the "Company") filed with the Securities and Exchange Commission on March 4, 2003 in connection with the Company's next Annual Meeting of Stockholders currently scheduled to be held on or about May 20, 2003. I understand that you believe it would be advisable to disclose in the Proxy Statement Lyford Investments Enterprises Ltd's intention to vote on the proposal to increase the authorized shares of common stock of the Company. This confirms that for purposes of the disclosure in the Proxy Statement, Lyford will vote for the approval to increase the number of authorized shares of common stock of the Company sufficient to redeem all of the Company's outstanding 5% Senior Convertible Notes due May 26, 2003 and 5% Convertible Notes due November 26, 2003, plus accrued interest. Very truly yours, Lyford Investments Enterprises Ltd. /s/ Alan G. Quasha ----------------------------------------------- Alan G. Quasha Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----