SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
ARES CORPORATE OPPORTUNITIES FUND LP

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2006
3. Issuer Name and Ticker or Trading Symbol
EXCO RESOURCES INC [ XCO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 6,533,333 D(1)(2)(3)(4)(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ARES CORPORATE OPPORTUNITIES FUND LP

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARES PARTNERS MANAGEMENT CO LLC

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARES MANAGEMENT INC

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACOF OPERATING MANAGER LP

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACOF MANAGEMENT LP

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Ares Corporate Opportunities Fund, L.P. ("ACOF") is the direct beneficial owner of the shares of Common Stock reported herein. ACOF Management, L.P. ("ACOF Management") is the general partner of ACOF. ACOF Operating Manager, L.P. ("ACOF Operating") is the general partner of ACOF Management, and the manager of ACOF. Ares Management, Inc. ("Ares Inc.") is the general partner of ACOF Operating. Ares Partners Management Company, LLC ("Ares Partners") directly or indirectly beneficially owns all outstanding capital stock of Ares Inc. Ares Partners, together with ACOF, ACOF Management, ACOF Operating and Ares Inc., are collectively referred to herein as the "Ares Entities."
2. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Ares Entities is deemed to beneficially own the shares beneficially owned by ACOF only to the extent of the greater of each such entity's respective direct or indirect interest in the profits or capital account of ACOF.
3. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Ares Entities, are, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any shares owned by ACOF reported herein in excess of such amount.
4. Antony P. Ressler is the manager, and Michael J. Arougheti, Seth Brufsky, David B. Kaplan, John Kissick, Bennett Rosenthal and David Sachs are members of Ares Partners. Under applicable law, certain of these individuals and their respective spouses may be deemed to be beneficial owners having indirect ownership of the shares beneficially owned by ACOF by virtue of such status.
5. Each such person disclaims ownership of all shares reported herein in excess of their pecuniary interests, if any. Further, this report shall not be deemed an admission that any such persons, are, for purposes of Section 16 of the Act or otherwise, the beneficial owner of, or have any pecuniary interest in, any shares owned by ACOF reported herein.
Remarks:
/s/ Kevin A. Frankel, VP of Ares Management, Inc., GP of ACOF Operating Manager, L.P., GP of ACOF Management, L.P., GP of Ares Corporate Opportunities Fund, L.P. 02/08/2006
/s/ Kevin A. Frankel, VP of Ares Management, Inc., GP of ACOF Operating Manager, L.P., GP of ACOF Management, L.P. 02/08/2006
/s/ Kevin A. Frankel, VP of Ares Management, Inc., GP of ACOF Operating Manager, L.P. 02/08/2006
/s/ Kevin A. Frankel, Vice President of Ares Management, Inc. 02/08/2006
/s/ Bennett Rosenthal, Member of Ares Partners Management Company, LLC 02/08/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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