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Filed Pursuant to Rule 424(b)(3)
Registration No. 33-59231
PROSPECTUS
1,200,000 Shares
HARKEN ENERGY CORPORATION
Common Stock
(par value $0.01 per share)
____________________
The 1,200,000 shares ("Shares") of common stock, par value $0.01 per
share ("Common Stock"), of Harken Energy Corporation, a Delaware corporation
("Harken"), offered hereby are being sold by the holder thereof (the "Selling
Stockholder"). See "SELLING STOCKHOLDER." Harken will not receive any part of
the proceeds from the sale of the Shares by the Selling Stockholder.
The Selling Stockholder may sell the Shares from time to time directly
or indirectly, through agents designated from time to time, in one or more open
market transactions, including block trades, on the American Stock Exchange, in
negotiated transactions or in a combination of any such methods of sale or
through dealers or underwriters also to be designated, on terms to be
determined at the time of sale. To the extent required, the specific Shares to
be sold, the name of the Selling Stockholder, purchase price, public offering
price, the name of any such agent, dealer or underwriter, and any applicable
commission or discount with respect to a particular offer will be set forth in
an accompanying prospectus supplement. The aggregate proceeds to the Selling
Stockholder from sales of the Shares will be the purchase price of the Shares
sold less the aggregate agents' commissions and underwriters' discounts, if
any, and other expenses of issuance and distribution. All of the registration
expenses of this offering will be paid for by Harken. See "PLAN OF
DISTRIBUTION."
The Selling Stockholder and any broker-dealers, agents or underwriters
that participate with the Selling Stockholder in the distribution of any of the
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commission received by
them and any profit on the resale of the Shares purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act. See
"PLAN OF DISTRIBUTION" for indemnification arrangements.
The Common Stock, including the Shares, is listed on the American
Stock Exchange. On May 22, 1995, the closing sales price of the Common Stock as
reported on the American Stock Exchange was $1 9/16 per share.
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PROSPECTIVE INVESTORS SHOULD CONSIDER AND REVIEW THE INFORMATION UNDER
THE CAPTION "INVESTMENT CONSIDERATIONS" IN CONNECTION WITH THEIR DECISION
CONCERNING THE PURCHASE OF THE SECURITIES OFFERED HEREBY.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is May 26, 1995.
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AVAILABLE INFORMATION
Harken is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"), which can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549, and at the
following regional offices of the Commission: Chicago Regional Office, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661; and New York Regional
Office, 7 World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates. In addition, the Common Stock is listed on the American Stock Exchange,
and such reports, proxy statements and other information concerning Harken may
be inspected at the offices of the American Stock Exchange, 86 Trinity Place,
New York, New York 10006.
Harken has filed with the Commission a Registration Statement
("Registration Statement") under the Securities Act with respect to the
securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to Harken and such securities, reference is
made to such Registration Statement and to the exhibits thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission are
incorporated herein by reference:
(1) Harken's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(2) Proxy Statement for the Annual Meeting of Stockholders of
Harken to be held on June 16, 1995;
(3) Description of the Common Stock contained in Harken's
Registration Statements filed under Section 12 of the Exchange
Act, including Form 8-A dated March 13, 1991;
(4) Current Report on Form 8-K of Harken dated November 4, 1994,
reporting the acquisition of additional interest in the Four
Corners Properties;
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(5) Form 8-K/A of Harken dated January 3, 1995, amending the Form
8-K dated November 4, 1994;
(6) Annual Report on Form 10-K for the fiscal year ended December
31, 1994, of Search Exploration, Inc. ("Search") (Commission
File No. 0-18837);
(7) Form 10-K/A of Search dated April 6, 1995, amending Search's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994; and
(8) Harken's Current Report on Form 8-K dated April 27, 1995,
reporting the results on an exploration well in Colombia,
South America;
(9) Harken's Quarterly Report on Form 10-Q dated May 10, 1995, for
the quarter ended March 31, 1995; and
(10) Harken's Current Report on Form 8-K dated May 16, 1995,
reporting the placement of its 8% Senior Convertible Notes
due May, 1998.
All documents filed by Harken pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in this
Prospectus, in a supplement to this Prospectus or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed supplement to this Prospectus or
in any document that also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Harken hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents. Written or oral requests for such
copies should be directed to Larry E. Cummings, Vice President, Secretary and
General Counsel, Harken Energy Corporation, 5605 North MacArthur Blvd., Suite
400, Irving, Texas 75038 (Telephone: 214/753-6900).
____________________
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BUSINESS OF HARKEN
General
Harken is engaged in oil and gas exploration, development and
production operations both domestically and internationally through its various
wholly-owned subsidiaries and joint venture investments. Harken's domestic
operations primarily consist of the oil and gas exploration and production
operations of its wholly-owned subsidiary, Harken Southwest Corporation
("HSW"). Harken's international operations include three exclusive Colombian
Association Contracts between Harken's wholly-owned subsidiary, Harken de
Colombia, Ltd., and Empresa Colombiana de Petroleos, as well as a production
sharing agreement between Harken's wholly-owned subsidiary, Harken Bahrain Oil
Company, and the Bahrain National Oil Company. Harken's international
operations currently consist solely of exploration activities, however,
management is continuing to pursue international opportunities in all areas of
Harken's operations, including oil and gas exploration and development. Harken
considers that the opportunities to profitably deploy Harken's expertise and
assets internationally are generally greater than those available domestically.
Harken was incorporated in 1973 in the State of California and
reincorporated in 1979 in the State of Delaware. Harken's principal offices
are located at 5605 North MacArthur Blvd., Suite 400, Irving, Texas 75038 and
its telephone number is (214) 753- 6900.
Recent Developments
Search Acquisition. On November 8, 1994, Harken and its wholly-owned
subsidiary, Search Acquisition Corp. ("Acq. Sub."), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Search Exploration, Inc.
("Search"), a publicly held Delaware corporation. Search is primarily engaged
in the domestic exploration for, and development and production of, oil and gas
reserves. On May 22, 1995, the shareholders of Search approved the merger (the
"Merger") and the transaction has been consummated. Harken anticipates that
Search, as a wholly-owned subsidiary, will continue to pursue its present
domestic oil and gas operations.
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Pursuant to the terms of the Merger Agreement, Search merged into Acq.
Sub. with Acq. Sub. being the surviving entity. Each share of Search common
stock, $.05 par value (the "Search Common Stock"), then outstanding was
exchanged for shares of Harken's Common Stock based upon the Exchange Ratio (as
defined below). Each share of Search preferred stock, $.001 par value (the
"Search Preferred Stock"), then outstanding was exchanged for shares of
Harken's Common Stock based upon the Preferred Exchange Ratio (as defined
below). In addition, certain outstanding notes (the "Search Notes") issued by
Search to third parties were exchanged in the Merger for the number of shares
of Harken's Common Stock equal to the face amount of such notes divided by the
Strike Price (as defined below).
In addition, certain parties, including the holders of Search Common
Stock, the note holders and the holders of certain overriding royalty interests
who agreed to reassign these interests to Search, may be entitled to
subsequently receive additional shares of Harken's Common Stock based upon the
subsequently determined value of certain undeveloped properties of Search.
Under the Merger Agreement, certain identified undeveloped properties of Search
will be valued by an independent petroleum engineer as of June 30, 1996 (the
"Valuation Date"). These parties may be entitled to receive such additional
shares of Harken's Common Stock based upon an increase in the value of these
undeveloped properties as of such Valuation Date.
The Merger Agreement provides, however, that Harken is not required in
any event to issue more than a maximum of eleven million shares of its Common
Stock, which will constitute less than 20% of its outstanding Common Stock, in
connection with all exchanges and transactions contemplated by the Merger
Agreement. The Merger Agreement does provide that in the event the undeveloped
properties of Search are valued as of the Valuation Date at an amount which
would provide for greater than eleven million shares of Harken's Common Stock
being issued in such transactions in the aggregate, then Harken may at its
option either pay such excess valuation in cash or obtain the approval of the
holders of Harken's Common Stock to issue additional shares of Common Stock in
excess of 20% of its outstanding shares of Common Stock.
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As of the execution date of the Merger Agreement, Search had
outstanding 3,690,632 shares of Search Common Stock and 575,000 shares of
Search Preferred Stock. The "Exchange Ratio" as provided in the Merger
Agreement is determined by dividing $.8099 by the Strike Price and the
"Preferred Exchange Ratio" is determined by dividing $1.00 by the Strike Price.
The "Strike Price" is defined as the average of the closing prices of a share
of Harken's Common Stock on the American Stock Exchange (as reported by the
Wall Street Journal or, if not reported thereby, by another authoritative
source) over the 30 days immediately preceding the date that is five trading
days prior to the closing of the Merger; provided, however, that in no event
shall the Strike Price be an amount which is (i) greater than $2.366 or (ii)
less than $1.274. The Strike price was determined to be $1.81875. Consequently,
1,959,611 shares of Harken's Common Stock have been authorized to be issued for
Search Common Stock, Search Preferred Stock and for the Search Notes.
See "Unaudited Pro Forma Combined Condensed Financial Statements" for
certain additional information regarding the Merger.
Colombian Activities. On December 14, 1994, Harken entered into its
third Association Contract with Ecopetrol, the national oil company of
Colombia, covering a tract of land of approximately 10,000 acres in size
referred to as the Playero Contract Area. This area is located in the Llanos
Basis of Colombia and lies adjacent to Harken's Alcaravan Contract Area. On
December 20, 1994, Harken awarded a contract to Perforaciones El Dorado, S.A.
("El Dorado") to drill the Alcaravan #1 well in the Llanos Basin of Colombia.
Harken announced on April 24, 1995, that the well failed to produce commercial
quantities of oil and that it will be plugged and abandoned.
On January 19, 1995, Harken notified Ecopetrol of Harken's commitment
to drill a well on its Bocachico Association Contract Area and thereby extended
the contract into its second year. Harken currently anticipates that a well
site will be selected and drilling will commence by mid-1995. The Bocachico
area is located in Colombia's Middle Magdelena Basin.
CHAP Interest. In October 1994, Harken purchased an approximate
additional 20% participating interest in properties which it currently
operates, through the CHAP Joint Venture ("CHAP"), in the Paradox Basin, thus
increasing its and one of its subsidiary's total combined interest in CHAP to
approximately 70%. Each CHAP co-venturer, in proportion to its respective
participating interest, pays its share of the costs and expenses and receives
its share of revenues; thus, as a result of the acquisition, Harken and its
subsidiary's proportionate share in such costs, expenses, and revenues
increased by approximately 20% with respect to CHAP. The acquisition also
included the sellers' interests in certain oil and gas leases relating to
exploration acreage and development drilling locations and increased Harken's
ownership interest in the Aneth Gas Plant, all located in the Paradox Basin.
These sellers received
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960,000 shares of Harken Common Stock pursuant to this transaction. On April
12, 1995, the Commission declared effective Harken's Registration Statement on
Form S-3 (File No. 33-86829) with respect to the resale of these 960,000 shares
of Harken Common Stock.
8% Convertible Subordinated Notes. On May 12, 1995, Harken entered
into a Note Purchase Agreement with several European institutions providing for
the sale by Harken of up to $15,000,000 aggregate principal amount of its 8%
Convertible Subordinated Notes due May, 1998 (the "Notes"). At their option,
the holders of the Notes may on or after June 22, 1995, convert the Notes into
Harken Common Stock at an initial price of $1.50 per share, subject to
adjustment under certain circumstances ("Conversion Price"). Therefore,
assuming $15,000,000 principal amounts Notes are sold, such Notes will be
convertible into 10,000,000 shares Harken Common Stock. Further, at Harken's
option, from and after May 12, 1996, if for a period of thirty (30) consecutive
days the closing price of Harken Common Stock (as quoted on AMEX or any
subsequent exchange or market system on which Harken Common Stock is traded)
for each trading day during such period equals or exceeds $2.10 (140% of the
Conversion Price), Harken may require the holders the Notes to convert such
Notes into 10,000,000 shares of Harken Common Stock at the Conversion Price,
subject to adjustment in certain circumstances, and assuming $15,000,000
principal amount of Notes are sold. (See "Investment Considerations -- Effect
of sales of Common Stock and Other Events on Market Price.")
UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed financial
statements give effect to the Merger under the purchase method of accounting.
The pro forma combined condensed balance sheet gives effect to the Merger as if
it had been consummated as of December 31, 1994. The pro forma combined
condensed statements of operations for the years ended December 31, 1993 and
1994, give effect to both the Search Merger and the acquisition of the
additional interest in CHAP as if both had occurred at the beginning of each
period.
These statements have been prepared from the historical consolidated
financial statements of Harken and Search and should be read in conjunction
with such statements and the related notes contained in each company's Annual
Report on Form 10-K for the year ended December 31, 1994.
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The pro forma data is presented for illustrative purposes only and are not
necessarily indicative of the financial position or operating results that would
have occurred had the transactions been consummated at the dates indicated, nor
are they indicative of future financial position or operating results.
PRO FORMA COMBINED CONDENSED BALANCE SHEET
DECEMBER 31, 1994
(UNAUDITED) ($ in thousands)
HARKEN SEARCH PRO FORMA
ACTUAL ACTUAL ADJUSTMENTS PRO FORMA
------- ------ ----------- ---------
Current Assets................................ $ 6,840 $ 489 $ $ 7,329
Property and Equipment, net................... 20,177 2,084 1,176(1) 23,879
442(2)
Investments in Former Subsidiaries............ 1,219 -- 1,219
Notes Receivable from Related Parties,
including interest.......................... 474 -- 474
Other Assets, Net............................. 250 -- 250
------- ------ --------- --------
Total Assets........................ $28,960 $2,573 $ 1,618 $33,151
======= ====== ========= ========
Current Liabilities........................... $ 5,133 $ 174 $ 215(1) $ 5,655
133(2)
Long-Term Debt................................ -- -- 309(2) 309
Redeemable Preferred Stock.................... 1,868 575 (575)(1) 1,868
Stockholders' Equity.......................... 21,959 1,824 1,536(1) 25,319
------- ------ --------- --------
$28,960 $2,573 $ 1,618 $33,151
======= ====== ========= ========
PRO FORMA ADJUSTMENTS -- PRO FORMA COMBINED CONDENSED BALANCE SHEET
(1) Pro forma entry to record the acquisition of Search at December 31, 1994, in
exchange for Harken common stock. Purchase price was calculated using the
market value, discounted by 10%, of Harken common stock over the most
recent 30 days to determine the number of shares of Harken common stock to
be issued, according the Merger Agreement. Such purchase price results in a
total investment in Search of approximately $3,360,000, which includes
approximately $215,000 of estimated transaction costs.
(2) Pro forma entry to record the required roll-up acquisition by Search of the
non-owned interests in its managed limited partnerships in exchange for
notes payable bearing interest at 10% per annum.
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PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
(UNAUDITED) ($ in thousands)
ACQUIRED PRO FORMA PRO FORMA
HARKEN INTEREST IN SEARCH ADJUSTMENT- ADJUSTMENTS-
ACTUAL CHAP-ACTUAL ACTUAL CHAP SEARCH PRO FORMA
------- ------------- ------- ------------ ------------- ---------
Oil and gas revenue............. $ 4,970 $ 2,135 $ 1,057 $ $ 131(5) $ 8,293
Other revenues.................. 1,631 57 44 1,732
------- ------ ------- ------ ---------- --------
Total Revenues.......... 6,601 2,192 1,101 131 10,025
------- ------ ------- ------ ---------- --------
Oil and gas operating
expenses...................... 1,825 676 286 38(5) 2,825
General and administrative
expenses...................... 3,179 199 788 4,166
Depreciation and amortization... 2,571 810 670 (511)(3) (246)(4) 3,294
Provision for asset
impairments................... 726 326 462 (326)(3) (462)(4) 726
Interest and other.............. 97 13 135 41(5) 286
------- ------ ------- ------ ---------- --------
8,398 2,024 2,341 (837) (629) 11,297
------- ------ ------- ------ ---------- --------
Income tax expense (benefit).... -- -- (335) 335(6) --
------- ------ ------- ------ ---------- --------
Income (loss) from continuing
operations.................... $(1,797) $ 168 $ (905) $ 837 $ 425 $(1,272)
======= ====== ======= ====== ========== ========
Net loss per share from
continuing operations
attributable to common
stock......................... $ (0.03) $ (0.02)
======= ========
Weighted Average Shares
Outstanding................... 58,392,901 61,349,284
========== ==========
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED)
ACQUIRED PRO FORMA PRO FORMA
HARKEN INTEREST IN SEARCH ADJUSTMENT- ADJUSTMENTS-
ACTUAL CHAP-ACTUAL ACTUAL CHAP SEARCH PRO FORMA
------- ------------- ------- ------------ ------------- ---------
Oil and gas revenue............. $ 4,156 $ 1,035 $ 495 $ $ 89(5) $ 5,775
Other revenues.................. 739 39 221 999
------- ------ ------- ------ ---------- --------
Total Revenues.......... 4,895 1,074 716 89 6,774
------- ------ ------- ------ ---------- --------
Oil and gas operating
expenses...................... 1,535 337 274 37(5) 2,183
General and administrative
expenses...................... 3,132 96 698 2(5) 3,928
Depreciation and amortization... 1,993 416 499 (324)(3) (128)(4) 2,456
Provision for asset
impairments................... 6,361 -- 2,667 (2,667)(4) 6,361
Interest and other.............. 85 -- 5 27(5) 117
------- ------ ------- ------ ---------- --------
13,106 849 4,143 (324) (2,729) 15,045
------- ------ ------- ------ ---------- --------
Income tax expense (benefit).... -- -- (227) 227(6) --
------- ------ ------- ------ ---------- --------
Income (loss) from continuing
operations.................... $(8,211) $ 225 $(3,200) $ 324 $ 2,591 $(8,271)
======= ====== ======= ====== ========== ========
Net loss per share from
continuing operations
attributable to common
stock......................... $ (0.14) $ (0.13)
======= ========
Weighted Average Shares
Outstanding................... 59,722,853 62,439,236
========== ==========
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PRO FORMA ADJUSTMENTS -- PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
(3) Pro forma entry to adjust actual depreciation and depletion expense and
valuation provision on oil and gas properties for the acquired interest in
CHAP to the depreciation and depletion calculated on a consolidated basis.
(4) Pro forma entry to adjust actual depreciation and depletion expense and
valuation provision on oil and gas properties for Search to the
depreciation and depletion calculated on a consolidated basis.
(5) Pro forma entry to reflect the additional revenues and expenses of Search's
required roll-up of its managed limited partnerships, along with related
interest expense on the notes payable to be issued.
(6) Pro forma entry to eliminate income tax benefit of Search.
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INVESTMENT CONSIDERATIONS
The following matters should be considered with all other information
contained and incorporated by reference in this Prospectus in evaluating an
investment in the Common Stock.
Losses From Continuing Operations
Harken reported income (losses) from continuing operations for the
fiscal years ended December 31, 1992, 1993, and 1994, in the amounts of
$661,000, $(1,797,000), and $(8,211,000), respectively. While the reasons for
most of these losses, as explained below, are nonrecurring, there can be no
assurance that Harken will not continue to report losses, including future
losses from other nonrecurring items.
Harken reported a net loss from continuing operations for the year
ended December 31, 1994, of $8,211,000 primarily due to a reduction in Harken's
carrying value in its investment in E-Z Serve Series C Preferred and related
accrued dividends by approximately $5.8 million due to a permanent decline in
value as indicated by efforts of Harken management to sell the investment in
early 1995. Despite production declines on existing wells and the lack of new
production from drilling activities, Harken did bolster its oil and gas reserve
and revenue base through the acquisition of approximately an additional 20% of
CHAP during the last half of 1994. Total gross revenues from oil and gas
operations were $4,156,000 with a gross profit before depreciation and
amortization and general and administrative expenses of $2,621,000.
Harken reported a net loss from continuing operations for the year
ended December 31, 1993, of $1,797,000. Effective February 15, 1993, Harken
consummated a merger pursuant to which Chuska Resources Corporation ("Chuska")
became a wholly-owned subsidiary of Harken. As a result of the merger with
Chuska, Harken began reflecting oil and gas sales revenues and related
operating expenses and depreciation and amortization in 1993. Harken's
exploration and production operations generated gross revenues of $5,505,000
and gross profit before depreciation and amortization and general and
administrative expenses totalled $3,680,000 during 1993, primarily generated
from the Chuska acquisition. Contributing to the loss from continuing
operations was the expensing of a total of $551,000 of accrued interest related
to certain non-recourse notes receivable from certain current and former
employees, officers and directors.
Harken reported net income from continuing operations for the year
ended December 31, 1992, of $661,000. In December 1992, Harken entered into a
Purchase and Sale Agreement pursuant to which Harken sold its 12% general
partner's
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interest in its managed limited partnership, Harken Anadarko Partners, L.P.
("HAP"), for cash of $2,650,000. The transaction resulted in Harken
recognizing a gain on the sale of $1,449,000 during December 1992. As result
of this gain, operating profit for Harken's exploration and production
operations was $2,872,000 during 1992.
Effect of Sales of Common Stock and Other Events on Market Price
As of May 24, 1995, there were 61,642,853 shares of Harken Common
Stock outstanding. Harken, on behalf of the Selling Stockholder, is
registering for sale 1,200,000 shares of Common Stock pursuant to the
Registration Statement of which this Prospectus is a part. Harken has no
knowledge of a proposed plan of distribution of the Shares other than as
described in this Prospectus. See "PLAN OF DISTRIBUTION." In addition, Harken
has registered with the Commission 960,000 shares of Common Stock for resale by
certain selling stockholders (see "Recent Developments--CHAP Interest"). As a
result of consummation of the Merger (see "Recent Developments - Search
Acquisition"), up to a maximum of 11 million shares of Harken's Common Stock
may be issued at various times following the closing thereof. Upon the closing
of the transactions contemplated in the Merger Agreement, 1,959,611 shares of
Harken Common Stock were authorized to be issued and will be freely tradeable
immediately as a result of such shares being registered under applicable
securities laws, except for 403,799 of the shares held by certain "affiliates"
as described below. Regarding the remainder of such 11 million shares which may
be issued under this transaction, the shares of Harken Common Stock to be
issued in the Merger and the shares issuable upon an exercise of the Harken
Warrants (herein so called) issued in the Merger in exchange for the Search
Warrants (herein so called) will be subject to adjustment on June 30, 1996, in
the event the valuation of certain Search undeveloped oil and gas properties
increases during the period from the effective date of the Merger to June 30,
1996. These shares of Common Stock to be issued as a result of a valuation
increase, if any, will be distributed by September 30, 1996. Additionally, any
shares of Common Stock issuable upon the exercise of Search Warrants which were
not exchanged in the Merger will be issued not later than November 14, 1998;
provided the holder of the unexchanged Search Warrant exercises it prior to
such date. If exercised prior to its termination date, the unexchanged Search
Warrant will be entitled to be exercisable for additional shares of Common
Stock due to the June 30, 1996 valuation increase, if any. There is no
assurance that these undeveloped properties will result in any increase in
value and thereby give rise to additional shares of Harken's Common Stock being
issued or for the holders of the Search Warrants to either exchange their
Search Warrants for Harken Warrants or, if so exchanged, to exercise such
Harken Warrants, before their expiration on June 30, 1996. Shares of Harken's
Common
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Stock acquired by "affiliates" (as that term is defined in the Securities Act)
of Search at the time the Merger was submitted to a vote of its stockholders
may be sold by them only in transactions permitted by the resale provisions of
Rule 145 promulgated under the Securities Act (or Rule 144 in case such persons
become affiliates of Harken) or as otherwise permitted under the Securities
Act. Harken estimates that up to approximately 32.23% of shares of its Common
Stock which can be issued in this transaction will be acquired by affiliates of
Search, based upon the Strike Price of $1.81875 per share for Harken's Common
Stock and further upon the assumption of full acceptance by the affiliates of
Search of the Warrant Exchange Offer and subsequent exercise of the Harken
Warrants issued in such exchange. There can be no assurance that the sale of
the Shares by the Selling Stockholder or the shares of Common Stock (i) issued
and registered in connection with the transaction described in "Recent
Developments -- CHAP Interest" above, (ii) issued which may be issued in
connection with the Search Merger transaction or (iii) which may be issued in
connection with the Conversion, if any, of the Notes into Harken Common Stock
(See "Recent Developments - 8% Convertible Notes") will not have a material
adverse effect on the then prevailing market price of the Harken Common Stock.
The closing price of a share of Harken Common Stock on the American Stock
Exchange on May 22, 1995, was $1 9/16.
Preferred Stock Authorized for Issuance
Harken has available for issuance 10 million shares of preferred
stock, par value $1.00 per share. The Board of Directors is authorized to
provide for the issuance of such preferred stock in one or more series and to
set the designations, preferences, powers and relative participating, optional
or other rights and restrictions thereof. Presently, Harken has three series
of preferred stock authorized, of which only one has any shares currently
outstanding. Such shares have certain preferences over the shares of Common
Stock with respect to the payment of dividends and upon liquidation,
dissolution, winding-up and in certain instances, voting. The Board of
Directors of Harken also may authorize other series of preferred stock in the
future that have similar as well as other preferences over the shares of Common
Stock.
Factors Related to International Operations
Harken conducts international operations presently and anticipates
that it will conduct significant international operations in the future.
Foreign properties, operations or investments may be adversely affected by
local political and economic developments, exchange controls, currency
fluctuations, royalty and tax increases, retroactive tax claims, renegotiation
of contracts with governmental entities, expropriation, import and export
regulations and other foreign laws or policies governing operations of
foreign-based companies, as well as by laws and policies of the United States
affecting foreign trade, taxation and investment. In addition, as
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certain of Harken's operations are governed by foreign laws, in the event of a
dispute, Harken may be subject to the exclusive jurisdiction of foreign courts
or may not be successful in subjecting foreign persons to the jurisdiction of
courts in the United States. Harken may also be hindered or prevented from
enforcing its rights with respect to a governmental instrumentality because of
the doctrine of sovereign immunity. Exploration and production activities in
areas outside the United States are also subject to the risks inherent in
foreign operations, including loss of revenue, property and equipment as a
result of hazards such as expropriation, nationalization, war, insurrection and
other political risks.
Regarding Harken's activities in Colombia, management anticipates that
full development of reserves in the Alcaravan area of the Llanos Basin and the
Bocachico area of the Middle Magdelena Basin may take several years and may
require extensive production facilities which could require significant
additional capital expenditures. The ultimate amount of such expenditures
cannot be presently predicted. Harken anticipates that amounts required to
fund international activities, including those in Colombia, will be funded from
existing cash balances, asset sales, stock issuances, operating cash flows and
potentially from industry partners; however, there can be no assurances that
industry partners can be obtained to fund such international activities, nor
that Harken will have adequate funds available to it to fund its international
activities without participation from industry partners. While pipelines
presently connect the major producing fields in Colombia to export facilities
and various refineries, Harken anticipates that additional pipeline capacity
will likely be needed in the future. Guerilla activity in Colombia has in the
past disrupted the operation of certain oil and gas projects of some
foreign-based companies. Harken does not anticipate that future guerilla
activity will have a material impact on Harken's eventual exploration and
development of the Alcaravan or Bocachico areas. However, there can be no
assurance that such activity will not occur or have such an impact.
Price Volatility
The revenues generated by Harken are highly dependent upon the prices
of crude oil and natural gas. Fluctuations in the energy market make it
difficult to estimate future prices of oil and natural gas. Fluctuations in
energy prices are caused by a number of factors, including regional, domestic
and international demand, energy legislation, federal or state taxes (if any)
on sales of crude oil and natural gas, production guidelines established by the
Organization of Petroleum Exporting Countries, and the relative abundance of
supplies of alternative fuel such as coal. Additionally, changing
international economic and political conditions may have a dramatic impact upon
crude oil and natural gas prices. Many of these factors are beyond the control
of Harken.
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Business Risks
Harken must continually acquire or explore for and develop new oil and
gas reserves to replace those being depleted by production. Without successful
drilling or acquisition ventures, Harken's oil and gas assets, properties and
revenues derived therefrom will decline over time. To the extent Harken
engages in drilling activities, such activities carry the risk that no
commercially viable oil or gas production will be obtained. The cost of
drilling, completing and operating wells is often uncertain. Moreover,
drilling may be curtailed, delayed or canceled as a result of many factors,
including title problems, weather conditions, shortages of or delays in
delivery of equipment, as well as the financial instability of well operators,
major working interest owners and drilling and well servicing companies. The
availability of a ready market for Harken's oil and gas depends on numerous
factors beyond its control, including the demand for and supply of oil and gas,
the proximity of Harken's natural gas reserves to pipelines, the capacity of
such pipelines, fluctuation in seasonal demand, the effects of inclement
weather, and government regulation. New gas wells may be shut-in for lack of a
market until a gas pipeline or gathering system with available capacity is
extended into the area.
In February 1994, the Navajo Nation issued a moratorium on future oil
and gas development agreements and exploration on lands situated within the
Aneth Chapter of the Navajo Reservation, which is an area that includes much of
HSW's undeveloped acreage. It is unknown what effect, if any, this moratorium
will have on HSW's operations. Any acreage under the 1987 Tribal Agreement
which is not held by production as of July 31, 1995, will expire unless
extended by Harken and the Navajo Nation by subsequent agreement.
Operating Hazards and Uninsured Risks
The operations of Harken are subject to the inherent risks normally
associated with exploration for and production of oil and gas, including
blowouts, cratering, pollution and fires, each of which could result in damage
to or destruction of oil and gas wells or production facilities or damage to
persons and property. As is common in the oil and gas industry, Harken is not
fully insured against of these risks, either because insurance is not available
or because Harken has elected to self-insure due to high premium costs. The
occurrence of a significant event not fully insured against could have a
material adverse effect on Harken's financial condition.
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Environmental Regulation
The activities of Harken are subject to various Navajo, federal,
state, and local laws and regulations covering the discharge of material into
the environment or otherwise relating to protection of the environment. In
particular, Harken's oil and gas exploration, development, production, its
activities in connection with storage and transportation of liquid hydrocarbons
and its use of facilities for treating, processing, recovering, or otherwise
handling hydrocarbons and wastes therefrom are subject to stringent
environmental regulation by governmental authorities. In addition to these
domestic laws and regulations, Harken's international operations are subject to
the laws, regulations and governmental approvals of each foreign country in
which it conducts activities including, but not limited to, environmental laws
and regulations governing oil and gas operations. Such domestic and foreign
laws and regulations have increased the costs of planning, designing, drilling,
installing, operating and abandoning Harken's oil and gas wells and other
facilities.
The Aneth Gas Plant facility, of which HSW is a co-owner, was in
operation for many years prior to HSW's becoming an owner. The operations at
the Aneth Gas Plant previously used open, unlined drip pits for storage of
various waste products. The plant owners have replaced all of the open ground
pits currently being used with steel tanks. The plant owners are currently in
the process of closing the open ground pits.
Texaco, the plant's operator, received a letter from the EPA dated
July 2, 1991 and a subsequent letter dated June 8, 1992, in which the EPA
requested certain information in order to determine if there had been at the
Aneth Gas Plant the release of hazardous substances to the environment. Texaco
has advised HSW that certain information was supplied to the EPA pursuant to
this request. Subsequently, core samples in and around certain pit areas were
taken by the EPA and Texaco jointly. The EPA has responded to the initial
sampling of the drip pits and Texaco is now planning the next phase of required
evaluation.
Texaco had indicated to HSW that it believes that some of these pits
may require reclamation or remediation. In the event such action should or
must be taken, the plant owners, including HSW, will seek contractual
indemnification from the previous owner of the Aneth Gas Plant for the costs
incurred in the reclamation and remediation process. At this time, however, it
is impossible for HSW to determine or estimate the costs of the cleanup at the
Aneth Gas Plant or if the prior owner will indemnify the present owners,
including HSW, for such costs.
Harken has expended significant resources, both financial and
managerial, to comply with environmental regulations and permitting
requirements and anticipates
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that it will continue to do so in the future. Although Harken believes that
its respective operations and facilities are in general compliance with
applicable environmental laws and regulations, risks of substantial costs and
liabilities are inherent in oil and gas operations, and there can be no
assurance that significant costs and liabilities will not be incurred in the
future. Moreover, it is possible that other developments, such as increasingly
strict environmental laws, regulations and enforcement policies thereunder, and
claims for damages to property, employees, other persons and the environment
resulting from Harken's operations, could result in substantial costs and
liabilities in the future.
Imprecise Nature of Reserve Estimates
Reserve estimates are imprecise and may be expected to change as
additional information becomes available. Furthermore, estimates of oil and
gas reserves, of necessity, are projections based on engineering data, and
there are uncertainties inherent in the interpretation of such data as well as
the projection of future rates of production and the timing of development
expenditures. Reserve engineering is a subjective process of estimating
underground accumulations of oil and gas that cannot be measured in an exact
way, and the accuracy of any reserve estimate is a function of the quality of
available data and of engineering and geological interpretation and judgment.
Competitive Factors in Oil and Gas Industry
The oil and gas industry is competitive in all its phases.
Competition is particularly intense respecting the acquisition of desirable
producing properties and the sale of oil and natural gas production. Harken's
competitors in oil and gas exploration, development and production, include
major oil companies and numerous independent oil and gas companies, and
individual producers and operators. Many of Harken's competitors possess and
employ financial and personnel resources substantially greater than those which
are available to Harken, and may, therefore, be able to pay greater amounts for
desirable leases and to define, evaluate, bid for and purchase a greater number
of producing prospects than the financial or personnel resources of Harken will
permit.
Regulatory Items
The production of oil and gas is subject to extensive Navajo, federal
and state laws, rules, orders and regulations governing a wide variety of
matters, including the drilling and spacing of wells, allowable rates of
production, prevention of waste and pollution and protection of the
environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to the
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extent that certain regulations limit oil and gas production to below economic
levels. Although the particular regulations applicable in each state in which
operations are conducted vary, such regulations are generally designed to
ensure that oil and gas operations are carried out in a safe and efficient
manner and to ensure that similarly-situated operators are provided with
reasonable opportunities to produce their respective fair shares of available
oil and gas reserves. However, since these regulations generally apply to all
oil and gas producers, management of Harken believes that these regulations
should not put Harken at a material disadvantage to other oil and gas
producers.
Certain sales, transportation, and resales of natural gas by Harken
are subject to Navajo, federal and state laws and regulations, including, but
not limited to, The Natural Gas Act of 1938, as amended ("NGA"), the Natural
Gas Policy Act of 1978, as amended ("NGPA") and regulations promulgated by the
Federal Energy Regulatory Commission ("FERC") under the NGA, the NGPA and other
statutes. The provisions of the NGA and NGPA, as well as the regulations
thereunder, are complex, and can affect all who produce, resell, transport,
purchase or consume natural gas.
Although recent FERC transportation regulations do not directly apply
to Harken because they are not engaged in rendering jurisdictional
transportation services, these regulations do affect the operations of Harken
by virtue of the need to deliver its gas production to markets served by
interstate or intrastate pipelines. In most instances, interstate pipelines
represent the only available method of accomplishing such transportation.
In addition to these domestic laws and regulations, Harken's
international operations are subject to the laws, regulations and governmental
approvals of each foreign country in which it conducts activities including,
but not limited to, environmental laws and regulations governing oil and gas
operations.
UNAUDITED COMBINED OIL AND GAS RESERVE DATA
The following unaudited pro forma combined oil and gas reserve data
gives effect to the Search merger as if it has been consummated as of January
1, 1994. The information is presented with regard to Harken and Search's proved
oil and gas reserves, all of which are located in the United States. The
reserve values reflected in the following reserve disclosure are based on
prices received as of year end.
Pro Forma 1994:
Harken Search Combined
------ ------ --------
(In thousands)
Crude Oil and Condensate (Barrels):
Proved reserves - December 31, 1993 ... 1,035 159 1,194
Extensions and discoveries ......... 0 18 18
Revisions of previous estimates .... 186 2 188
Production ......................... (158) (10) (168)
Sales of reserves-in-place ......... 0 (150) (150)
Purchase of reserves-in-place ...... 458 0 458
---------------------------
Proved reserves - December 31, 1994 ... 1,521 19 1,540
===========================
Proved developed reserves -
December 31, 1993 .................. 624 159 783
===========================
December 31, 1994 .................. 915 19 934
===========================
Natural Gas (Mcf):
Proved reserves - December 31, 1993 ... 4,970 2,068 7,038
Extensions and discoveries ......... 0 960 960
Revisions of previous estimates .... 476 (739) (263)
Production ......................... (426) (238) (664)
Sales of reserves-in-place ......... 0 (753) (753)
Purchases of reserves-in-place ..... 2,128 0 2,128
---------------------------
Proved reserves - December 31, 1994 ... 7,148 1,298 8,446
===========================
Proved developed reserves -
December 31, 1993 .................. 1,624 2,068 3,692
===========================
December 31, 1994 .................. 2,207 1,298 3,505
===========================
Standardized Measure of Discounted Future Net Cash Flows Relating to
Proved Oil and Gas Reserves As of December 31, 1994:
Harken Search Combined
------ ------ --------
(In thousands)
Future cash inflows ................... $ 37,612 $3,039 $ 40,651
Production and development costs ... (17,434) (625) (18,059)
-----------------------------
Future net inflows before income tax .. 20,178 2,414 22,592
Future income taxes ................... 0 0 0
-----------------------------
Future net cash flows ................. 20,178 2,414 22,592
10% discount factor ................... (8,466) (901) (9,367)
-----------------------------
Standardized measure of discounted
future net cash flow ............... $ 11,712 $1,513 $ 13,225
=============================
Changes in Standardized Measure of Discounted Future Net Cash Flows
Relating to Proved Oil and Gas Reserves For the Year Ended December 31, 1994:
Harken Search Combined
------ ------ --------
(In thousands)
Standardized measure - December 31, 1993 ... $ 8,230 $ 3,126 $11,356
Increase (decrease):
Sales, net of production costs .......... (2,398) (221) (2,619)
Net changes in prices, net of
production costs ..................... 364 (411) (47)
Change in future development costs ...... (208) 0 (208)
Revisions of quantity estimates ......... 1,450 (353) 1,097
Accretion of discount ................... 823 (313) 510
Changes in production rates, timing
and other ............................ (150) 0 (150)
Extensions and discoveries, net of
future costs ......................... 0 1,091 1,091
Net change in income taxes .............. 0 129 129
Sales of reserves-in-place .............. 0 (1,535) (1,535)
Purchases of reserves-in-place .......... 3,601 0 3,601
------------------------------
Standardized measure - December 31, 1994 ... $11,712 $ 1,513 $13,225
==============================
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USE OF PROCEEDS
Harken will not receive any part of the proceeds from the sale of
Shares by the Selling Stockholder.
SELLING STOCKHOLDER
This Prospectus covers offers from time to time by the Selling
Stockholder of its shares of Common Stock. Set forth below is the name of the
Selling Stockholder, the number of shares of Common Stock owned of record by
the Selling Stockholder as of May 8, 1995, the number of shares of Common Stock
which may be offered by the Selling Stockholder pursuant to this Prospectus,
and the number of shares of Common Stock and percentage of the class of Common
Stock to be owned by the Selling Stockholder upon completion of the offering if
all Shares are sold. Any or all of the Shares listed below may be offered for
sale by the Selling Stockholder from time to time.
Shares Shares
Owned Prior Shares Owned After Percent of Class
to the Registered the After the
Selling Stockholder Offering Hereunder Offering(1) Offering
------------------ -------- -------- ----------- --------
Banque Franck, S.A. 1,200,000 1,200,000 -0- - 0-
_________________
(1) Assumes no other disposition or acquisition of Common Stock and all
Shares included herein are sold.
PLAN OF DISTRIBUTION
Any or all of the Shares may be sold from time to time for a period of
six months from the date of this Prospectus (November 26, 1995) to purchasers
directly by the Selling Stockholder in one or more open market transactions,
including block trades on the American Stock Exchange, in negotiated
transactions or in a combination of any such methods of sale. Alternatively,
the Selling Stockholder may from time to time offer the Shares through
underwriters, dealers or agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholder
or the purchasers of the Shares for whom they may act as agent. The Selling
Stockholder and any such underwriters, dealers or agents that participate in
the distribution of the Shares may be deemed to be
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underwriters, and any profit on the sale of the Shares by them and any
discounts, commissions or concessions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular offer of the Shares is
made, to the extent required, a Prospectus Supplement will be distributed that
will set forth the aggregate amount of Shares being offered and the terms of
the offering, including the name or names of any underwriters, dealers or
agents, any discounts, commissions and other items constituting compensation
from the Selling Stockholder and any discounts, commissions or concessions
allowed or reallowed or paid to dealers, including the proposed selling price
to the public. Harken will not receive any of the proceeds from the sale by
the Selling Stockholder of the Shares offered hereby. All of the registration
expenses of the offering will be paid by Harken.
The Shares may be sold from time to time in one or more transactions
at a fixed offering price, which may be changed, or at varying prices
determined at the time of sale or at negotiated prices.
Harken has agreed to indemnify in certain circumstances the Selling
Stockholder and any underwriter, selling brokers, dealer managers or similar
persons who participate in the distribution of the Shares, if any, and certain
persons related to the foregoing persons, against certain liabilities,
including liabilities under the Securities Act. The Selling Stockholder has
agreed to indemnify, in certain circumstances, Harken and certain persons
related to Harken against certain liabilities, including liabilities under the
Securities Act.
In order to comply with certain states' securities laws, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless the Shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and is complied with.
LEGAL MATTERS
The validity of the Shares will be passed upon for Harken by Larry E.
Cummings, Vice President, General Counsel and Secretary of Harken.
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EXPERTS
The (i) consolidated financial statements and schedules of Harken
included in Harken's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, and (ii) financial statements of the CHAP Venture as of
December 31, 1993, included in Harken's Amendment to Application or Report on
Form 8-K/A dated January 3, 1995, each of which are incorporated by reference
in this Registration Statement of which this Prospectus forms a part, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
The consolidated balance sheet as of December 31, 1993, and the
related consolidated statements of operations, changes in stockholders' equity,
and cash flows of Search and its subsidiaries for the years ended December 31,
1993 and 1992, included in Search's Annual Report on Form 10-K for the year
ended December 31, 1994, included herein and incorporated by reference in the
Registration Statement of which this Statement forms a part, have been audited
by Deloitte & Touche LLP, independent certified public accountants, as stated
in their report appearing therein, and have been so included in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
The consolidated financial statements and financial statements
schedules of Search for the year ended December 31, 1994, included in Search's
Annual Report on Form 10-K for the year ended December 31, 1994, included
herein and incorporated by reference in the Registration Statement of which
this statement forms a part, have been audited by Hein + Associates LLP,
independent certified public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
The estimated net quantities of proved, developed and undeveloped oil
and gas reserves of McCulloch, a wholly-owned subsidiary of Search, which are
included in Search's Annual Report on Form 10-K for the year ended December 31,
1994, were prepared by Search based on the estimates as of December 31, 1994,
of the petroleum engineering firm of Gerald W. DuPont Enterprises, Inc. The
estimate of such reserves prepared by Gerald W. DuPont Enterprises, Inc. are
incorporated by reference in the Registration Statement of which this statement
forms a part from the Search Annual Report in reliance upon reports of such
petroleum engineering firm on such reserves and upon the authority of such firm
as an expert in petroleum engineering.
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No dealer, salesperson or any other individual has been authorized to give
any information or to make any representation not contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by Harken or
any Selling Stockholder. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities offered hereby in
any jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that the information herein is correct as of any time subsequent to the date
hereof or that there has been no change in the affairs of Harken since such
date.
---------------
TABLE OF CONTENTS
Page
Available Information . . . . 5
Incorporation of Certain
Documents by Reference . . . . 5
Business of Harken . . . . . 7
Unaudited Pro Forma
Combined Condensed
Financial Statements . . . . 10
Investment Considerations . . . 14
Unaudited Combined Oil and Gas
Reserve Data . . . . . . . . 21
Use of Proceeds . . . . . . . . 22
Selling Stockholder . . . . . . 22
Plan of Distribution . . . . . 22
Legal Matters . . . . . . . . . 23
Experts . . . . . . . . . . . . 24
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1,200,000 Shares
HARKEN ENERGY CORPORATION
COMMON STOCK
--------------------
P R O S P E C T U S
--------------------
May 26, 1995
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