-----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, NbwixcqyxRlK72Iwe4r0tylh6jMgazPO1p1Pc558H9sbKabUfQnblOCFEz1MzEcT vXUjKPeJJbj0OfUGv0yo5w== 0000909518-04-000173.txt : 20040223 0000909518-04-000173.hdr.sgml : 20040223 20040223155347 ACCESSION NUMBER: 0000909518-04-000173 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040223 GROUP MEMBERS: PERSHING SQUARE GP, LLC GROUP MEMBERS: PERSHING SQUARE, L.P. GROUP MEMBERS: WILLIAM ACKMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS RESOURCES INC CENTRAL INDEX KEY: 0000350426 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 132898764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33092 FILM NUMBER: 04622080 BUSINESS ADDRESS: STREET 1: 700 MILAM STREET 2: SUITE 3100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 8322396000 MAIL ADDRESS: STREET 1: 700 MILAM STREET 2: SUITE 3100 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEUCADIA NATIONAL CORP CENTRAL INDEX KEY: 0000096223 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132615557 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 315 PARK AVE S CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2124601900 MAIL ADDRESS: STREET 1: 315 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: TALCOTT NATIONAL CORP DATE OF NAME CHANGE: 19800603 SC 13D 1 mv2-23_13d.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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. __) PLAINS RESOURCES INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE 726540503 - -------------------------------------- -------------------------------------- (Title of class of securities) (CUSIP number) ANDREA A. BERNSTEIN WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153 (212) 310-8000 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) FEBRUARY 19, 2004 - -------------------------------------------------------------------------------- (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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. ================================================================================
- ----------------------------------------------------------------- ------------------------------------------------- Page 2 - ----------------------------------------------------------------- ------------------------------------------------- - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Pershing Square, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 38-3694138 - ----------------- ---------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X] (B) [_] - ----------------- ---------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------- -------------------------- ------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC - ----------------- ---------------------------------------------------------------------------------------------------------------- 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 - --------------------------- ------ --------------------------------------------- ------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ------ --------------------------------------------- ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 1,258,500 OWNED BY ------ --------------------------------------------- ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ------ --------------------------------------------- ------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,258,500 - ----------------- ---------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,258,500 - ----------------- ---------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ----------------- ---------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.33% - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: PN - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 2 - ----------------------------------------------------------------- ------------------------------------------------- Page 3 - ----------------------------------------------------------------- ------------------------------------------------- - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Pershing Square GP, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 38-3694141 - ----------------- ---------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X] (B) [_] - ----------------- ---------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------- -------------------------- ------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: N/A - ----------------- ---------------------------------------------------------------------------------------------------------------- 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 - --------------------------- ------ --------------------------------------------- ------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ------ --------------------------------------------- ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 1,258,500 OWNED BY ------ --------------------------------------------- ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ------ --------------------------------------------- ------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,258,500 - ----------------- ---------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,258,500 - ----------------- ---------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ----------------- ---------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.33% - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: OO - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 3 - ----------------------------------------------------------------- ------------------------------------------------- Page 4 - ----------------------------------------------------------------- ------------------------------------------------- - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 1 NAME OF REPORTING PERSON: William Ackman I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - ----------------- ---------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X] (B) [_] - ----------------- ---------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------- -------------------------- ------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: N/A - ----------------- ---------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ----------------- -------------------------------------------------------------- ------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States - --------------------------- ------ --------------------------------------------- ------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ------ --------------------------------------------- ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 1,258,500 OWNED BY ------ --------------------------------------------- ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ------ --------------------------------------------- ------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,258,500 - ----------------- ---------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,258,500 - ----------------- ---------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ----------------- ---------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.33% - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 4 - ----------------------------------------------------------------- ------------------------------------------------- Page 5 - ----------------------------------------------------------------- ------------------------------------------------- - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Leucadia National Corporation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - ----------------- ---------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X] (B) [_] - ----------------- ---------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------- -------------------------- ------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: N/A - ----------------- ---------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ----------------- -------------------------------------------------------------- ------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York - --------------------------- ------ --------------------------------------------- ------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ------ --------------------------------------------- ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ------ --------------------------------------------- ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ------ --------------------------------------------- ------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - ----------------- ---------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 0 - ----------------- ---------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ----------------- ---------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0% - ----------------- ----------------------------------------------- ---------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - ----------------- ----------------------------------------------- ----------------------------------------------------------------
5 Item 1. Security and Issuer. The title and class of equity security to which this statement on Schedule 13D relates is the common stock, par value $.10 per share ("Common Stock"), of Plains Resources Inc, a Delaware corporation (the "Company" or "PLX"). The address of the Company's principal executive offices is 700 Milam, Suite 3100, Houston, Texas 77002. Item 2. Identity and Background. This statement is filed by Pershing Square, L.P. ("Pershing Square"), Pershing Square GP, LLC ("GP LLC"), William Ackman and Leucadia National Corporation ("Leucadia" and collectively, the "Reporting Persons"). Pershing Square is a Delaware partnership with its principal executive offices located at 110 East 42nd Street, New York, NY 10017. The principal business activity of Pershing Square is making investments. WMAC Investment Corporation, a wholly owned subsidiary of Leucadia, owns a substantial amount of the limited partner interests of Pershing Square. The sole general partner of Pershing Square is GP LLC. GP LLC is a Delaware limited liability company with its principal executive offices located at 110 East 42nd Street, New York, NY 10017. The principal business activity of GP LLC is acting as the general partner of Pershing Square. The sole managing member of GP LLC is William Ackman. Mr. Ackman's business address is 110 East 42nd Street, New York, NY 10017. Mr. Ackman's principal occupation is managing investments including the management of GP LLC. Leucadia is a New York corporation with its principal office at 315 Park Avenue South, New York, New York 10010. Leucadia is a diversified holding company engaged in a variety of businesses, including telecommunications, banking and lending, manufacturing, real estate activities, winery operations, development of a copper mine and property and casualty reinsurance. Approximately 26.5% of the common shares of Leucadia outstanding at November 12, 2003 (including shares issuable pursuant to currently exercisable warrants) is beneficially owned (directly and through family members) by Ian M. Cumming, Chairman of the Board of Directors of Leucadia, and Joseph S. Steinberg, a director and President of Leucadia (excluding an additional 1.6% of the common shares of Leucadia beneficially owned by trusts for the benefit of Mr. Steinberg's children, as to which Mr. Steinberg disclaims beneficial ownership). Private charitable foundations independently established by each of Messrs. Cumming and Steinberg each beneficially own less than one percent of the outstanding common shares of Leucadia. Mr. Cumming and Mr. Steinberg each disclaim beneficial ownership of the common shares of Leucadia held by their respective private charitable foundations. Mr. Cumming and Mr. Steinberg have an oral agreement pursuant to which they will consult with each other as to the election of a mutually acceptable Board of Directors of Leucadia. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of Leucadia is set forth on Schedule A hereto. During the last five years neither Pershing Square, GP LLC nor, Mr. Ackman, has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of 6 such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last five years neither Leucadia, nor, to its knowledge, any of its directors or executive officers, has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 prohibiting 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. The aggregate amount of funds used by Pershing Square in making the purchases of the shares of Common Stock beneficially owned by Pershing Square as of February 19, 2004, was $20,872,754 (including commissions and fees). The source of funds used to purchase these shares of Common Stock was Pershing Square's funds available for investment. Item 4. Purpose of Transaction. Pershing Square began purchasing shares of Common Stock in January 2004. Pershing Square acquired shares because, in its opinion, the Common Stock was undervalued by the market. Pershing Square also acquired shares of Common Stock because it was considering the possibility of proposing a business combination with the Company or of attempting to acquire control of the Company at some future date. In late January 2004, Mr. Ackman indicated to representatives of the Company that Pershing Square and Leucadia (the "Pershing Square Group") would be interested in making a proposal (the "Proposal") to acquire the Company that would be substantially superior to the $14.25 proposal made by management and Mr. Paul Allen on November 20, 2003, subject only to a 10 business-day due diligence period. On February 12, 2004, the Company and Pershing Square entered into a letter agreement providing that the Company would reimburse the Pershing Square Group's expenses in connection with a possible transaction, including expenses incurred in connection with the preparation of the Proposal. At 6 pm on February 12, 2004, representatives of the Pershing Square Group presented the Proposal on a telephone conference with the special committee of the Company's Board of Directors (the "Special Committee") and submitted a detailed letter of intent summarizing the Proposal later that evening. The Proposal provided for a transaction (the "Transaction") in which a to-be-formed affiliate of the Pershing Square Group would acquire the Company in a merger for a combination of cash and securities (the "Buyer Securities") valued by the Pershing Square Group at approximately $17.60 per share, representing a 30% premium to the closing price of the Common Stock prior to the announcement of the management offer of $14.25 per share, a 24% premium to 7 management's $14.25 proposal, and a $0.85 per share or 5.0% premium to the $16.75 per share transaction announced on February 20, 2004 The Proposal was not subject to any financing condition and was only conditioned on the Pershing Square Group's satisfactory completion of a limited due diligence period, not to exceed 10 business days and the approval of Leucadia's Board of Directors. A copy of the Letter of Intent is attached hereto as Exhibit 2 and incorporated herein by reference. On the afternoon of February 13, 2004, the Special Committee, acting through its representatives, informed Pershing Square that it was not interested in pursuing a transaction with it, and would not respond to any further inquiries from the Pershing Square Group. None of the Reporting Persons have made any subsequent proposals to the Special Committee and the Letter of Intent has terminated in accordance with its terms. The Pershing Square Group believes that its Proposal is superior to the $16.75 management offer and continues to be interested in acquiring the Company. The Pershing Square Group will base its decision as to whether to continue to pursue an acquisition of the Company, among other factors, on PLX shareholders' interest in the Proposal. The Reporting Persons have no immediate plans or proposals to seek a business combination or to attempt to acquire control of the Company. However, the Reporting Persons continue to consider each of these alternatives and may determine to pursue one or more of them. Pershing Square has communicated or presently intends to communicate, directly or through intermediaries, with the Company's board of directors, other shareholders of the Company, and other interested parties in an effort to determine shareholder interest in the Proposal. The Reporting Persons may acquire additional securities of the Company or dispose of securities of the Company at any time and from time to time in the open market, in privately negotiated transactions or otherwise. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons and, to their knowledge, their respective general partners, directors and officers, as applicable, with respect to the Company, it should be noted that the possible activities of the Reporting Persons and their respective general partners, directors and officers are subject to change at any time. Except as set forth above, neither the Reporting Persons, nor, to their knowledge, any of their respective general partners, directors or officers, have any present plans or proposals which relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of February 19, 2004, the Reporting Persons beneficially own the following shares of Common Stock: (i) The responses of Pershing Square to Rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of February 19, 2004, Pershing Square beneficially owned 1,258,500 shares of Common Stock, representing approximately 5.33% of the outstanding shares of Common Stock (the outstanding shares of Common Stock, 23,600,000, being based on the 8 number of shares outstanding as of October 31, 2003, as reported in the Company's Form 10-Q for the quarterly period ended September 30, 2003). (ii) The responses of GP LLC to Rows (11) through (13) of the cover pages of this Schedule 13D are incorporated by reference. By virtue of being the general partner of Pershing Square, for purposes of this Schedule 13D, GP LLC may be deemed to share voting and dispositive powers with respect to the shares of Common Stock beneficially owned by Pershing Square and therefore may be deemed to be beneficial owners of all of the shares of Common Stock beneficially owned by Pershing Square. GP LLC disclaims beneficial ownership of any shares of Common Stock beneficially owned by Pershing Square. (iii) The responses of William Ackman to Rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. By virtue of being the sole manager of GP LLC, for purposes of this Schedule 13D, Mr. Ackman may be deemed to share voting and dispositive powers with respect to the shares of Common Stock beneficially owned by Pershing Square and therefore may be deemed to be beneficial owners of all of the shares of Common Stock beneficially owned by Pershing Square. Mr. Ackman disclaims beneficial ownership of any shares of Common Stock beneficially owned by GP LLC or Pershing Square. (iv) The responses of Leucadia to Rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. (b) The responses of the Reporting Persons to (i) Rows (7) through (10) of the cover pages of this statement on Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by reference. (c) During the past sixty days, Pershing Square effected the following transactions in the Common Stock: Date of Amount of Price per Where and Transaction Securities Share* How Effected - ----------- ---------- ------ ------------ 01/20/2004 165,400 $16.3767 NYSE (purchase) 01/21/2004 194,300 $16.4745 NYSE (purchase) 01/22/2004 142,900 $16.4883 NYSE (purchase) 01/23/2004 171,400 $16.4805 NYSE (purchase) 01/27/2004 38,500 $16.6783 NYSE (purchase) 01/28/2004 204,900 $16.7611 NYSE (purchase) 02/02/2004 38,400 $16.2408 NYSE (purchase) 02/03/2004 42,900 $16.2270 NYSE (purchase) 02/04/2004 12,700 $16.2334 NYSE (purchase) 02/06/2004 3,200 $16.2225 NYSE (purchase) 02/09/2004 38,500 $16.2412 NYSE (purchase) 02/10/2004 67,500 $16.2885 NYSE (purchase) 02/13/2004 15,900 $16.2714 NYSE (purchase) 02/17/2004 12,200 $16.3971 NYSE (purchase) 9 02/18/2004 31,000 $16.4662 NYSE (purchase) 02/19/2004 78,800 $16.5986 NYSE (purchase) ----------------------------- * Excludes commissions and fees. To the Reporting Persons' knowledge, none of their respective general partners, directors or officers have had any transactions in the Common Stock that were effected in the past sixty days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information set forth in Item 4 is incorporated herein by reference. Leucadia and Mr. Ackman have an agreement in principal whereby Mr. Ackman will identify business opportunities exclusively for Leucadia. Leucadia will have the sole option, in its discretion, to invest in any such opportunities. If Leucadia determines to invest in any such business opportunities, Leucadia and Mr. Ackman would establish an investment vehicle to hold such investment. Generally, pursuant to the agreement in principle, Leucadia would invest all (or if Mr. Ackman invests, substantially all) of the capital for the business opportunity and Mr. Ackman would be entitled to a portion of the profits, if any, generated from the investment after Leucadia receives its principal and a minimum return on such principal amount. In addition, Pershing Square has an understanding that it would support any transaction concerning the Company that is proposed by Leucadia and Mr. Ackman. Item 7. Materials to be Filed as Exhibits. 1. Agreement among the Reporting Persons with respect to the filing of this Schedule 13D. 2. Letter of Intent, dated February 12, 2004, from Leucadia and Pershing Square Capital Management, LLC. 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. PERSHING SQUARE, L.P. By: PERSHING SQUARE GP, LLC By: /s/ William Ackman ----------------------------------------- Name: William Ackman Title: Managing Member PERSHING SQUARE GP, LLC By: /s/ William Ackman ----------------------------------------- Name: William Ackman Title: Managing Member By: /s/ William Ackman ----------------------------------------- Name: William Ackman LEUCADIA NATIONAL CORPORATION By: /s/ Joseph A. Orlando ----------------------------------------- Name: Joseph A. Orlando Title: Vice President and Chief Financial Officer Date: February 23, 2004 11 EXHIBIT INDEX ------------- Exhibit No. - ----------- Exhibit 1 - Agreement among the Reporting Persons with respect to the filing of this Schedule 13D. Exhibit 2 - Letter of Intent, dated February 12, 2004, from Leucadia and Pershing Square Capital Management, LLC. 12 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF LEUCADIA NATIONAL CORPORATION The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Leucadia National Corporation is set forth below. Unless otherwise specified, the business address of each person listed below is c/o Leucadia National Corporation, 315 Park Avenue South, New York, NY 10010. To the knowledge of Leucadia, each person listed below is a United States citizen.
Principal Occupation or Name and Business Address Offices at Leucadia Employment - ------------------------- ------------------- ----------------------- Ian M. Cumming Chairman of the Board Chairman of the Board of c/o Leucadia National Corporation Leucadia 529 E. South Temple Salt Lake City, Utah 84102 Joseph S. Steinberg President President of Leucadia Paul M. Dougan Director President and Chief Executive c/o Equity Oil Company Officer of Equity Oil Company 10 West 300 South (a company engaged in oil and Salt Lake City, Utah 84102 gas exploration and production having an office in Salt Lake City, Utah) Lawrence D. Glaubinger Director Private Investor; President of c/o Lawrence Economic Lawrence Economic Consulting Consulting, Inc. Inc., (a management consulting P.O. Box 3567 firm) Hallandale Beach, FL 33008 James E. Jordan Director Managing Director of Arnhold c/o Arnhold and S. Bleichroeder and S. Bleichroeder Advisors, Advisors, Inc. Inc. (a company engaged in 1345 Avenue of the Americas asset management services) New York, N.Y. 10105 Principal Occupation or Name and Business Address Offices at Leucadia Employment - ------------------------- ------------------- ----------------------- Jesse Clyde Nichols, III Director Retired Investor 4945 Glendale Road Westwood Hills, KS 66205 Thomas E. Mara Executive Vice President and Treasurer Executive Vice President and Treasurer of Leucadia Joseph A. Orlando Vice President and Chief Financial Officer Vice President and Chief Financial Officer Leucadia Philip M. Cannella Asst. Vice President Asst. Vice President Leucadia Barbara L. Lowenthal Vice President and Comptroller Vice President and Comptroller of Leucadia H. E. Scruggs Vice President Vice President of Leucadia Laura E. Ulbrandt Secretary Secretary of Leucadia
EX-99 3 mv2-23_ex1.txt 1 Exhibit 1 AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of shares of the common stock of Plains Resources Inc. is being filed on behalf of each of the entities named below. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: February 23, 2004 PERSHING SQUARE, L.P. By: PERSHING SQUARE GP, LLC By: /s/ William Ackman ----------------------------------------- Name: William Ackman Title: Managing Member PERSHING SQUARE GP, LLC By: /s/ William Ackman ----------------------------------------- Name: William Ackman Title: Managing Member By: /s/ William Ackman ----------------------------------------- Name: William Ackman LEUCADIA NATIONAL CORPORATION By: /s/ Joseph A. Orlando ----------------------------------------- Name: Joseph A. Orlando Title: Vice President and Chief Financial Officer EX-99 4 mv2-23_ex2.txt 2 Exhibit 2 February 12, 2004 Plains Resources Inc. 700 Milam Street, Suite 2100 Houston, TX 77002 Attn: The Special Committee of the Board of Directors Dear Sirs: We are pleased to submit our confidential proposal letter whereby Pershing Square Pipeline, Inc. ("the Buyer"), a joint venture to be formed by Leucadia National Corporation and Pershing Square Capital Management, LLC ("Pershing") (and/or any of their respective affiliates) would, subject to the terms and conditions below, acquire 100% of the capital stock of Plains Resources Inc. ("PLX") for a transaction value of approximately $17.60 per share ("the Transaction"). 1. Structure of Acquisition. Subject to the satisfaction of the conditions set forth herein, the Buyer proposes to enter into a definitive merger agreement (the "Merger Agreement") between the Buyer and PLX pursuant to which the Buyer would be merged with and into PLX. In the merger, existing stockholders of PLX will have the opportunity to elect cash and/or newly issued publicly traded securities of the Buyer (the "Buyer Securities") in exchange for their existing PLX securities. We expect that the cash and Buyer Securities to be received in the merger will have a combined value of $17.60 per share, representing a 30% premium to the closing price of PLX prior to the announcement of the management offer, and a 24% premium to management's $14.25 proposal. The Buyer Securities will be designed, to the extent possible without resulting in any adverse consequences to the Buyer, to provide holders of the Buyer Securities with returns based upon the income from and value of the Master Limited Partnership ("MLP") units of Plains All American Resources, L.P. ("PAA"). Accordingly, the Buyer Securities are intended to be structured to track the economic characteristics of the MLP units of PAA and will be designed to permit investors who cannot own, or choose not to own MLP securities (for example, mutual funds), the opportunity to participate in the quarterly cash flows and upside of PAA. We expect that the Buyer Securities will be listed for trading on the New York Stock Exchange (or another national securities exchange or market) and are expected to pay a quarterly distribution equal to the quarterly per unit distribution paid by PAA, plus an additional distribution of $0.02 per quarter, which would represent an additional annual yield premium of $0.08. Based on the PAA closing price of $31.73 on February 12, 2004, such premium would yield an additional 25 basis points per annum to the holder of Buyer Securities. The Buyer Securities will have a face or liquidation value of $33.00 and a maturity date not less than 20 years after the issuance date. At maturity, the Buyer will be obligated to pay the holders of each outstanding Buyer Security, the greater of (i) the face amount of $33.00 or (ii) the market price of one MLP unit of PAA, provided that the Buyer may satisfy its obligations by exchanging MLP units for outstanding Buyer Securities at the then market price of the MLP units. Based upon our further tax or securities law analysis, we reserve the right to adjust the terms of the Buyer Securities and the Transaction generally to address any tax or security law considerations that arise, including by providing for one or more different types of Buyer Securities, and other Transaction modifications, which adjustments shall not, taken as a whole, adversely affect the value to be received by PLX stockholders. Approximately $75 million of the merger consideration will be in cash, with the balance in Buyer Securities. In order to accommodate the potentially divergent requirements of existing PLX shareholders, the Merger Agreement will provide shareholders with an election for cash, Buyer Securities, or a combination of the two, subject to proration. In addition, in order to provide additional liquidity to investors who desire a larger portion of merger consideration in cash, the Transaction will include a mechanism whereby PLX shareholders will be able to sell to the Buyer or its assignee on a pro-rata basis up to approximately 2.38 million of Buyer Securities at $31.50 for a total of $75 million on a date which will be for a limited period of time after the closing. Options and other interests convertible into shares of common stock of PLX will be cancelled or exchanged for the economic equivalent of a pro rata share of the merger consideration in accordance with the terms of such securities. Since we expect that the Buyer Securities will not be considered an interest in a partnership for tax purposes, owners of Buyer Securities will not receive K-1s, nor will they bear any flow-through income from PAA. In light of the fact that many investors who own shares of PLX do so to participate indirectly in the value of PAA because they are not permitted to own MLP units, we believe that the Buyer Securities will be a superior alternative to PLX stock for existing owners of PLX as well as for other non-MLP investors, particularly because the Buyer Securities, unlike PLX stock, will pay a quarterly cash distribution. We anticipate that the Buyer Securities will trade at a premium to PAA units because of several factors: (1) a greater universe of investors will be able to purchase the Buyer Securities rather than PAA units, (2) the number of Buyer Securities outstanding will be limited to approximately 10.9 million (see Buyer PAA Purchase below), and (3) the Buyer Securities will have a 0.25% greater yield than PAA units. If the Buyer Securities were to trade at the same current yield as PAA today, in light of the $0.08 higher annual distribution, we would anticipate that the Buyer Securities would trade at an approximate $1.13 premium to PAA, or $32.86 based on today's $31.73 PAA price. Assuming a $32.86 trading value for the Buyer Securities, the value of the transaction to PLX holders assuming a pro-rata distribution of merger consideration would be $17.60 per share. At the $31.50 standby purchase price, the value of the transaction to PLX holders assuming a pro-rata distribution of merger consideration would be $17.00 per share. 2. Buyer PAA Purchase. Prior to the consummation of the merger, if we so request, PLX will sell at the then market price to the Buyer or its assignee, a sufficient number of PAA units held by PLX (estimated to be approximately 1.5 million units) to generate up to approximately $50 million ("Buyer PAA Purchase") in net cash consideration in a transaction designed to be tax efficient, taking into account PLX's tax profile. These funds will be used in part to fund the merger consideration. 3. Definitive Merger Agreement. The terms of the Merger Agreement shall embody the terms substantially as set forth in this letter agreement and shall include customary representations, warranties, terms and conditions, indemnification provisions and a customary "fiduciary out" provision permitting PLX to terminate such agreement in the event of a superior proposal and upon payment to the Buyer of a termination fee in an amount equal to $12,000,000. 2 4. Conditions Precedent The willingness of the Buyer to execute and deliver a mutually acceptable Merger Agreement shall be subject to the prior satisfaction of each of the following conditions: a. Board Approval. The authorization and approval of the board of directors of Leucadia National Corporation. b. Due Diligence. Buyer's entire satisfaction, in its sole discretion, with the results of Buyer's commercial, tax, accounting, financial and legal (including a litigation review) due diligence investigation of PLX and PAA, which Buyer is prepared to commence promptly after your execution of this letter agreement. In order to assist such due diligence, PLX and its affiliates shall provide Buyer and its affiliates and their respective representatives full and free access, at reasonable times and upon reasonable notice, to their properties, personnel, contracts, books, records and any other document or information that they may request, including, all correspondence with governmental entities and all documents in or regarding any litigation or regulatory proceeding to which PLX or PAA is subject. 5. Non-Disclosure. From and after the date hereof and prior to the execution and delivery of the Merger Agreement, except as may be required by law or stock exchange rule, neither PLX nor the Special Committee shall make any press release or other public disclosure in respect of the existence or terms of (x) this letter agreement or the letter agreement dated February 12, 2004 (the "Expense Letter") among Pershing, the Special Committee and PLX or (y) the transactions contemplated hereby or thereby without the prior written consent of the Buyer. PLX and the Special Committee shall take no action that would require PLX or the Special Committee to make any such public disclosure. In addition, without the prior written consent of the Buyer, PLX and the Special Committee will not, and shall cause its directors, officers, employees, and its financial, legal and accounting advisors, consultants, engineers, appraisers and commercial bank lenders (collectively, the "Representatives") not to, disclose to any person other than the Representatives of the Special Committee or PLX (a) the fact that any investigations, discussions or negotiations are taking place concerning a possible Transaction with the Buyer or its affiliates and PLX, or (b) any of the terms, conditions or other facts, including the proposed structure, with respect to the possible Transaction. Without limiting any other provision of this letter agreement, you shall cause your Representatives to act in accordance with this agreement and PLX shall be responsible and liable for any and all breaches of this agreement by the Representatives of the Special Committee or PLX. 6. Counterparts. This letter agreement may be signed in one or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute but one and the same agreement. 7. Expenses. The parties shall negotiate in good faith and enter into an additional expense reimbursement agreement with respect to the Buyer's additional transaction and due diligence expenses. 8. Termination. This letter agreement is terminable at will by either party upon written notice to the other party; provided, however, that the provisions in numbered paragraphs 5, 7, 9 and 10 shall survive the termination of this letter agreement. 3 9. Governing Law. THIS LETTER AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. 10. Effect of Agreement. Only the provisions of paragraphs 5, 7, 8, 9 and this paragraph 10 and the Expense Letter constitute legally binding obligations. Subject to the preceding paragraph, this letter agreement constitutes only a general non-binding expression of interest on the part of Buyer and is not intended to, and does not, create a legally binding commitment or obligation on the part of Buyer or any of its affiliates. The creation of such a legally binding commitment or obligation is subject, among other things, to the satisfaction of the conditions specified above. It is understood that, subject to the preceding paragraph, neither of the parties hereto shall be legally bound to the other by reason of this letter agreement, nor shall rights, liabilities or obligations arise as a result of this letter agreement or any other written or oral communications between the parties hereto. 11. Complete Agreement; No Third-Party Beneficiaries. Until the signing of the Merger Agreement, this letter agreement and the Expense Letter constitute the entire agreements among the parties pertaining to the subject matter hereof and supersede all prior agreements and understandings of the parties in connection therewith. This letter agreement is not intended to confer upon any person other than Buyer and the parties hereto any rights or remedies hereunder. 12. Amendment; Waiver. This letter agreement may be amended only by agreement in writing of both parties. No waiver of any provision nor consent to any exception to the terms of this letter agreement shall be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent and instance so provided. Buyer is extremely interested in completing the transactions contemplated hereby and looks forward to working with PLX. Buyer is committed to work with PLX and its advisors in good faith to finalize the transaction on terms, which are mutually agreeable. Please call us with any questions with regard to this proposal. If the foregoing correctly sets forth our understanding and agreement with respect to the subject matter hereof, please so indicate by signing below where indicated and returning an executed copy of this letter agreement to Buyer no later than 6:00 pm New York time on Friday, February 13, 2004, at which time this proposal will expire. 4 Very truly yours, PERSHING SQUARE CAPITAL MANAGEMENT, LLC By: /s/ William A. Ackman ------------------------------------- Name: William A. Ackman Title: President of managing Member LEUCADIA NATIONAL CORPORATION By: /s/ Joseph A. Orlando ------------------------------------- Name: Joseph A. Orlando Title: Vice President and Chief Financial Officer Confirmed and agreed to this __th day of February 2004: PLAINS RESOURCES INC. BY: THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF PLAINS RESOURCES INC. By: -------------------------------------------- Name: William M. Hitchcock Title: Director 5 -----END PRIVACY-ENHANCED MESSAGE-----