-----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, Gpl/vx+nvbE2vvO+tBezdky2JSHoFh3VpljQvgj+FnvdKdncczFqHsnbdgduUZhv NNI97TdMHCTQeqL+VOBieQ== 0000944209-97-000144.txt : 19970222 0000944209-97-000144.hdr.sgml : 19970222 ACCESSION NUMBER: 0000944209-97-000144 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970213 SROS: NONE GROUP MEMBERS: SSCO, INC. GROUP MEMBERS: STROME SUSSKIND INVESTMENT MANAGEMENT LP GROUP MEMBERS: STROME, MARK E. 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-33092 FILM NUMBER: 97528569 BUSINESS ADDRESS: STREET 1: 1600 SMITH ST STE 1500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136541414 MAIL ADDRESS: STREET 1: 1600 SMITH STREET STREET 2: SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STROME SUSSKIND INVESTMENT MANAGEMENT LP CENTRAL INDEX KEY: 0000936711 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954450882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 SC 13G 1 SCHEDULE 13G ---------------------------- OMB APPROVAL ---------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response....14.90 ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 )* ----- Plains Resources, Inc. ------------------------------------------------------------- (Name of Issuer) Common Stock --------------------------------------------------- (Title of Class of Securities) 726540503 ----------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [_]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 11 Pages - ----------------------- ---------------------- CUSIP NO. 726540503 13G PAGE 2 OF 11 PAGES - ----------------------- ---------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Strome Susskind Investment Management, L.P. #95-4450882 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 1,521,100 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 1,521,100 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 1,521,100 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 9.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 PN, IA - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! - ----------------------- ---------------------- CUSIP NO. 726540503 13G PAGE 3 OF 11 PAGES - ----------------------- ---------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SSCO, Inc. #95-4450883 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 1,521,100 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 1,521,100 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 1,521,100 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 9.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 CO, HC - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! - ----------------------- ---------------------- CUSIP NO. 726540503 13G PAGE 4 OF 11 PAGES - ----------------------- ---------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark E. Strome ####-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 1,521,100 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 1,521,100 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 1,521,100 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 9.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 IN, HC - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! Page 5 of 11 This Amendment No. 2 to Schedule 13G with regard to Plains Resources, Inc. is being filed on behalf of the undersigned to amend Items 2(a), 2(b), 2(c), 4, 6 and 7 of Amendment No. 1 and the originally filed Schedule 13G. Except as expressly stated herein or in the prior Amendment, there have been no material changes in the information set forth in the Schedule 13G. Item 1 (a) Name of Issuer: Plains Resources, Inc. Item 1 (b) Address of Issuer's Principal Executive Offices: 1600 Smith Street Houston, TX 77002-7346 Item 2 (a) Name of Person Filing: This statement is being filed by: a. Strome-Susskind Investment Management, L.P. ("SSIM") b. SSCO, Inc. ("SSCO"); and c. Mark E. Strome ("Strome") collectively the "Reporting Persons". SSIM is a Delaware limited partnership and a registered investment adviser. SSIM is the sole general partner of and investment adviser to two investment limited partnerships that directly own shares of common stock of Plains Resources, Inc. (the "Stock"). SSIM is also the investment adviser to two offshore investment corporations that directly own shares of the Stock. SSCO is the sole general partner of SSIM. The Strome Family Trust, dated 12/9/93 (the "Trust") is the controlling shareholder of SSCO. Mark E. Strome is a settlor and trustee of the Trust. SSIM's beneficial ownership of the Stock is direct because of its general partnership interests in the investment limited partnerships that directly own shares of the Stock. SSIM also has direct beneficial ownership of the Stock as a result of its discretionary authority to buy, sell and vote shares of such Stock for its investment advisory clients (i.e., the investment limited partnerships and the investment corporations (collectively referred to hereinafter as the "Entities")). SSCO's and Strome's beneficial ownership are indirect as a result of their Page 6 of 11 ownership of SSIM, and is reported solely because Rule 13-d (1) (a) and (b) promulgated under the Securities Exchange Act of 1934, as amended, requires any person who is "directly or indirectly" the beneficial owner of more than five percent of any equity security of a specific class to file a Schedule 13G within the specific time period. The answers on blocks 6, 8, 9 and 11 on pages 3 and 4 above and in response to item 4 by SSCO and Strome are given on the basis of the "indirect" beneficial ownership referred to in such Rule, based on the direct beneficial ownership of the Stock by SSIM and the relationship of SSCO and Strome to SSIM. Information with respect to each Reporting Person is given solely by the respective Reporting Person, and no Reporting Person undertakes hereby any responsibility for the accuracy or completeness of such information concerning any other Reporting Person. Item 2 (b) Address of Principal Business office or, if none, residence: a. 100 Wilshire Blvd., 15th Fl. Santa Monica, CA 90401 b. 100 Wilshire Blvd., 15th Fl. Santa Monica, CA 90401 c. 100 Wilshire Blvd., 15th Fl. Santa Monica, CA 90401 Item 2 (c) Citizenship: a. Strome-Susskind Investment Management, L.P.; Delaware limited partnership b. SSCO, Inc., Delaware corporation c. Mark E. Strome; United States Item 2 (d) Title of Class of Securities: Common Stock Item 2 (e) CUSIP Number: 726540503 Page 7 of 11 Item 4. Ownership: (a) Amount Beneficially Owned: Reporting Persons each directly or indirectly beneficially own 1,521,100 shares of Stock. The Entities' and SSIM's beneficial ownership is direct and SSCO and Strome's beneficial ownership is indirect. (b) Percent of Class: 9.2% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: The Reporting Persons share with each other the power to vote all 1,521,100 shares of Stock for which they have direct or indirect beneficial ownership. No other person has the power to vote such shares. (iii) sole power to dispose or to direct the disposition of : 0 (iv) shared power to dispose or to direct the disposition of: The Reporting Persons share with each other the power to dispose of all 1,521,100 shares for which they have direct or indirect beneficial ownership. They do not share this power with any other person. Item 6. Ownership of More than Five Percent on Behalf of Another Person: SSIM, a registered investment adviser, SSCO, its general partner and Strome, the trustee of SSCO's controlling shareholder, have the right or the power to direct the receipt of dividends from the Stock, and to direct the receipt of proceeds from the sale of Stock to SSIM's investment advisory clients. No single investment advisory client of SSIM owns more the 5% of the Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. SSCO and Strome are each considered the equivalent of a parent holding company for purposes of this Schedule 13G. SSIM, a registered investment adviser, is considered SSCO and Strome's subsidiary. See Exhibit B. Page 8 of 11 Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. /s/ Jeffrey S. Lambert ---------------------- Mark E. Strome STROME SUSSKIND INVESTMENT MANAGEMENT, L.P. By SSCO, Inc., its General Partner By: /s/ Jeffrey S. Lambert ------------------------------------------- Jeffrey S. Lambert, Chief Financial Officer SSCO, INC. By: /s/ Jeffrey S. Lambert ------------------------------------------- Jeffrey S. Lambert, Chief Financial Officer Date: 2/13/97 ------------- Page 9 of 11 EXHIBITS EXHIBIT A Statement With Respect to Joint Filing of Schedule 13G EXHIBIT B Identification and Classification of Subsidiary Which Acquired Security Being Reported On By the Parent Holding Company Page 10 of 11 EXHIBIT A JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1) ---------------------------------------------------- This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers states that they each satisfy the requirements for making a joint filing under Rule 13d-1. Dated: February 13, 1997 /s/ Jeffrey S. Lambert - ---------------------- Mark E. Strome STROME SUSSKIND INVESTMENT MANAGEMENT, L.P. By SSCO, Inc., its General Partner By: /s/ Jeffrey S. Lambert ------------------------------------------- Jeffrey S. Lambert, Chief Financial Officer SSCO, INC. By: /s/ Jeffrey S. Lambert ------------------------------------------- Jeffrey S. Lambert, Chief Financial Officer Page 11 of 11 EXHIBIT B Identification and Classification of Subsidiary Which Acquired Security Being Reported On By the Parent Holding Company SSIM, a registered investment adviser, acquired "beneficial ownership" of the securities being reported on as a result of its discretionary authority to acquire, dispose and (with respect to certain of such securities) vote the securities being reported on. Under a series of SEC no-action letters, including the letter issued to Warren Buffet and Berkshire Hathaway, Inc. (available December 18, 1987), SSCO and Strome are each considered the equivalent of a parent holding company of SSIM and are therefore eligible to report their indirect beneficial ownership in such shares on Schedule 13G. POWER OF ATTORNEY FORMS FOR SCHEDULES 13D AND 13G AND FORM 13F I, Mark E. Strome in my individual capacity and as a principal of Strome Susskind Investment Management, L.P., hereby appoint Jeffrey S. Lambert as attorney-in-fact and agent, in all capacities, to execute, on my behalf and on behalf of Strome Susskind Investment Management, L.P. and to file with the appropriate issuers, exchanges and regulatory authorities, any and all Schedules 13D and 13G and Forms 13F and documents relating thereto required to be filed under the Securities Exchange Act of 1934, including exhibits, attachments and amendments thereto and request for confidential treatment of information contained therein. I hereby grant to said attorney-in-fact full authority to do every act necessary to be done in order to effectuate the same as fully, to all intents and purposes, as I could if personally present, thereby ratifying all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. I hereby execute this Power of Attorney as of this 12th day of August, 1994. /s/ Mark E. Strome ---------------------------- Mark E. Strome -----END PRIVACY-ENHANCED MESSAGE-----