-----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, DEOjlI6nr2wnj8Dp6PvkVBTQQUmQC9ZMEJ6ss35gY857EuoniInwwcDsZvJEs2jk x1N3+oqwZwOOhaAnD3TpYw== 0000899243-00-002641.txt : 20001208 0000899243-00-002641.hdr.sgml : 20001208 ACCESSION NUMBER: 0000899243-00-002641 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001129 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001207 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-10454 FILM NUMBER: 785026 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET 2: STE 700 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 8-K 1 0001.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): NOVEMBER 29, 2000 PLAINS RESOURCES INC. (Exact name of registrant as specified in its charter) DELAWARE 0-9808 13-2898764 (State or other jurisdiction of Organization) (Commission File No.) (I.R.S. Employer Identification No.)
500 DALLAS STREET, SUITE 700 HOUSTON, TEXAS 77002 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 654-1414 ITEM 5. OTHER EVENTS On November 29, 2000, the Registrant announced that its Board of Directors had approved the Company's proposed capital plan for 2001. The Company's upstream plans call for spending approximately $120 million in 2001, excluding potential acquisitions. This amount is approximately 50% higher than 2000's estimated upstream capital expenditures of $80 million. On November 30, 2000, the Registrant announced that it has called for redemption substantially all of the outstanding shares of its Series G Preferred stock at 105% of stated value. Each share of Series G Preferred stock has a stated value of $500 per share and bears a dividend of 9.5% per annum. Approximately 171,600 shares of Series G Preferred stock are outstanding, having an aggregate stated value of $85.8 million. The Company also announced an exchange offer pursuant to which holders of the Series G Preferred could exchange their shares for an equivalent number of shares of a new Series H Preferred stock, plus a cash payment in an amount equal to accrued and unpaid dividends. The new Series H stock is convertible into the same number of shares of common stock as the Series G Preferred, but does not bear a dividend and does not contain a mandatory redemption feature. In addition, if not earlier converted or exchanged, the Series H Preferred will automatically convert into common stock on September 30, 2001. The Registrant's announcement is attached as an exhibit to this report. On November 30, 2000, the Registrant announced that it had retained Petrie Parkman & Co. to assist it in evaluating strategic restructuring alternatives intended to optimize the value and value-creating ability of each of its upstream and midstream business segments. The alternatives to be evaluated include, but are not limited to, a spin-off or split-off of either the upstream segment or midstream segment, a spin-off or special dividend of certain units of Plains All American Pipeline, L.P. and potential asset sales. Any modifications to the existing structure will depend on a number of factors including tax efficiency, critical mass and other considerations. Accordingly, there can be no assurance that any modifications will be made. The Registrant's announcement is attached as an exhibit to this report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 - Press Release of Registrant dated November 29, 2000, announcing Increase in Upstream Spending Plans for 2001 99.2 - Press Release of Registrant dated November 30, 2000, announcing Call for Redemption of Series G Preferred Stock; Launches Exchange Offer. 99.3 - Press Release of the Registrant dated November 30, 2000, announcing Plans to Evaluate Restructuring Alternatives. PLX-1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 7, 2000 PLAINS RESOURCES INC. By: /s/ Tim Moore ---------------------- Name: Tim Moore Title: Vice President PLX-2 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 -- Press Release of Registrant dated November 29, 2000, announcing Increase in Upstream Spending Plans for 2001 99.2 -- Press Release of Registrant dated November 30, 2000, announcing Call for Redemption of Series G Preferred Stock; Launches Exchange Offer. 99.3 -- Press Release of the Registrant dated November 30, 2000, announcing Plans to Evaluate Restructuring Alternatives. PLX-3 EX-99.1 2 0002.txt PRESS RELEASE EXHIBIT 99.1 CONTACT: PHILLIP D. KRAMER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 713/654-1414 OR 800/934-6083 FOR IMMEDIATE RELEASE PLAINS RESOURCES ANNOUNCES INCREASE IN UPSTREAM SPENDING PLANS FOR 2001 (Houston-November 29, 2000) Plains Resources Inc. (AMEX:PLX) announced today that its Board of Directors had approved the Company's proposed capital plan for 2001. The Company's upstream plans call for spending approximately $120 million in 2001, excluding potential acquisitions. This amount is approximately 50% higher than 2000's estimated upstream capital expenditures of $80 million. Approximately $100 million or 85% of these capital expenditures are earmarked for exploitation projects in California. The 2001 capital program incorporates the results of various analyses and reservoir studies performed over the last few years, and includes the drilling and completion of approximately 217 total wells, including 56 injector wells. In addition, plans call for constructing a gas processing plant and a water processing plant at one of its fields in California to enable the Company to generate its own fuel supply and to dispose of produced water. Activities to be conducted in 2001 include a variety of primary, secondary and tertiary recovery projects that are anticipated to expand the Company's proved developed reserve base, offset normal production decline and generate a year-over-year production increase of approximately 10%. Due to the multi-year nature of many of the capital projects, the Company anticipates generating a comparable year-over-year production increase in 2002 even at a reduced level of capital spending. The Company has scheduled a conference call for Thursday, November 30, 2000, at 9:00 AM (Central) to discuss various aspects of its 2001 capital plans, and to provide guidance for 2001 for its upstream segment and its midstream pipeline, terminalling and marketing segment, which is conducted through Plains All American Pipeline, L.P. The Company also intends to discuss opportunities it anticipates for 2001. The call is being made available live to the public through the Internet and on a delayed basis through a telephonic replay. Instructions for accessing either method follow: --MORE-- PAGE 2 WEBCAST INSTRUCTIONS: To access the Internet webcast, please go to the Company's website at www.plainsresources.com, choose "investor relations", then choose "conference calls". Following the live webcast, the call will be archived for a period of ninety (90) days on the Company's website. TELEPHONIC REPLAY INSTRUCTIONS: Call 800-428-6051 and enter PASSCODE ID# 144700 The replay will be available beginning Thursday, November 30, 2000, at approximately 12:00 PM (Central) and continue until Monday, December 4, 2000, at 11:55 PM (Central). Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among other things, economic conditions, oil and gas price volatility, uncertainties inherent in the exploration for and development and production of oil and gas and in estimating reserves, regulatory changes and other factors discussed in Plains Resources' filings with the Securities and Exchange Commission. Plains Resources is an independent energy company engaged in the exploration, acquisition, development and exploitation of crude oil and natural gas. Through its majority ownership in Plains All American Pipeline, L.P., the Company is engaged in the midstream activities of marketing, gathering, transportation, terminalling and storage of crude oil. The Company is headquartered in Houston, Texas. # # # EX-99.2 3 0003.txt PRESS RELEASE EXHIBIT 99.2 CONTACT: PHILLIP D. KRAMER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 713/654-1414 - 800/934-6083 FOR IMMEDIATE RELEASE PLAINS RESOURCES CALLS FOR REDEMPTION OF SERIES G PREFERRED STOCK; LAUNCHES EXCHANGE OFFER (Houston - November 30, 2000) Plains Resources (AMEX:PLX) announced today it had called for redemption substantially all of the outstanding shares of its Series G Preferred stock at 105% of stated value. Each share of Series G Preferred stock has a stated value of $500 per share and bears a dividend of 9.5% per annum. Approximately 171,600 shares of Series G Preferred stock are outstanding, having an aggregate stated value of $85.8 million. Holders of shares of Series G Preferred outstanding on December 31, 2000, will have a right to receive a cash redemption price of $525 per share plus accrued and unpaid dividends. Pursuant to the Certificate of Designation governing this series of preferred stock, shares of the Series G Preferred may be converted into Plains' common stock at anytime prior to the close of business on December 26, 2000, at an effective conversion price of $15.00 per share. The Company also announced an exchange offer pursuant to which holders of the Series G Preferred could exchange their shares for an equivalent number of shares of a new Series H Preferred stock, plus a cash payment in an amount equal to accrued and unpaid dividends. The new Series H stock is convertible into the same number of shares of common stock as the Series G Preferred, but does not bear a dividend and does not contain a mandatory redemption feature. In addition, if not earlier converted or exchanged, the Series H Preferred will automatically convert into common stock on September 30, 2001. The Company noted that these actions would (1) eliminate preferred dividends totaling $8.2 million per year and (2) eliminate the Company's mandatory redemption obligation in 2012. "We are currently reviewing various alternatives to optimize the Company's capitalization. Through these actions, we are positioning the Company to realize the economic benefits of calling the Series G Preferred stock while retaining certain structuring capabilities," said Greg L. Armstrong, the Company's President and Chief Executive Officer. On November 10, 2000, the Company announced it had doubled the amount authorized under its common share repurchase program to two million shares. On June 13, 2000, the Company announced it had received authorization to acquire up to one million shares of its common stock in PAGE 2 open market and negotiated transactions. To date, the Company has acquired a total of 1,018,000 shares at an average price of $18.15 per share. "We are pleased and excited to take these steps to capture the value underlying each share of Plains Resources' common stock," said Armstrong. Armstrong noted that while Plains' common stock had recently been trading in the $17.00 to $20.00 price range, the Company continues to believe the stock is undervalued. As of September 30, 2000, the Company had approximately 18.0 million shares of common stock outstanding. In addition to the approximately 5.7 million common shares issuable upon conversion of the Series G Preferred stock, approximately 4.1 million shares are issuable on conversion of the Company's Series F Preferred stock (having an effective conversion price of $12.25 per share) and .9 million shares are issuable on conversion of the Company's Series D Preferred stock (having an effective conversion price of $25.00 per share). The Company's funding sources for these actions will include cash and working capital on hand, cash flow from operations and borrowings under the Company's $225 million revolving credit facility. At September 30, 2000, approximately $13 million was outstanding on the credit facility, leaving the Company with over $210 million of immediate liquidity. The Company noted that while it was calling for the redemption of all shares of Series G Preferred, in order to accommodate covenant limitations under certain of the Company's credit agreements, certain holders of the Series G Preferred stock have agreed to either convert Series G shares held by them having a stated value of at least $15 million into common stock or to exchange such shares for shares of the new Series H Preferred stock. As announced yesterday, the Company has scheduled a conference call for today at 9:00 AM (Central) to discuss various aspects of its 2001 capital plans, and to provide guidance for 2001 for its upstream segment and its midstream pipeline, terminalling and marketing segment, which is conducted through Plains All American Pipeline, L.P. The Company also intends to discuss the contents of this news release. The call is being made available live to the public through the Internet and on a delayed basis through a telephonic replay. Instructions for accessing either method follow: WEBCAST INSTRUCTIONS: To access the Internet webcast, go to the Company's website at www.plainsresources.com, choose "investor relations", then choose "conference calls". Following the live webcast, the call will be archived for a period of ninety (90) days on the Company's website. TELEPHONIC REPLAY INSTRUCTIONS: Call 800-428-6051 and enter PASSCODE ID# 144700 The replay will be available beginning Thursday, November 30, 2000, at approximately 12:00 PM (Central) and continue until Monday, December 4, 2000, at 11:55 PM (Central). PAGE 3 Except for the historical information on contained herein, the matters discussed in this news release are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include, among other things, market conditions, government regulations and other factors discussed in the Company's filings with the Securities and Exchange Commission. Plains Resources is an independent energy company engaged upstream in the exploitation, development, acquisition and exploration of crude oil and natural gas and the midstream activities of marketing, transportation, terminalling and storage of crude oil. The Company is headquartered in Houston, Texas. # # # EX-99.3 4 0004.txt PRESS RELEASE EXHIBIT 99.3 CONTACT: PHILLIP D. KRAMER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 713/654-1414 - 800/934-6083 FOR IMMEDIATE RELEASE PLAINS RESOURCES ANNOUNCES PLANS TO EVALUATE RESTRUCTURING ALTERNATIVES (Houston - November 30, 2000) Plains Resources (AMEX:PLX) announced today it had retained Petrie Parkman & Co. to assist it in evaluating strategic restructuring alternatives intended to optimize the value and value-creating ability of each of its upstream and midstream business segments. The alternatives to be evaluated include, but are not limited to, a spin-off or split-off of either the upstream segment or midstream segment, a spin-off or special dividend of certain units of Plains All American Pipeline, L.P. and potential asset sales. Any modifications to the existing structure will depend on a number of factors including tax efficiency, critical mass and other considerations. Accordingly, there can be no assurance that any modifications will be made. "Over the past nine years, we have built a solid and strategic base of cash flow and income-generating assets in each of our upstream and midstream segments," said Greg L. Armstrong, President and Chief Executive Officer of Plains Resources. "However, our somewhat complex corporate structure, which involves two separate publicly-traded vehicles on different stock exchanges, and the diverse nature of the investor bases of these two vehicles dictate that we evaluate alternative structures in an effort to unlock the value for the Company's stakeholders and position each segment to perform at optimal levels." Plains Resources is an American Stock Exchange listed company with an aggregate enterprise value of approximately $1.4 billion. Plains Resources conducts its upstream exploitation, development, production, acquisition and exploration activities through four wholly owned subsidiaries. Its midstream pipeline transportation, terminalling and marketing activities are conducted through its 100% ownership in Plains All American Inc., which is the general partner of, and holds a 54% effective ownership interest in, Plains All American Pipeline, L.P. Plains All American Pipeline, L.P. is a master limited partnership traded on the New York Stock Exchange with an aggregate enterprise value of approximately $950 million. Armstrong noted that both segments have significant internal and external growth opportunities and substantial financial resources to enable them to continue to grow profitably. "The plentiful growth opportunities available to both segments demand the full dedication of two separate, fully staffed management teams. Accordingly, the time has come to pursue avenues to expand the leadership platform and add another talented, entrepreneurial and driven leader, not only to facilitate, PAGE 2 but to drive additional, value-creating growth in the upstream business. In this regard, and in anticipation of certain possible outcomes of the restructuring evaluation, we have retained SpencerStuart to conduct an executive search for an upstream chief executive officer to focus exclusively on aggressively growing the upstream business," said Armstrong. "These steps will also free up incremental resources to dedicate to Plains All American's continued growth and to aggressively use what we believe is the absolute optimal midstream vehicle for growth through strategic, cash flow accretive acquisitions. We believe these steps will ensure that both business enterprises are being driven as hard as is prudently feasible and yielding the highest possible returns to our equity holders," Armstrong said. As announced yesterday, the Company has scheduled a conference call for today at 9:00 AM (Central) to discuss various aspects of its 2001 capital plans, and to provide guidance for 2001 for its upstream segment and its midstream pipeline, terminalling and marketing segment, which is conducted through Plains All American Pipeline, L.P. The Company also intends to discuss the contents of this news release. The call is being made available live to the public through the Internet and on a delayed basis through a telephonic replay. Instructions for accessing either method follow: WEBCAST INSTRUCTIONS: To access the Internet webcast, go to the Company's website at www.plainsresources.com, choose "investor relations", then choose "conference calls". Following the live webcast, the call will be archived for a period of ninety (90) days on the Company's website. TELEPHONIC REPLAY INSTRUCTIONS: Call 800-428-6051 and enter PASSCODE ID# 144700 The replay will be available beginning Thursday, November 30, 2000, at approximately 12:00 PM (Central) and continue until Monday, December 4, 2000, at 11:55 PM (Central). Except for the historical information on contained herein, the matters discussed in this news release are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include, among other things, availability of attractive acquisition targets, competition for human resources, market conditions, commodity prices, and other factors discussed in the Company's filings with the Securities and Exchange Commission. Plains Resources is an independent energy company engaged in the upstream activities of exploitation, development, acquisition of, and exploration for, crude oil and natural gas, and the midstream activities of marketing, transportation, terminalling and storage of crude oil. The Company is headquartered in Houston, Texas. # # # -----END PRIVACY-ENHANCED MESSAGE-----