-----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, HKyWDb5yYI5v+91AJEQtjV8Z9R+IXkBpsKrc30MmVaLM8OlXDlQUVX9OE4EmT0CB w6LTDFX1pduo2S9b6/tGvg== 0000899243-00-002663.txt : 20001214 0000899243-00-002663.hdr.sgml : 20001214 ACCESSION NUMBER: 0000899243-00-002663 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001212 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 TO-I/A SEC ACT: SEC FILE NUMBER: 005-33092 FILM NUMBER: 787780 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 FILED BY: 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 TO-I/A 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 SC TO-I/A 1 0001.txt AMENDMENT #1 SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 _____________ SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Plains Resources Inc. (Name of Subject Company (Issuer)) Plains Resources Inc. (Offeror and Issuer) (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) Series G Cumulative Convertible Preferred Stock (Title of Class of Securities) N/A (CUSIP Number of Class of Securities) Tim Moore Plains Resources Inc 500 Dallas, Suite 700 Houston, Texas 77002 (713) 654-1414 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) With copies to: John A. Watson Fulbright & Jaworski L.L.P. 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 Telephone: (713) 651-5151 Facsimile: (713) 651-5246 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee $85,804,500.00 $17,160.90 - -------------------------------------------------------------------------------- * Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the exchange of all of the outstanding shares of Series G Cumulative Convertible Preferred Stock. The amount of the filing fee is based upon the book value of the securities acquired pursuant to Rule 0-11. [x] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $17,160.90 Filing Party: Plains Resources Inc. Form or Registration No.: Schedule TO Date Filed: November 30, 2000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [x] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment No. 1 to the Tender Offer Statement on Schedule TO relates to the offer by Plains Resources Inc., a Delaware corporation (the "Company"), to exchange 171,609 shares of Series G Cumulative Convertible Preferred Stock for 171,609 shares of Series H Convertible Preferred Stock, upon the terms and subject to the conditions contained in the Offering Circular and Notice of Redemption dated November 30, 2000, the Offering Circular and Notice of Redemption Supplement dated December 12, 2000 and the Letter of Transmittal. Copies of the Offering Circular and Notice of Redemption dated November 30, 2000 and the Letter of Transmittal were filed previously as exhibits (a) (1) (ii) and (a) (1) (iii), respectively, to the Schedule TO, and the Offering Circular and Notice of Redemption Supplement dated December 12, 2000 is being filed herewith as exhibit (a) (i) (iv). The Company is sending a copy of the Offering Circular and Notice of Redemption Supplement dated December 12, 2000 to each holder of the Series G Cumulative Convertible Preferred Stock. ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby revised as follows: (a) (1) (vi) through (viii) The information set forth in the Offering Circular under the heading entitled "The Exchange Offer", the Offering Circular and Notice of Redemption Supplement dated December 12, 2000 and the Letter of Transmittal is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to add exhibits (a) (1) (iv) and (a) (5) (iii) as follows: (a) (1) (iv) Offering Circular and Notice of Redemption Supplement dated as of December 12, 2000. (a) (5) (iii) Press release issued on November 30, 2000. 1 SIGNATURE After due 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. By: /s/ Cynthia A. Feeback --------------------------------- Name: Cynthia A. Feeback Title: Vice President - Accounting and Assistant Treasurer Dated: December 12, 2000 2 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- (a) (1) (i) Cover Letter to Offering Circular and Notice of Redemption.* (a) (1) (ii) Offering Circular and Notice of Redemption dated as of November 30, 2000.* (a) (1) (iii) Letter of Transmittal.* (a) (1) (iv) Offering Circular and Notice of Redemption Supplement dated as of December 12, 2000.** (a) (2) None. (a) (3) Not applicable. (a) (4) Not applicable. (a) (5) (i) Form of Certificate of Designation, Preferences and Rights for the Series H Convertible Preferred Stock.* (a) (5) (ii) Form of Second Amendment to Stock Purchase Agreement dated as of December 28, 2000 by and among the Company and the Purchasers named therein.* (a) (5) (iii) Press Release issued on November 30, 2000. ** (b) Not applicable. (d) (1) Stock Purchase Agreement dated as of July 30, 1998 by and among the Company and the Purchasers named therein.* (d) (2) Amendment to Stock Purchase Agreement dated as of January 31, 2000 by and among the Company and the Purchasers named therein.* (g) Not applicable. (h) Not applicable. - ---------- * Previously filed on Schedule TO. ** Filed herewith. EX-99.(A)(1)(IV) 2 0002.txt OFF CIRCULAR AND NOTICE OF RED SUPP EXHIBIT (a) (1) (iv) Supplement - ---------- Offering Circular and December 12, 2000 Notice of Redemption OFFERING CIRCULAR AND NOTICE OF REDEMPTION SUPPLEMENT PLAINS RESOURCES INC. This document supplements the Offering Circular and Notice of Redemption dated November 30, 2000 (the "Offering Circular") relating to the exchange of our shares of Series G Cumulative Convertible Preferred Stock ("Series G") for any and all of our outstanding shares of Series H Convertible Preferred Stock ("Series H") to be effective on December 29, 2000 (the "Exchange Offer"), and the notice to holders of Series G shares that we will elect to redeem all of the outstanding shares of Series G on December 31, 2000. This supplement to the Offering Circular (this "Offering Circular Supplement") is incorporated by reference into the Offering Circular. Each share of Series G is convertible into 33 1/3 shares of our common stock, par value $.10 (the "Common Stock"), plus a number of shares of Common Stock derived by dividing accrued and unpaid dividends per share of Series G on the date of conversion by $15.00. Each share of Series H will be convertible into 33 1/3 shares of Common Stock. Holders of Series G who elect to exchange for Series H will receive an amount in cash equal to the accrued and unpaid dividends on such Series G. Shares of Series H will automatically convert into shares of our Common Stock on September 30, 2001, unless you elect to convert your shares of Series H sooner. The number of shares of our Common Stock you will receive upon conversion of a share of Series H is subject to anti-dilution provisions as set forth in the certificates of designation of those series. You may withdraw your tender for exchange of Series G shares if we do not accept them for exchange by January 29, 2001. The Offering Circular imposes as a condition to the consummation of the Exchange Offer the receipt of a waiver and consent from the lenders under our $225 million revolving credit facility. That condition has been satisfied. All other conditions to the consummation of the Exchange Offer must be satisfied or waived on or before December 28, 2000. See "The Exchange Offer-What is the Exchange Offer Conditioned Upon?" at page 4 of the Offering Circular. Pursuant to Rule 13e-4 of the General Rules and Regulations under the Exchange Act of 1934, as amended, we have filed with the Securities and Exchange Commission an Amendment No. 1 to our Tender Offer statement on Schedule TO. Our Schedule TO, including exhibits and any amendments, may be examined, and copies may be obtained, at the places and in the manner set forth in the Offering Circular under the heading entitled "Where You Can Find Additional Information". The date of this Offering Circular Supplement is December 12, 2000. EX-99.(A)(5)(III) 3 0003.txt PRESS RELEASE ISSUED ON NOV 30, 2000 EXHIBIT (a) (5) (iii) 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 --MORE-- 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). 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. Page 3 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. ### -----END PRIVACY-ENHANCED MESSAGE-----