-----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, SskSxkELKz648S5j0PzgjCEAP39rZcGS0SuUHCMcIJLkR/yi7Gs71hnp3dUHbwbY 8Mo5+I9qdbp4ylSME+VnXw== 0000899243-01-000024.txt : 20010122 0000899243-01-000024.hdr.sgml : 20010122 ACCESSION NUMBER: 0000899243-01-000024 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010104 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: 1502065 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 #2 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. 2) 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: [x] This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed on November 30, 2000, as previously amended by Amendment No. 1 to the Schedule TO on December 12, 2000, relating to the offer (the "Exchange 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 was filed previously as exhibit (a) (i) (iv) to Amendment No. 1 to the Schedule TO. The Exchange Offer expired at 5:00 p.m., Houston, Texas time, on December 28, 2000. A total of 169,571 shares of Series G Cumulative Convertible Preferred Stock out of the 171,609 shares of Series G Cumulative Convertible Preferred Stock outstanding were properly tendered and not withdrawn prior to the expiration of the Tender Offer. All of the shares of Series G Cumulative Convertible Preferred Stock tendered to the Company in the Exchange Offer were accepted by the Company. Each share of Series G Cumulative Convertible Preferred Stock tendered to the Company was exchanged for one share of Series H Convertible Preferred Stock, plus $11.62 in cash representing an amount equal to the accrued and unpaid dividends to December 29, 2000 on a share of Series G Cumulative Convertible Preferred Stock. Delivery of shares of Series H Convertible Preferred Stock and payment of amounts representing accrued and unpaid dividends exchanged for shares of Series G Cumulative Convertible Preferred Stock tendered to the Company will occur as soon as practicable. 1,825 shares of Series G Cumulative Convertible Preferred Stock were converted prior to December 27, 2000 into a total of 62,226 shares of the Company's common stock, par value $.10. As announced in the Offering Circular and Notice of Redemption dated November 30, 2000, the remaining 213 shares of Series G Cumulative Convertible Preferred Stock were redeemed on December 31, 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: January 4, 2001 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. ** Previously filed on Amendment No. 1 to Schedule TO. -----END PRIVACY-ENHANCED MESSAGE-----