-----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, O+3E9U7RxcbL0V8wooZH4xp8cwKMv6xNktVa1qHak3n4rg5iAqy2jlPQN6KRIyE/ XIE/Y0aISsaM2c+ts3LOwQ== 0000914760-99-000050.txt : 19990217 0000914760-99-000050.hdr.sgml : 19990217 ACCESSION NUMBER: 0000914760-99-000050 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990216 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/A SEC ACT: SEC FILE NUMBER: 005-33092 FILM NUMBER: 99540436 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET 2: SUITE 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: ADVISORY RESEARCH INC CENTRAL INDEX KEY: 0000902584 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132831881 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 180 N. STETSON STREET STE 5780 STREET 2: TWO PRUDENTIAL PLZ CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3125651414 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PLAINS RESOURCES INC. (Name of Issuer) Common Stock, $.10 par value per share (Title of Class of Securities) 726540 50 3 (CUSIP Number) December 31, 1998 (Date of Event Which Requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / x / Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d) * 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 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 9 Pages CUSIP No. 726540 50 3 13G Page 2 of 9 Pages 1 NAME OF REPORTING PERSON: Advisory Research, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: # 36-2831881 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES None -------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,202,189.96 (see footnote under Item 4 Ownership) -------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING None ------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER WITH 1,202,189.96 (see footnote under Item 4 Ownership) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,202,189.96 (see footnote under Item 4 Ownership) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.54% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 726540 50 3 13G Page 3 of 9 Pages 1 NAME OF REPORTING PERSON: David B. Heller S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES None -------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,202,189.96 (see footnote under Item 4 Ownership) -------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING None -------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER WITH 1,202,189.96 (see footnote under Item 4 Ownership) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,202,189.96 (see footnote under Item 4 Ownership) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.54% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a) NAME OF ISSUER: Plains Resources Inc. ITEM 1(b) NAME OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 500 Dallas Street Houston, Texas 77002 ITEM 2(a) NAME OF PERSON FILING: Advisory Research, Inc. David B. Heller ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Two Prudential Plaza 180 N. Stetson, Suite 5780 Chicago, Illinois 60601 ITEM 2(c) CITIZENSHIP: Advisory Research, Inc. is a Delaware corporation. David B. Heller is a United States citizen. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, $.10 par value per share. ITEM 2(e) CUSIP NO.: 726540 50 3 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) / / Broker or Dealer registered under Section 15 of the Act (b) / / Bank as defined in Section 3(a)(6) of the Act (c) / / Insurance Company as defined in Section 3(a)(19) of the Act Page 4 of 9 Pages (d) / / Investment Company registered under Section 8 of the Investment Company Act. (e) /x/ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G) (h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H) ITEM 4 OWNERSHIP: (a) Amount Beneficially Owned: Advisory Research, Inc. 1,202,189.96(1) David B. Heller 1,202,189.96(1) (b) Percent of Class: Advisory Research, Inc. 5.54% David B. Heller 5.54% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: None (ii) Shared power to vote or to direct the vote: Advisory Research, Inc. 1,202,189.96(1) David B. Heller 1,202,189.96(1) (iii) Sole power to dispose or to direct the disposition of: None Page 5 of 9 Pages (iv) Shared power to dispose or to direct the disposition of: Advisory Research, Inc. 1,202,189.96(1) David B. Heller 1,202,189.96(1) As of December 31, 1998, Advisory Research, Inc. was the direct beneficial owner of 1,202,189.96(1) shares of Plains Resources Inc. Common Stock, $.10 par value per share. David B. Heller is President and the controlling shareholder of Advisory Research, Inc. - -------------- (1) Includes 564,822.96 shares of Common Stock issuable upon conversion of 20,332 shares of Series E Cumulative Convertible Preferred Stock held by the Reporting Person. ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported hereunder. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable. ITEM 9 NOTICE OF DISSOLUTION OF GROUP: Not applicable. Page 6 of 9 Pages ITEM 10 CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect. Page 7 of 9 Pages 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. Dated: February 8, 1999 ADVISORY RESEARCH, INC. By: /a/ David B. Heller ----------------------------- Name: David B. Heller Its: President 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. Dated: February 8, 1999 By: /s/ David B. Heller ------------------------ David B. Heller Page 8 of 9 Pages EX-1 2 EXHIBIT SCHEDULE 13G JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement agree as follows: (i) The undersigned and each other person executing this joint filing agreement are individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of the undersigned and each other person executing this joint filing agreement; and (ii) The undersigned and each other person executing this joint filing agreement are responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this joint filing agreement is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in one or more counterparts by each person executing this joint filing agreement, and each such counterparts shall be an original but all of which, taken together, shall constitute but one and the same instrument. Dated: February 8, 1999 ADVISORY RESEARCH, INC. By: /s/ David B. Heller --------------------------- Name: David B. Heller Its: President /s/ David B. Heller -------------------------------- David B. Heller Page 9 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----