-----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, VirEnNXLND58wrh2gL4ZgmFZNopqlNis4GtrdjWvRKKJ8z3w/lwykc0HvERt20o0 hOXEwQAYxTE17tFSlvrB/w== 0000950129-03-003116.txt : 20030610 0000950129-03-003116.hdr.sgml : 20030610 20030610143903 ACCESSION NUMBER: 0000950129-03-003116 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030610 GROUP MEMBERS: SHELL OIL COMPANY 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33092 FILM NUMBER: 03738886 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: SHELL LAND & ENERGY CO CENTRAL INDEX KEY: 0001050115 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 910 LOUISIANA STREET CITY: HOUSTON STATE: TX ZIP: 77252 BUSINESS PHONE: 7132416161 MAIL ADDRESS: STREET 1: 910 LOUISIANA STREET CITY: HOUSTON STATE: TX ZIP: 77252 SC 13D/A 1 h06687sc13dza.txt SHELL LAND & ENERGY COMPANY FOR PLAINS RESOURCES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Plains Resources Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 726540 50 6 - ------------------------------------------------------------------------------- (CUSIP Number) Steven J. Paul, Assistant Secretary Shell Oil Company 910 Louisiana Street Houston, Texas 77002 (713) 241-4112 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 6, 2003 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 on 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). SCHEDULE 13D/A CUSIP NO. 726540 50 6 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Shell Land & Energy Company - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] N/A - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ---------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ---------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUN IN ROW (11) -0- - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- SCHEDULE 13D/A CUSIP NO. 726540 50 6 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Shell Oil Company - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] N/A - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- ---------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- ---------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- ITEM 1. AMENDMENT. This amendment is being filed for the purpose of giving notice that Shell Land & Energy Company, a Delaware corporation ("SLEC") and Shell Oil Company, a Delaware corporation ("Shell") on June 6, 2003, sold 46,600 shares of Series D Cumulative Convertible Preferred Stock (the "Stock") of Plains Resources Inc. (the "Company") to the Company, for the amount of $23,300,000, plus $253,483.52 representing the pro-rated portion of the current accrued but unpaid dividend which represents 46,600 shares at $500.00 per share which is the face value of the Stock. Additionally, on May 20, 2002, SLEC and Shell sold a Warrant to purchase 150,000 shares of Common Stock of Plains Resources Inc., a Delaware corporation, to Kayne Anderson Energy Fund II L.P., a Delaware limited liability company, for the amount of $404,805. As a result of these transactions, SLEC and Shell no longer own any beneficial ownership interest in any equity security of the Company. SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. June 10, 2003. SHELL LAND & ENERGY COMPANY By: /S/ Steve J. Paul Name: Steve J . Paul Title: Secretary SHELL OIL COMPANY By: /S/ Steve J. Paul Name: Steve J. Paul Title: Assistant Secretary DIRECTORS AND EXECUTIVE OFFICERS SHELL LAND & ENERGY COMPANY NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION J. R. Eagan U.S.A. Director 200 N. Dairy Ashford Chairman Houston, Texas 77479 President J. R. Crossman U.S.A. Director 200 N. Dairy Ashford Treasurer Houston, Texas 77479 W. T. Mooney U.S.A. Director 910 Louisiana Street Vice-President Houston, Texas 77002 S. J. Paul U.S.A. Secretary 910 Louisiana Street Houston, Texas 77002 Kenetta D. Joseph U.S.A. Asst. Secretary 910 Louisiana Street Houston, Texas 77002 DIRECTORS AND EXECUTIVE OFFICERS SHELL OIL COMPANY NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION Robert F. Daniell U.S.A. Director 910 Louisiana Street Houston, Texas 77002 M. F. Keeth U.S.A. Director 910 Louisiana Street Houston, Texas 77002 Vilma S. Martinez U.S.A. Director 910 Louisiana Street Houston, Texas 77002 A. Y. Noojin, III U.S.A. Director 910 Louisiana Street Houston, Texas 77002 R. M. Restucci U.S.A. Director 910 Louisiana Street Houston, Texas 77002 R. J. Routs U.S.A. Director 910 Louisiana Street President Houston, Texas 77002 General Gordon R. Sullivan U.S.A. Director 910 Louisiana Street Houston, Texas 77002 Philip B. Watts U.S.A. Director 910 Louisiana Street Chairman Houston, Texas 77002 R. J. Decyk U.S.A. Sr. Vice President 910 Louisiana Street Houston, Texas 77002 P. M. Dreckman U.S.A. Vice President 910 Louisiana Street General Tax Counsel Houston, Texas 77002 J. R. Eagan U.S.A. Vice President 910 Louisiana Street CFO Houston, Texas 77002 C. A. Lamboley U.S.A. Sr. Vice President 910 Louisiana Street General Counsel Houston, Texas 77002 Corp. Secretary S. E. Ward U.S.A. Vice President 910 Louisana Street Houston, Texas 77002 G. R. Hullinger U.S.A. Controller 910 Louisana Street Treasurer Houston, Texas 77002 W. G. Hougland U.S.A. Asst. Secretary 910 Louisiana Street Houston, Texas 77002 K. D. Joseph U.S.A. Asst. Secretary 910 Louisiana Street Houston, Texas 77002 S. J. Paul U.S.A. Asst. Secretary 910 Louisiana Street Houston, Texas 77002 E. C. Deal U.S.A. Asst. Controller 910 Louisiana Street Houston, Texas 77002 A. M. Nolte U.S.A. Asst. Treasurer 910 Louisiana Street Houston, Texas 77002 C. K. Potter U.S.A. Asst. Treasurer 910 Louisiana Street Houston, Texas 77002 INDEX TO EXHIBITS Exhibit 1 - Stock Purchase Agreement EX-99.1 3 h06687exv99w1.txt STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT This Agreement is made this 6th day of June, 2003, between Shell Land & Energy Company, a Delaware corporation ("Seller"), and Plains Resources Inc., a Delaware corporation ("Purchaser"). 1. Recitals. Seller owns 46,600 shares of the Series D Cumulative Convertible Preferred Stock (the "Preferred Stock") issued by Purchaser. Seller desires to sell and Purchaser desires to purchase the Preferred Stock. 2. Sale and Purchase of Shares. 2.1 Purchase Price. For the consideration and upon the terms provided herein, Seller hereby agrees to sell to Purchaser the Preferred Stock and Purchaser hereby agrees to purchase from Seller the Preferred Stock, all upon and in exchange for the consideration described herein. The purchase price for the Preferred Stock shall be Twenty Three Million Three Hundred Thousand Dollars ($23,300,000), plus an additional amount of Two Hundred Fifty-Three Thousand Four Hundred Eighty-Three Dollars and Fifty-Two Cents ($253,483.52), which amount (the "Dividend Amount") represents the accrued and unpaid dividends as of the date hereof, paid in cash to Seller as provided herein. Any taxes, fees and other charges of any kind imposed by any governmental or taxing authority and any transfer, recording or similar fees and charges arising out of or in connection with the transactions contemplated by this Agreement shall be borne by the party primarily responsible for such taxes and other fees and charges under applicable law. 2.2 Closing Date and Place. The closing for the sale of the shares of Preferred Stock to Purchaser shall be held on June 6, 2003 (the "Closing Date") at the offices of Seller in Houston, Texas or at such other date or time as the parties hereto may agree. If the Closing is not held on June 6, 2003, the Dividend Amount shall be increased (if Closing is later than June 6) or decreased (if Closing is earlier than June 6), by the amount of $3,840.66 per day. At the closing, Seller shall deliver the stock certificate evidencing the Preferred Stock to Purchaser together with a duly executed stock power and a receipt for the payment of the purchase price received by Seller. Purchaser shall pay the purchase price by wire transfer of immediately available funds to Seller's account number 323093280 at JP Morgan Chase, New York, New York. 2.3 Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as follows: 1 (a) Seller has full power, authority and legal right to enter into this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on behalf of Seller and no other actions or proceedings on the part of Seller are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. Upon execution and delivery of this Agreement, it will be a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms except as enforcement of remedies may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights. (b) There are no actions, suits, labor disputes, arbitrations, grievance proceedings, government investigations or other proceedings pending or, to the knowledge of Seller, threatened against or affecting Seller or any of its properties or assets, at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or before any arbitrator of any kind, which might affect Seller's ability to consummate the transactions called for herein. (c) Seller owns the Preferred Stock free and clear of all mortgages, pledges, liens, security interests, options, rights, proxies, encumbrances or claims, except for a right of first refusal of Purchaser with respect to the Preferred Stock. 2.5 Representations and Warranties of Purchaser. Purchaser hereby warrants and represents to Seller as follows: (a) Purchaser has full power, authority and legal right to enter into this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on behalf of Purchaser and no other actions or proceedings on the part of Purchaser are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. Upon execution and delivery of this Agreement, it will be a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms except as enforcement of remedies may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights. (b) There are no actions, suits, labor disputes, arbitrations, grievance proceedings, government investigations or other proceedings pending or, to the knowledge of Purchaser, threatened against or affecting Purchaser or any of its properties or assets, at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or before any arbitrator of any kind, which might affect Purchaser's ability to consummate the transactions called for herein. 2 3. Miscellaneous. 3.1 Nature and Survival of Representations. Except to the extent waived in writing by the party that is the beneficiary of the applicable representations and warranties, all representations and warranties made by the parties each to the other in this Agreement or pursuant hereto shall survive the termination of this Agreement and consummation of the transactions contemplated by this Agreement, notwithstanding any investigation heretofore or hereafter made by any of them or on behalf of any of them. 3.2 Persons Bound. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns. 3.3 Applicable Law. This Agreement shall be performable in Houston, Texas, and shall be governed by, construed and enforced in accordance with, the laws of the State of Texas. 3.4 Amendments. No amendments, modifications or alterations of the terms shall be binding unless the same shall be in writing dated subsequent to the date hereof and duly executed by the parties hereto. 3.5 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the transactions described herein and contains all the covenants and agreements between the parties with respect to the transactions described herein. 3.6 Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on the same or separate counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument. 3.7 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. [SIGNATURE PAGE FOLLOWS] 3 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above. SELLER: SHELL LAND & ENERGY COMPANY By: _______________________________ Name: Title: PURCHASER: PLAINS RESOURCES INC. By:_________________________________ Name: John T. Raymond Title: Chief Executive Officer and President 4 -----END PRIVACY-ENHANCED MESSAGE-----