-----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, BAqbE4CDX/SGhT4qYN7vynOPJ30y0bqyZGYFugAF8xkmUJFW46VWzw1A/XD6uiUB F5FrT1H7mTLYBMKrcnyjJg== 0000944209-98-000317.txt : 19980217 0000944209-98-000317.hdr.sgml : 19980217 ACCESSION NUMBER: 0000944209-98-000317 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980212 SROS: NONE GROUP MEMBERS: MARK E. STROME GROUP MEMBERS: SSCO, INC. GROUP MEMBERS: STROME SUSSKIND INVESTMENT MANAGEMENT LP 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: 98535713 BUSINESS ADDRESS: STREET 1: 1600 SMITH ST STE 1500 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: STROME SUSSKIND INVESTMENT MANAGEMENT LP CENTRAL INDEX KEY: 0000936711 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954450882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 SC 13G/A 1 SCHEDULE 13G/A --------------------------- OMB APPROVAL --------------------------- OMB number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response... 14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3 )* ----- Plains Resources, Inc. ------------------------------------------------------------- (Name of Issuer) Common Stock --------------------------------------------------- (Title of Class of Securities) 726540503 ----------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [_]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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 the 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 11 Pages - ----------------------- --------------------- CUSIP NO. 726540503 13G PAGE 2 OF 11 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Strome Susskind Investment Management, L.P. 95-4450882 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 1,282,841 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 1,282,841 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 1,282,841 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 7.7% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 PN, IA - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP NO. 726540503 13G PAGE 3 OF 11 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SSCO, Inc. 95-4450883 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 1,282,841 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 1,282,841 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 1,282,841 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 7.7% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 CO, HC - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP NO. 726540503 13G PAGE 4 OF 11 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark E. Strome ###-##-#### - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 1,282,841 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 1,282,841 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 1,282,841 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 7.7% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 IN, HC - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 11 This statement amends and supplements the information set forth in the Second Amendment to the Schedule 13G (the "Schedule 13G" and, together with the Second Amendment, "Amendment No. 2") filed by the Reporting Persons as (defined therein) with the Securities and Exchange Commission on February 14, 1997, and constitutes Amendment No. 3 to the Schedule 13G ("Amendment No.3"). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Schedule 13G. This Amendment No. 3 is being filed to amend Items 2(a) and 4 contained in Amendment No. 2 as of December 31, 1997. Item 2 (a) Name of Person Filing: This statement is being filed by: a. Strome-Susskind Investment Management, L.P. ("SSIM") b. SSCO, Inc. ("SSCO"); and c. Mark E. Strome ("Strome") collectively the "Reporting Persons". SSIM is a Delaware limited partnership and a registered investment adviser. SSIM is the sole general partner of and investment adviser to two investment limited partnerships, and is also the investment adviser to two offshore investment corporations (the investments limited partnerships and the offshore investment corporations are collectively referred to hereinafter as the "Entities"). The Entities have acquired 1,274,841 shares of the common stock of Plains Resources, Inc. (the "Stock"). In addition, the Entities have option contracts pursuant to which they could presently acquire an additional 8,000 shares of Stock, as of December 31, 1997. Therefore, the Entities beneficially own 1,282,841 shares of Stock (computed in accordance with Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended). Based upon Plains Resources, Inc.'s Form 10-Q dated September 30, 1997, as of December 31, 1997, the Entities beneficially owned approximately 7.7% of the common stock of Plains Resources, Inc. (similarly computed). SSCO is the sole general partner of SSIM. The Mark E. Strome Living Trust, dated 01/16/97 (the "Trust") is the controlling shareholder of SSCO. Mark E. Strome is the settlor and a trustee of the Trust. SSIM's beneficial ownership of the Stock is direct because of its general partnership interests in the investment limited partnerships that directly own shares of the Stock. SSIM also has direct beneficial ownership of the Stock as a result of its discretionary authority to buy, sell and vote shares of such Stock for its investment advisory clients (i.e., the investment limited partnerships and the investment corporations. SSCO's and Strome's beneficial ownership are indirect Page 6 of 11 as a result of their ownership of SSIM, and is reported solely because Rule 13-d (1) (a) and (b) promulgated under the Securities Exchange Act of 1934, as amended, requires any person who is "directly or indirectly" the beneficial owner of more than five percent of any equity security of a specific class to file a Schedule 13G within the specific time period. The answers on blocks 6, 8, 9 and 11 on pages 3 and 4 above and in response to item 4 by SSCO and Strome are given on the basis of the "indirect" beneficial ownership referred to in such Rule, based on the direct beneficial ownership of the Stock by SSIM and the relationship of SSCO and Strome to SSIM. Information with respect to each Reporting Person is given solely by the respective Reporting Person, and no Reporting Person undertakes hereby any responsibility for the accuracy or completeness of such information concerning any other Reporting Person. Item 4. Ownership: (a) Amount Beneficially Owned: Reporting Persons each directly or indirectly beneficially own 1,282,841 shares of Stock. The Entities' and SSIM's beneficial ownership is direct and SSCO and Strome's beneficial ownership is indirect. (b) Percent of Class: 7.7% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: The Reporting Persons share with each other the power to vote all 1,282,841 shares of Stock for which they have direct or indirect beneficial ownership. No other person has the power to vote such shares. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: The Reporting Persons share with each other the power to dispose of all 1,282,841 shares for which they have direct or indirect beneficial ownership. They do not share this power with any other person. Page 7 of 11 Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. /s/ Jeffrey S. Lambert ------------------------------------- Mark E. Strome STROME SUSSKIND INVESTMENT MANAGEMENT, L.P. By SSCO, Inc., its General Partner By: /s/ Jeffrey S. Lambert ---------------------------------- Jeffrey S. Lambert, Chief Financial Officer SSCO, INC. By: /s/ Jeffrey S. Lambert ---------------------------------- Jeffrey S. Lambert, Chief Financial Officer Date: 02/11/98 -------------------------- Page 8 of 11 EXHIBITS EXHIBIT A Power of Attorney Granted by Mark E. Strome EXHIBIT B Statement With Respect to Joint Filing of Schedule 13G EXHIBIT C Identification and Classification of Subsidiary Which Acquired Security Being Reported On By the Parent Holding Company EX-1 2 POWER OF ATTORNEY FORMS Page 9 of 11 EXHIBIT A POWER OF ATTORNEY FORMS FOR SCHEDULES 13D AND 13G AND FORM 13F I, Mark E. Strome in my individual capacity and as a principal of Strome Susskind Investment Management, L.P., hereby appoint Jeffrey S. Lambert as attorney-in-fact and agent, in all capacities, to execute, on my behalf and on behalf of Strome Susskind Investment Management, L.P. and to file with the appropriate issuers, exchanges and regulatory authorities, any and all Schedules 13D and 13G and Forms 13F and documents relating thereto required to be filed under the Securities Exchange Act of 1934, including exhibits, attachments and amendments thereto and request for confidential information contained therein. I hereby grant to said attorney-in-fact full authority to do every act necessary to be done in order to effectuate the same as fully, to all intents and purposes, as I could if personally present, thereby ratifying all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. I hereby execute this Power of Attorney as of this 12th day of August, 1994. /s/ Mark E. Strome -------------------------- Mark E. Strome EX-2 3 JOINT FILING AGREEMENT 10 of 11 Exhibit B JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f) (1) ---------------------------------------------------- This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers states that they each satisfy the requirements for making a joint filing under Rule 13d-1. Dated: February 2, 1998 /s/ Jeffrey S. Lambert - ------------------------------------- Mark E. Strome STROME SUSSKIND INVESTMENT MANAGEMENT, L.P. By SSCO, Inc., its General Partner By: /s/ Jeffrey S. Lambert ---------------------------------- Jeffrey S. Lambert, Chief Financial Officer SSCO, INC. By: /s/ Jeffrey S. Lambert ---------------------------------- Jeffrey S. Lambert, Chief Financial Officer EX-3 4 IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY Page 11 of 11 Exhibit C Identification and Classification of Subsidiary Which Acquired Security Being Reported On By the Parent Holding Company SSIM, a registered investment adviser, acquired "beneficial ownership" of the securities being reported on as a result of its discretionary authority to acquire, dispose and (with respect to certain of such securities) vote the securities being reported on. Under a series of SEC no-action letters, including the letter issued to Warren Buffet and Berkshire Hathaway, Inc. (available December 18, 1987), SSCO and Strome are each considered the equivalent of a parent holding company of SSIM and are therefore eligible to report their indirect beneficial ownership in such shares on Schedule 13G. -----END PRIVACY-ENHANCED MESSAGE-----