-----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, Oem4eSwIEVEzHNyU4AOQPAiK5s9okEQcSrxCxYUgeOU48vf3uYUR28OVih7HaMIA GfY0USR8lxL4+/Oo8BEUAg== 0000950134-99-009357.txt : 19991102 0000950134-99-009357.hdr.sgml : 19991102 ACCESSION NUMBER: 0000950134-99-009357 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991101 GROUP MEMBERS: A E HALL & CO MONEY PURCHASE PLAN GROUP MEMBERS: ARTHUR E HALL GROUP MEMBERS: HALLCO INC GROUP MEMBERS: VALARIAN ASSOCIATES 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 SEC ACT: SEC FILE NUMBER: 005-33092 FILM NUMBER: 99738277 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: VALARIAN ASSOCIATES CENTRAL INDEX KEY: 0001054331 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 942498481 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1726 CEDAR WOOD DRIVE CITY: MINDEN STATE: NV ZIP: 89423 BUSINESS PHONE: 7027825174 MAIL ADDRESS: STREET 1: 1726 CEDAR WOOD DRIVE CITY: MINDEN STATE: NV ZIP: 89423 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. )* Plains Resources Inc. (Name of Issuer) Common Stock, $0.10 Par Value Per Share (Title of Class of Securities) 726540 50 3 (Cusip Number) Mr. Arthur E. Hall 1726 Cedarwood Drive Minden, Nevada 89423 (775) 782-5174 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 22, 1999 (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 [ ]. *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). **The total number of shares of the Stock reported herein is 1,037,208 shares, which constitutes approximately 6.1% of the 17,012,936 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Except as otherwise stated herein, all ownership percentages set forth herein assume that there are 16,964,128 shares of the Stock outstanding. 2 1. Name of Reporting Person: Valarian Associates 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Nevada 7. Sole Voting Power: 894,100 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 894,100 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 894,100 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.3% 14. Type of Reporting Person: PN - ------------- (1) Power is exercised through its sole general partner, Arthur E. Hall. 2 3 1. Name of Reporting Person: Hallco, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Nevada 7. Sole Voting Power: 98,508 (1)(2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 98,508 (1)(2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 98,508 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.6% (3) 14. Type of Reporting Person: CO - ------------ (1) Power is exercised through its President and controlling stockholder, Arthur E. Hall. (2) Assumes conversion of 1,757.087 shares of the Issuer's Series E Cumulative Convertible Preferred Stock into 48,808 shares of the Stock. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 17,012,936 shares of the Stock outstanding. 3 4 1. Name of Reporting Person: A. E. Hall & Co. Money Purchase Plan 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: OO - Trust Funds 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Nevada 7. Sole Voting Power: 44,600 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 44,600 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 44,600 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.3% 14. Type of Reporting Person: OO - Trust - ------------ (1) Power is exercised through its sole trustee, Arthur E. Hall. 4 5 1. Name of Reporting Person: Arthur E. Hall 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 1,037,208 (1)(2) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 1,037,208 (1)(2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,037,208 (1)(2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 6.1% (3) 14. Type of Reporting Person: IN - ------------ (1) Solely in his respective capacities (i) as the sole general partner of Valarian Associates with respect to 894,100 of such shares, (ii) as the President and controlling stockholder of Hallco, Inc. with respect to 98,508 of such shares and (iii) as the sole trustee and beneficiary of the A. E. Hall & Co. Money Purchase Plan with respect to 44,600 of such shares. (2) Assumes conversion of 1,757.087 shares of the Issuer's Series E Cumulative Convertible Preferred Stock into 48,808 shares of the Stock. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 17,012,936 shares of the Stock outstanding. 5 6 ITEM 1. SECURITY AND ISSUER. This statement relates to shares of the common stock, par value $0.10 per share (the "Stock"), of Plains Resources Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 500 Dallas Street, Houston, Texas 77002. ITEM 2. IDENTITY AND BACKGROUND. (a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Act, the undersigned hereby file this Schedule 13D Statement on behalf of Valarian Associates, a Nevada limited partnership ("Valarian"), Hallco, Inc., a Nevada corporation ("Hallco"), A. E. Hall & Co. Money Purchase Plan (the "Plan") and Arthur E. Hall ("AEH"). Valarian, Hallco, the Plan and AEH are sometimes hereinafter collectively referred to as the "Reporting Persons." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. (b) - (c) Valarian Valarian is a Nevada limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. Valarian's principal business address, which also serves as its principal office, is 1726 Cedarwood Drive, Minden, Nevada 89423. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to AEH, the sole general partner of Valarian, is set forth below. Hallco Hallco is a Nevada corporation, the principal business of which is serving as an investment manager for Valarian. Hallco's principal business address, which also serves as its principal office, is 1726 Cedarwood Drive, Minden, Nevada 89423. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to each director, executive officer and control person of Hallco are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT AEH See answers below. See answers below. Joanne G. Hall 1726 Cedarwood Drive Licensed Vocational Nurse Minden, Nevada 89423
6 7 Plan The Plan is a retirement plan for self-employed persons established pursuant to the Internal Revenue Code. The address of the Plan is 1726 Cedarwood Drive, Minden, Nevada 89423. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to AEH, the sole trustee and beneficiary of the Plan, is set forth below. AEH AEH's business address is 1726 Cedarwood Drive, Minden, Nevada 89423, and his principal occupation at such address is investing for his own account. (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America. All of the persons identified in this Item that are not natural persons subsist under the laws of the United States of America or of a political subdivision thereof. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of the funds used by the Reporting Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS Valarian Working Capital (1) $14,350,453 Hallco Working Capital (1) 1,732,101 (2) Plan Trust Funds (3) 671,695 AEH Not Applicable Not Applicable
(1) As used herein, the term "Working Capital" includes income from the business operations of the entity plus sums, if any, borrowed from banks and brokerage firm margin accounts to operate such business in general. None of the funds reported 7 8 herein as "Working Capital" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. (2) Includes $825,000 used to purchase 1,757.087 shares of the Issuer's Series E Cumulative Convertible Preferred Stock. (3) As used herein, the term "Trust Funds" includes income from the investments of the entity plus sums, if any, borrowed from banks and brokerage firm margin accounts for general purposes. None of the funds reported herein as "Trust Funds" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired the shares of the Stock reported herein for investment purposes. Consistent with such purposes, certain of the Reporting Persons have had, and expect to continue to have, discussions with management of the Issuer, and with other stockholders of the Issuer, concerning various ways of maximizing long-term stockholder value. Depending on market conditions and other factors that each Reporting Person may deem material to its investment decision, such Reporting Person may purchase additional shares of the Stock in the open market or in private transactions. Depending on these same factors, such Reporting Person may sell all or a portion of the shares of the Stock that it owns or hereafter may acquire on the open market or in private transactions. Except as set forth herein or in the Exhibits filed or to be filed herewith, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Valarian The number of shares of the Stock that Valarian beneficially owns pursuant to Rule 13d-3 of the Act is 894,100, which constitutes approximately 5.3% of the outstanding shares of the Stock. 8 9 Hallco The number of shares of the Stock that Hallco beneficially owns pursuant to Rule 13d-3 of the Act is 98,508, which constitutes approximately 0.6% of the 17,012,936 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. Plan The number of shares of the Stock that the Plan beneficially owns pursuant to Rule 13d-3 of the Act is 44,600, which constitutes approximately 0.3% of the outstanding shares of the Stock. AEH Because of his respective positions (i) as the sole general partner of Valarian, (ii) as the President and controlling stockholder of Hallco and (iii) as the sole trustee and beneficiary of the Plan, AEH may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of 1,037,208 shares of the Stock, which constitutes approximately 6.1% of the 17,012,936 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. To the best of the knowledge of each of the Reporting Persons, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock other than as set forth above. (b) Valarian Acting through AEH, its sole general partner, Valarian has the sole power to vote or to direct the vote or to dispose or to direct the disposition of 894,100 shares of the Stock. Hallco Acting through AEH, its President and controlling stockholder, and assuming conversion of 1,757.087 shares of the Issuer's Series E Cumulative Convertible Preferred Stock into 48,808 shares of the Stock, Hallco has the sole power to vote or to direct the vote or to dispose or to direct the disposition of 98,508 shares of the Stock. Plan Acting through AEH, its sole trustee, the Plan has the sole power to vote or to direct the vote or to dispose or to direct the disposition of 44,600 shares of the Stock. AEH In his respective capacities (i) as the sole general partner of Valarian, (ii) as the President and controlling stockholder of Hallco (and assuming conversion of 1,757.087 shares of the Issuer's 9 10 Series E Cumulative Convertible Preferred Stock into 48,808 shares of the Stock) and (iii) as the sole trustee and beneficiary of the Plan, AEH has the sole power to vote or to direct the vote or to dispose or to direct the disposition of 1,037,208 shares of the Stock in the aggregate. (c) During the past sixty (60) days, the Reporting Persons have purchased shares of the Stock on the American Stock Exchange, as follows:
NUMBER OF REPORTING PERSON DATE SHARES PURCHASED PRICE PER SHARE Hallco 09/22/99 25,000 $ 18.19 Valarian 09/24/99 50,000 17.54 Valarian 09/28/99 17,700 16.53 Valarian 10/01/99 1,000 17.14 Valarian 10/05/99 4,000 17.14 Valarian 10/07/99 2,300 16.76 Valarian 10/11/99 32,300 16.54 Valarian 10/11/99 7,700 16.53 Valarian 10/11/99 17,100 16.03 Valarian 10/12/99 200,000 16.17 Valarian 10/12/99 5,000 16.51 Valarian 10/12/99 1,000 16.18 Valarian 10/18/99 3,500 16.05 Valarian 10/20/99 800 16.05 Valarian 10/21/99 7,100 16.05 Valarian 10/22/99 394,600 16.05
10 11 Except as set forth in this Schedule 13D, to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in the Stock during the past 60 days. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock owned by such Reporting Person. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as set forth herein or in the Exhibits filed or to be filed herewith, there are no contracts, arrangements, understandings or relationships with respect to the shares of the Stock owned by the Reporting Persons. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii). 11 12 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: November 1, 1999 VALARIAN ASSOCIATES By: /s/ Arthur E. Hall ------------------------------------------ Arthur E. Hall, General Partner HALLCO, INC. By: /s/ Arthur E. Hall ------------------------------------------ Arthur E. Hall, President /s/ Arthur E. Hall ---------------------------------------------- Arthur E. Hall, Trustee of the A. E. HALL & CO. MONEY PURCHASE PLAN /s/ Arthur E. Hall ---------------------------------------------- ARTHUR E. HALL 12 13 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
EX-99.1 2 AGREEMENT 1 EXHIBIT 99.1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. VALARIAN ASSOCIATES By: /s/ Arthur E. Hall ------------------------------------------ Arthur E. Hall, General Partner HALLCO, INC. By: /s/ Arthur E. Hall ------------------------------------------ Arthur E. Hall, President /s/ Arthur E. Hall ---------------------------------------------- Arthur E. Hall, Trustee of the A. E. HALL & CO. MONEY PURCHASE PLAN /s/ Arthur E. Hall ---------------------------------------------- ARTHUR E. HALL -----END PRIVACY-ENHANCED MESSAGE-----