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Filed Pursuant to Rule 424(b)(3)
Reg. No. 33-84064
P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated September 28, 1994)
PLAINS
RESOURCES INC.
6,920,866 SHARES
COMMON STOCK
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The following information supplements the information set forth in the
Prospectus dated September 28, 1994 of Plains Resources Inc. (the "Company")
and should be read in conjunction therewith.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 29, 1996.
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SELLING STOCKHOLDERS
The following table sets forth the beneficial ownership of the
Company's Common Stock held by the Selling Stockholders as of July 29, 1996,
and upon completion of this offering.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
AS OF JULY 29, 1996 AFTER OFFERING
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NUMBER PERCENTAGE SHARES TO NUMBER PERCENTAGE
NAME OF SHARES OF CLASS BE SOLD OF SHARES OF CLASS
---- --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Arbco Associates L.P. (1) 620,913 3.8% 362,813 258,100 1.6%
Offense Group Associates L.P. (1) 688,958 4.2% 226,758 462,200 2.8%
Kayne, Anderson Nontraditional 520,310 3.2% 272,110 248,200 1.5%
Investments L.P. (1)
Opportunity Associates L.P. (1) 118,901 (2) 45,351 73,550 (2)
Topa Insurance Company (1) 181,406 1.1% 181,406 0 0
Foremost Insurance Company (1) 362,813 2.2% 362,813 0 0
Evanston Insurance Company (1) 163,266 1.0% 163,266 0 0
Loral Systems Group 141,406 (2) 141,406 0 0
Eos Partners, L.P. 118,700 (2) 80,000 38,700 (2)
Merrill Lynch Special Value Fund Inc. 308,391 1.9% 308,391 0 0
Merrill Lynch Global Allocation Fund Inc. 235,828 1.4% 235,828 0 0
Metropolitan Separate Account EN (3) 1,007,713 6.2% 362,813 644,900 4.0%
Irwin E. Garfield 72,562 (2) 72,562 0 0
William M. Hitchcock (4) 403,734 2.5% 39,909 363,825 2.2%
Symonds Trust Co. Ltd. (5) 21,180 (2) 18,140 3,040 (2)
Greg L. Armstrong (6) 211,730 1.3% 5,442 206,288 1.3%
Michael DeBlasio 18,140 (2) 18,140 0 0
Michael Targoff 61,600 (2) 36,281 25,319 (2)
</TABLE>
(1) Managed by Kayne, Anderson Investment Management, Inc. ("Kayne Anderson").
On Form 4 dated July 1, 1996, Kayne Anderson reported indirect beneficial
ownership of 2,658,067 shares, which is 16.3% of the current outstanding
shares of Common Stock. Robert V. Sinnott, Senior Vice President of
Kayne Anderson, is a director of the Company.
(2) Less than 1%
(3) Managed by State Street Research & Management Company ("State Street").
State Street reports that, as of June 30,1996, its clients owned a total of
1,689,613 shares, which is 10.4% of the current outstanding shares of Common
Stock. State Street disclaims beneficial ownership of such shares.
(4) Mr. Hitchcock is a director of the Company. Beneficial ownership includes
options to purchase 75,000 shares.
(5) J. Taft Symonds, Chairman of the Board of Symonds Trust Co. Ltd, is a
director of the Company. Beneficial ownership includes option to purchase
10,000 shares.
(6) Mr. Armstrong is President & Chief Executive Officer and a director of the
Company. Beneficial ownership includes options to purchase 189,250 shares.
