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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
PLAINS RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
726540503
- --------------------------------------------------------------------------------
(CUSIP Number)
DAVID J. SHLADOVSKY, C/O KAIM NON-TRADITIONAL, L.P.
1800 AVENUE OF THE STARS, SECOND FLOOR, LOS ANGELES, CA 90067
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
07/30/98
- --------------------------------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting 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.)
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).
(Page 1 of 8)
<PAGE> 2
SCHEDULE 13D
- -------------------- ---------------------
CUSIP No. 726540503 Page 2 of 8 Pages
- -------------------- ---------------------
(1) NAMES of Reporting Persons
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(A) KAIM NON-TRADITIONAL L.P. - 95-4486379
(B) RICHARD A. KAYNE - ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
(A) IS A CALIFORNIA LIMITED PARTNERSHIP
(B) IS A U.S. CITIZEN
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(7) SOLE VOTING POWER
NUMBER OF (A) 0 (B) 113,610
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY (A) 4,515,046 (B) 4,515,046
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH (A) 0 (B) 113,610
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
(A) 4,515,046 (B) 4,515,046
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(A) 4,515,046
(B) 4,628,656
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(A) 24.63%
(B) 25.25%
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(14) TYPE OF REPORTING PERSON*
(A) IA
(B) IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 8
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUE:
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also be
furnished with respect to persons who, together with any of the
persons named in Item 2, comprise a group within the meaning of
Section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or
to direct the disposition. Provide the applicable information required
by Item 2 with respect to each person with whom the power to vote or
to direct the vote or to dispose or direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing on Schedule 13D (Section 240.13d-191), whichever is less, by
the persons named in response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c)
shall include,but not necessarily be limited to: (1) the identity of
the person covered by Item 5(c) who effected the transaction; (2) the
date of the transaction; (3) the amount of securities involved; (4)
the price per share or unit; and (5) where and how the transaction was
effected.
(d) If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities.
Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1) and the
note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming the
persons with whom such contracts, arrangements, understandings or relationships
have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities
except that disclosure of standard default and similar provisions contained in
loan agreements need not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Rule
13d-1(f) (Section 240.13d-1(f) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to (1) the borrowing
of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business or
corporate structure or any other matter as disclosed in Item 4; and(3) the
transfer or voting of the securities, finders' fees, joint ventures, options,
puts, calls, guarantees of loans, guarantees against loss or of profit, or the
giving or withholding of any proxy as disclosed in Item 6.
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.
- ---------------------------------- ----------------------------------
Date Signature
SEE ATTACHED
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Name/Title
PAGE 3 OF 8
<PAGE> 4
United States
Securities and Exchange Commission
SCHEDULE 13D
AMENDMENT NO. 4
****************************
ITEM 1. SECURITY AND ISSUER
Common Stock, with $0.01 Par Value.
Plains Resources, Inc.
1600 Smith Street, Suite 1500
Houston, TX 77002-7346
ITEM 2. IDENTITY AND BACKGROUND
a. KAYNE ANDERSON INVESTMENT MANAGEMENT, INC.
Kayne Anderson Investment Management, Inc. (KAIM, Inc.), a Nevada
corporation, serves as general partner of KAIM Non-Traditional, L.P.
(KAIM N-T, LP), a California limited partnership. KAIM N-T, LP is an
investment adviser registered under the Investment Advisers Act. It
serves as general partner of and investment adviser to five investment
funds named Arbco Associates, L.P., Kayne Anderson Energy Fund, L.P.,
Kayne, Anderson Non-Traditional Investments, L.P., Offense Group
Associates, L.P. and Opportunity Associates, L.P., each a California
limited partnership. KAIM N-T, LP also serves as investment adviser to
other clients, including Kayne, Anderson Offshore Limited, a British
Virgin Islands corporation. The principal business address of KAIM,
Inc., KAIM N-T, LP and the five investment limited partnerships is 1800
Avenue of the Stars, 2nd Floor, Los Angeles, California 90067.
During the past five years, none of KAIM, Inc., KAIM N-T, LP, or the
five investment limited partnerships has been convicted in a criminal
proceeding nor has any of them been a party to a civil proceeding of a
judicial or administrative body or the subject of any judgments,
decrees or final orders from the regulatory bodies.
b. RICHARD A. KAYNE
Mr. Kayne, a U.S. citizen, is President, Chief Executive Officer and
Director of KAIM, Inc. He also serves as Manager of Kayne Anderson
Investment Management, LLC, a California limited liability company
(KAIM, LLC), and President and Director of KA Associates, Inc., a
Nevada corporation (KA). KAIM, LLC is a registered investment adviser.
KA is a registered broker/dealer and registered investment adviser. The
principal business address of KAIM, LLC and KA is 1800 Avenue of the
Stars, 2nd Floor, Los Angeles, CA 90067.
Mr. Kayne is the controlling shareholder of KAIM, Inc., KAIM, LLC
and KA.
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During the past five years, none of Mr. Kayne, KAIM, LLC, or KA has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), nor has any of them been a party to a civil
proceeding of a judicial or administrative body or the subject of any
judgments, decrees or final orders from the regulatory bodies.
c. The following persons (in addition to Mr. Kayne) are officers and/or
directors of one or more of KAIM, Inc. and KAIM, LLC. Each such person
is a U.S. citizen whose address is 1800 Avenue of the Stars, 2nd Floor,
Los Angeles, California 90067. During the past five years, none of such
persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any of them been a party
to a civil proceeding of a judicial or administrative body or the
subject of any judgments, decrees or final orders from the regulatory
bodies.
JOHN E. ANDERSON. Chairman of Topa Equities, Ltd., a diversified
investment company located at 1800 Avenue of the Stars, Suite 1400, Los
Angeles, California 90067. Mr. Anderson is also Director of KAIM, Inc.
and KA.
WILLIAM T. MILLER. Chief Financial Officer of KAIM, Inc. and KA.
ALLAN M. RUDNICK. Manager of KAIM, LLC.
HOWARD M. ZELIKOW. Vice President and Director of KAIM, Inc.
ROBERT V. SINNOTT. Vice President of KAIM, Inc.
JERRY R. WELCH. Vice President of KAIM, Inc.
DAVID J. SHLADOVSKY. General Counsel and Secretary of KAIM, Inc.
and KA.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Investment partnership funds were derived by a combination of cash contributions
to the partnerships by the limited partners and, additionally, from the use of
margin by certain of the partnerships.
ITEM 4. PURPOSE OF TRANSACTION
The shares of the issuer were purchased for investment purposes. Richard A.
Kayne, KAIM N-T and KAIM, LLC, on behalf of themselves and their managed
accounts, will consider making further sales or purchases of the shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. KAIM N-T, LP and Richard A. Kayne report beneficial ownership of 4,515,046
and 4,628,656 shares, representing 24.63% and 25.25% of the shares outstanding,
respectively, which include 66,667 shares which may be acquired within 60 days
upon exercise of warrants and 1,433,328 shares which may be acquired within 60
days upon conversion of preferred stock.
b. KAIM N-T, LP has shared voting and dispositive power (with Richard A. Kayne)
over its 4,515,046 shares. Richard A. Kayne has sole voting and dispositive
power over 113,610 shares and shared voting and dispositive power (with KAIM
N-T, LP or KAIM, LLC) over 4,515,046 shares, together representing 25.25% of the
outstanding shares of the common stock of the issuer, which include 66,667
shares which may be acquired within 60 days upon exercise of warrants and
1,433,328 shares which may be acquired at any time upon conversion of preferred
stock.
The shares over which Mr. Kayne has sole voting and dispositive power are held
by him directly or by accounts for which he serves as trustee or custodian. The
shares over which Mr. Kayne and KAIM N-T, LP have shared voting and dispositive
power are held by accounts for which KAIM N-T, LP serves as investment adviser
(and, in some cases, as general partner). The shares over which Mr. Kayne and
KAIM, LLC have shared voting and dispositive power are held by accounts for
which KAIM, LLC serves as investment adviser.
5 of 8
<PAGE> 6
KAIM N-T, LP disclaims beneficial ownership of the shares reported,
except those shares attributable to it by virtue of its general partner
interests in certain limited partnerships holding such shares. Mr. Kayne
disclaims beneficial ownership of the shares reported, except those shares held
by him or attributable to him by virtue of his limited partner interests in such
limited partnerships and by virtue of his indirect interest in the interest of
KAIM N-T, LP in such limited partnerships.
c. All transactions for the reporting parties were effected by KAIM N-T, LP or
KAIM, LLC through KA, as broker. Purchases of the shares were made as follows:
<TABLE>
<CAPTION>
Preferred Common Stock Preferred
Stock Equivalent Stock
Date Type # of shares # of shares Price Where/how transaction effected
-------- ---- ----------- ------------ --------- ------------------------------
<S> <C> <C> <C> <C> <C>
07/30/98 Buy 51,600 1,433,328 $500 Directly from Issuer
</TABLE>
d. Not applicable
e. Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable
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.
August 6, 1998
- -------------------------------------------
Date
/s/ RICHARD A. KAYNE
- -------------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
-------------------------------------
David J. Shladovsky, Secretary
6 of 8
<PAGE> 7
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 (the "Act") by and between 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 state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
/s/ RICHARD A. KAYNE
- --------------------------------------------
Richard A. Kayne
/s/ DAVID J. SHLADOVSKY
- --------------------------------------------
KAIM Non-Traditional, L.P., by
David J. Shladovsky, Secretary of
Kayne Anderson Investment Management, Inc.,
general partner
7 of 8
<PAGE> 8
EXHIBIT TO SCHEDULE 13D, AMENDMENT NO. 4 OF FILING CONCERNING
PLAINS RESOURCES, INC.
<TABLE>
<CAPTION>
Filing Parties Shares
- -------------- ---------
<S> <C>
KAIM Non-Traditional, L.P.
- Managed Investment Limited Partnerships 3,472,235
- Other Managed Accounts 982,111
Richard A. Kayne
- Direct ownership 113,610
- Kayne Anderson Investment Management, LLC
managed accounts 60,700
---------
Total 4,628,656
</TABLE>
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