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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
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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!
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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!
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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>
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
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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.
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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
--------------------------
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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
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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
<PAGE>
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
<PAGE>
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.
