<PAGE>
As filed with the Securities and Exchange Commission on October 21, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------
PLAINS RESOURCES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-2898764
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
500 DALLAS, SUITE 700
HOUSTON, TEXAS 77002
(713) 654-1414
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
MICHAEL R. PATTERSON
VICE PRESIDENT AND GENERAL COUNSEL
PLAINS RESOURCES INC.
500 DALLAS, SUITE 700
HOUSTON, TEXAS 77002
(713) 654-1414
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copy to:
JOHN A. WATSON
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X].
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statements for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) (1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, par value $.10 per share 6,950,000 shares $ 17.35 $120,582,500 $35,572
===================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee and based upon the average of the high and low per shares
sales prices of Common Stock as reported by the American Stock Exchange on October 15, 1998, which was $17.35.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER
BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
==================================================================================================================================
</TABLE>
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 21, 1998
PROSPECTUS
[LOGO OF PLAINS RESOURCES APPEARS HERE]
COMMON STOCK
6,950,000 SHARES
--------------
This prospectus relates to the offer and sale of up to 6,950,000 shares of
Plains Resources Inc. common stock by some of our stockholders. Such shares of
common stock are not currently outstanding, but may be issued in the future upon
conversion of our Series E preferred stock by the selling stockholders.We will
not receive any proceeds from the sale.
Our common stock is traded on the American Stock Exchange under the symbol
"PLX." The closing price on October 15, 1998, as reflected on the American Stock
Exchange was $17.35 per share.
---------------
FOR INFORMATION CONCERNING CERTAIN RISKS RELATING TO AN INVESTMENT IN PLAINS
RESOURCES INC. COMMON STOCK SEE "RISK FACTORS" BEGINNING ON PAGE 3.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE, AND WE MAY CHANGE IT. OUR
STOCKHOLDERS MAY NOT SELL THESE SHARES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SHARES. IT IS NOT SOLICITING AN OFFER TO BUY THESE SHARES
IN ANY STATE WHERE THEY DO NOT PERMIT THE OFFER OR SALE.
__, 1998
<PAGE>
TABLE OF CONTENTS
ABOUT PLAINS RESOURCES INC.................................................... 2
RISK FACTORS.................................................................. 3
SELLING STOCKHOLDERS.......................................................... 6
PLAN OF DISTRIBUTION.......................................................... 8
WHERE YOU CAN FIND MORE INFORMATION........................................... 9
LEGAL MATTERS.................................................................10
EXPERTS.......................................................................10
RESERVE ENGINEERS.............................................................10
ABOUT PLAINS RESOURCES INC.
Plains Resources Inc. is an independent energy company.
Our upstream business consists of acquiring, exploiting and developing,
exploring for and producing crude oil and natural gas. We focus our upstream
activities in the Los Angeles Basin and the Arroyo Grande Field in California,
the Sunniland Trend in southern Florida and the Illinois Basin in southern
Illinois. We consider these to be the three core areas of our upstream business.
Our midstream business consists of transporting crude oil by pipeline and
crude oil terminalling, storage, gathering and marketing. Our midstream
activities are concentrated in California, Texas, Oklahoma, Louisiana and the
Gulf of Mexico. Our major midstream assets consist of the:
. All American Pipeline, a crude oil pipeline extending from California
to West Texas,
. San Joaquin Valley Gathering System, a 45 mile gathering system in
California, and
. Cushing Terminal, a 2 million barrel crude oil terminalling and
storage facility in Oklahoma.
The address of the principal executive offices of Plains Resources Inc. is
500 Dallas Street, Suite 700, Houston, Texas 77002. Its telephone number is
(713) 654-1414.
PROPOSED PUBLIC OFFERING OF LIMITED PARTNERSHIP UNITS
On September 23, 1998, Plains All American Pipeline, L.P. filed a
registration statement on Form S-1. Plains All American Pipeline, L.P. is one of
our wholly-owned subsidiaries. The Registration Statement relates to the
proposed sale by Plains All American Pipeline, L.P. of limited partnership
interests. We formed Plains All American Pipeline, L.P. to acquire, own and
operate our midstream crude oil business and assets.
Approximately 12,800,000 Common Units (representing an aggregate ownership
of 42.6% in Plains All American Pipeline, L.P.) will be included in the proposed
offering (excluding approximately 1,900,000 Common Units subject to the
underwriters' over-allotment option). When the offering is completed, we will
continue to own a 57.4% aggregate interest in Plains All American Pipeline, L.P.
(or 51% if the underwriters' over-allotment option is exercised). We intend to
use the proceeds of the offering to repay indebtedness and for general corporate
purposes.
You may obtain a copy of Plains All American Pipeline, L.P.'s registration
statement from the SEC or from us in the manner described under "Where You Can
Find More Information" beginning on Page 9 of this prospectus.
2
<PAGE>
RISK FACTORS
You should carefully consider the following risk factors, together with
other information contained or incorporated by reference in this prospectus, in
evaluating whether to invest in our shares.
RISKS WE FACE IN OUR BUSINESS
Market Conditions and Volatility of Oil and Natural Gas Prices
The revenues generated by our upstream and midstream operations depend on
crude oil and natural gas prices and demand. Prices for crude oil and natural
gas have fluctuated widely and are likely to continue to do so. Oil and natural
gas prices depend on many factors beyond our control. These factors include
seasonality, the condition of the United States economy (particularly the
manufacturing sector), foreign imports, political conditions in other oil-
producing and natural gas-producing countries, the actions of the Organization
of Petroleum Exporting Countries and domestic government regulation, legislation
and policies. In our upstream business, decreases in the prices of oil and
natural gas have sometimes adversely affected the carrying value of our proved
reserves and our revenues, profitability and cash flow.
We use certain risk management techniques to reduce the effects of such
price volatility. These price risk management techniques cannot, however,
eliminate all price risks. They may also expose us to the risk of financial loss
in certain circumstances, including instances where production is less than
expected, our customers fail to purchase or deliver the contracted quantities of
crude oil, or a sudden, unexpected event materially impacts oil or natural gas
prices. These techniques may also restrict our ability to benefit from
unexpected increases in oil and natural gas prices.
Effects of Leverage
As of June 30, 1998, our total long-term debt and stockholders' equity were
$342 million and $137 million, respectively. On a pro forma basis for our
acquisition of the All American Pipeline and San Joaquin Gathering System which
closed in July 1998, as of June 30, 1998, our total long-term debt and
stockholders' equity were $642 million and $137 million, respectively. In
addition, we may incur additional indebtedness under our credit facilities. Our
level of indebtedness will have several important effects on our future
operations. A substantial portion of our cash flow from operations must be
dedicated to the payment of interest on our indebtedness and will not be
available for other purposes. We are required by covenants contained in our debt
obligations to meet certain financial tests. Our ability to borrow additional
funds or to dispose of assets is also limited by these covenants. These
covenants may affect our flexibility in planning for, and reacting to, changes
in our business, including possible acquisition activities. They may also impair
our ability to obtain additional financing in the future for working capital,
capital expenditures, acquisitions, general corporate purposes or other
purposes. Moreover, future acquisition and exploitation activities may require
us to issue additional securities, which could dilute the ownership of Plains
Resources Inc. by existing stockholders.
Our ability to meet our debt service obligations and to reduce our total
indebtedness will depend on our future performance, which is subject to many
factors beyond our control. We cannot assure you that our business will continue
to generate cash flow at or above current levels. If we are unable to generate
sufficient cash flow from operations in the future to service our debt, we may
be required to refinance all or a portion of our existing debt or to obtain
additional financing. We cannot assure you that any refinancing would be
possible or that any additional financing could be obtained.
Government Regulation
We must comply with many federal, state and local laws and regulations
relating to the development, production, marketing, pricing, transportation and
storage of crude oil and natural gas. We must also comply with extensive and
changing environmental and safety laws and regulations governing plugging and
abandonment, the discharge of materials into the environment and other
environmental protections. Some of our properties are located in environmentally
sensitive areas that require special permits to conduct our operations. We
cannot assure you that present or future regulation will not adversely affect
our operations.
3
<PAGE>
Competition
The oil and natural gas industry is highly competitive. We compete with
other companies for the acquisition, exploration, exploitation and development
of oil and natural gas properties. We also compete for capital to finance these
activities. Our competitors include companies that have more financial and
personnel resources than we do. Our ability to acquire additional properties and
to discover reserves in the future will depend on our ability to evaluate and
select suitable properties and to do business in a very competitive environment.
Our All American Pipeline competes with foreign oil imports and other
pipelines that serve the California market and the refining centers in the
Midwest and on the Gulf Coast. A new pipeline connecting the San Joaquin Valley
to refinery markets in the Los Angeles basin area is currently under
construction by a third party. The new pipeline is expected to be completed in
1999. We expect that some of the crude oil currently transported east on the All
American Pipeline may be redirected to Los Angeles on such pipeline.
We also face intense competition in our terminalling and storage activities
and our gathering and marketing activities. Our competitors include other crude
oil pipelines, the major integrated oil companies, their marketing affiliates
and independent gatherers, brokers and marketers of widely varying sizes,
financial resources and experience. Some of these competitors have capital
resources many times greater than ours and control substantially greater
supplies of crude oil.
Operating Hazards and Uninsured Risks
We are subject to all of the normal risks of our industry. These include
blowouts, cratering, oil spills, pipeline leaks and fires. These events could
result in personal injuries and damage to our oil and natural gas wells,
production facilities, pipelines, storage facilities and other property. The
relatively deep drilling we conduct from time to time involves increased
drilling risks of high pressures and mechanical difficulties, including stuck
pipe, collapsed casing and separated cable.
Our operations in California include transporting crude oil by pipelines
within the city of Los Angeles. These operations are especially susceptible to
damage from earthquakes and involve increased risks of personal injury, property
damage and marketing interruptions because of the population density of the
area.
Although we maintain insurance coverage considered to be customary in the
industry, we are not fully insured against some of these risks, including, in
some cases, earthquake risk in California, either because the insurance is not
available or because of high premium costs. A significant loss that is not fully
covered by insurance could have a material adverse effect on our financial
position.
PARTICULAR RISKS IN OUR UPSTREAM BUSINESS
Business Risks
We must continually replace the oil and natural gas reserves that we
produce or sell. Without successful drilling, acquisition or exploitation
operations, our oil and natural gas reserves and revenues will decline.
Drilling activities are subject to many risks, including the risk that no
commercially viable oil or natural gas production will be obtained. The cost of
drilling, completing and operating wells is often uncertain. Drilling may be
curtailed, delayed or canceled as a result of many factors, including title
problems, weather conditions, compliance with government permitting
requirements, shortages of or delays in obtaining equipment, reductions in
product prices or limitations in the market for products.
Our decision to purchase, explore, exploit or develop an interest or
property will depend in part on our evaluation of data we obtain through
geophysical and geological analyses and engineering studies. The results of
these analyses and studies are often inconclusive or subject to varying
interpretations.
The availability of a ready market for our oil and natural gas production
also depends on a many factors. These include the demand for and supply of oil
and natural gas and the proximity of our wells to pipelines or trucking and
terminal facilities.
4
<PAGE>
Substantially all of our California crude oil and natural gas production
and Illinois Basin crude oil production are transported by pipelines owned by
third parties. The inability or unwillingness of these pipelines to provide
transportation services to us for a reasonable fee could cause us to seek
transportation alternatives. The alternatives could increase our transportation
costs or involuntarily curtail a significant portion of our crude oil and
natural gas production.
Uncertainties in Estimating Reserves and Future Net Cash Flows
There are many uncertainties in estimating quantities and values of proved
reserves and in projecting future rates of production and the timing of
development expenditures. Many of these factors are beyond our control. Reserve
engineering is a subjective process of estimating the recovery from underground
accumulations of crude oil and natural gas that cannot be measured in an exact
manner. The accuracy of any reserve estimate depends on the quality of available
data and on engineering and geological interpretation and judgment. All reserve
estimates are to some degree speculative. The quantities of crude oil and
natural gas that we ultimately recover, our future production and operating
costs, the amount and timing of our future development expenditures and future
crude oil and natural gas sales prices may all differ from those assumed in the
estimation process.
Different reserve engineers may make different estimates of reserve
quantities and cash flows based upon the same available data. The Present Value
of Proved Reserves and Standardized Measure incorporated by reference in this
prospectus represent estimates only. You should not assume that these represent
the current market value of our estimated oil and natural gas reserves.
The information we have incorporated by reference includes revisions of
certain reserve estimates for proved properties included in the preceding year's
estimates. Those revisions reflect additional information from subsequent
activities, production history of the properties involved and any adjustments in
the projected economic life of the properties resulting from changes in product
prices. Any downward revisions could adversely affect our financial condition,
the borrowing base under our revolving credit facility, our future prospects and
the market value of our securities.
PARTICULAR RISKS IN OUR MIDSTREAM BUSINESS
Dependence of Pipeline Upon Crude Oil Supply
Our All American Pipeline depends on an adequate supply of crude oil from
fields located offshore and onshore California. Production from the Santa Ynez
and Point Arguello fields located offshore California represents a significant
portion of our midstream gross margin, which is the amount by which our revenues
exceed our costs of sales and operations. Volumes received from these two fields
have declined from a daily average of 152,000 barrels in 1995 to a daily average
of 97,000 barrels for the first six months of 1998. We expect that there will
continue to be natural declines in production from each of these fields. To
offset this, we must obtain additional supply from increased production from
California producers, pursue an aggressive lease gathering program in the San
Joaquin Valley and make additional connections with other California crude oil
pipelines. We cannot assure you that production of crude oil in California,
volumes gathered or connections with other pipelines will increase enough to
cause a material increase in usage rates on our pipelines.
Our profitability from our gathering and marketing activities depends
largely on the volumes of crude oil we purchase in bulk at major pipeline
terminal points and the volumes we gather at the wellhead. To maintain our
volumes of crude oil purchased, we must continually contract for new supplies of
crude oil in amounts sufficient to offset transportation volumes that we lose
because of natural declines in crude oil production from depleting wells or
volumes lost to competitors.
Replacement of lost volumes of crude oil is particularly difficult when
production is low and competition to gather available production is intense.
Generally, because producers experience inconveniences in switching crude oil
purchasers (such as delays in receipt of proceeds while awaiting the preparation
of new division orders), producers typically do not change purchasers on the
basis of minor variations in price. We may experience difficulty in acquiring
crude oil at the wellhead in areas where there are existing relationships
between producers and other gatherers and purchasers of crude oil.
Sustained low crude oil prices could lead to a decline in drilling activity
and production levels or the shutting-in or abandonment of marginal wells. If
production levels decline, then we may experience lower margins as competition
for available crude oil intensifies. In addition, a sustained depression in
crude oil prices
5
<PAGE>
could result in the bankruptcy of certain producers. Although bankruptcy
proceedings are not likely to terminate production from oil wells, they may
disrupt purchasing arrangements and have other adverse consequences. On the
other hand, sustained high crude oil prices can limit our volume of crude oil
purchases if sufficient credit support for our activities is unavailable.
Reduced Demand Could Affect Shipments on the All American Pipeline
Our midstream business depends in part on demand for crude oil (in
particular, California crude oil) in the geographic areas served by the All
American Pipeline. It also depends on the ability and willingness of shippers to
use the All American Pipeline to satisfy that demand. Demand for crude oil could
be reduced by future adverse economic conditions, fuel conservation measures,
alternative fuel requirements, governmental regulation or technological advances
in fuel economy and energy generation devices.
SELLING STOCKHOLDERS
The selling stockholders are the holders of the our Series E preferred
stock. The selling stockholders include transferees, donees, pledgees or other
successors selling shares received from a selling stockholder named below after
the date of this prospectus. The selling stockholders bought 170,000 shares of
our preferred stock in July 1998. They acquired another 2,824 shares of our
preferred stock on October 1, 1998, because we chose to pay dividends in
additional shares of our preferred stock rather than cash. The selling
stockholders may acquire more shares of our Series E preferred stock if we
choose to pay future dividends as additional shares of preferred stock.
The selling stockholders may acquire the common stock offered by this
prospectus if they convert their preferred stock into common stock. As of
October 1, 1998, they have the right to convert each share of the preferred
stock into 27.78 shares of our common stock. As of October 1, 1998, if the
selling stockholders converted all of their preferred stock into common stock,
they would own approximately 4,801,000 shares of our common stock which
represents 22% of our common stock currently outstanding. Any additional shares
of preferred stock they receive as dividends may also be converted into common
stock.
The selling stockholders may also acquire the common stock offered by this
prospectus if we exchange shares of our common stock for the preferred stock. We
have the right to do so under certain circumstances.
We have the option to redeem the preferred stock after March 31, 1999. The
redemption price is initially 110% of the stated value of $500 per share. That
percentage declines over time. On July 30, 2012, we must redeem each outstanding
share of Series E preferred stock for $500 per share.
The following table sets forth the name of each selling stockholder, the
number of shares of common stock beneficially owned by each selling stockholder
as of October 1, 1998, and the number of shares of common stock which may be
offered by each selling stockholder pursuant to this prospectus. For purposes
of estimating the number of shares of common stock to be offered in this
prospectus, we have assumed that the selling stockholders could receive stock
dividends after October 1, 1998, of up to 77,376 shares of Series E preferred
stock which would be convertible into 2,149,000 shares of common stock.
However, since we are unable to predict whether any stock dividends of Series E
preferred stock will be distributed in the future, we are unable to predict the
number of shares of common stock which will be beneficially owned by each
selling stockholder from time to time during the offering under this prospectus.
Any and all of the shares listed below may be offered for sale by a selling
stockholder from time to time and therefore we are unable to estimate the number
of shares that will be beneficially owned by each selling stockholder upon
termination of this offering. The table also sets forth information regarding
any position, office or any other material relationship which any selling
stockholder had with us within the past three years.
<TABLE>
<CAPTION>
SHARES TO BE OFFICE, POSITION OR
SHARES OWNED OFFERED PURSUANT RELATIONSHIP WITH
NAME OF SELLING STOCKHOLDER AS OF 10/1/98 TO THIS PROSPECTUS PLAINS RESOURCES
- --------------------------- -------------- ------------------ ----------------
<S> <C> <C> <C>
EnCap Energy Capital Fund III , L.P. 599,801 868,341
- --------------------------------------------------------------------------------------------------------------------------
EnCap Energy Capital Fund III-B, L.P. 453,607 656,693
- -------------------------------------------------------------------------------------------------------------------------
Energy Capital Investment Company PLC 211,794 306,618
- -------------------------------------------------------------------------------------------------------------------------
BOCP Energy Partners, L.P. 146,759 212,466
- -------------------------------------------------------------------------------------------------------------------------
Table continued on next page
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SHARES TO BE OFFICE, POSITION OR
SHARES OWNED OFFERED PURSUANT RELATIONSHIP WITH
NAME OF SELLING STOCKHOLDER AS OF 10/1/98 TO THIS PROSPECTUS PLAINS RESOURCES
- --------------------------- -------------- ------------------ ----------------
<S> <C> <C> <C>
Arbco Associates, L.P. 734,502 134,912 (1)
- -------------------------------------------------------------------------------------------------------------------------
Kayne Anderson Non-Traditional Investments, L.P. 705,128 122,647 (1)
- -------------------------------------------------------------------------------------------------------------------------
Offense Group Associates, L.P. 862,976 122,647 (1)
- -------------------------------------------------------------------------------------------------------------------------
Opportunity Associates, L.P. 270,403 57,235 (1)
- -------------------------------------------------------------------------------------------------------------------------
Kayne Anderson Offshore Limited 64,191 32,706 (1)
- -------------------------------------------------------------------------------------------------------------------------
Glacier Water Services, Inc. 84,718 122,647 (1)
- -------------------------------------------------------------------------------------------------------------------------
North Pointe 56,478 81,765 (1)
- -------------------------------------------------------------------------------------------------------------------------
Queensway International Indemnity Group 28,239 40,882 (1)
- -------------------------------------------------------------------------------------------------------------------------
Kayne Anderson Energy Fund, L.P. 919,187 1,330,721 (1)
- -------------------------------------------------------------------------------------------------------------------------
Richard Kayne 65,714 87,897 (1)
- -------------------------------------------------------------------------------------------------------------------------
John Anderson 56,478 81,765 (1)
- -------------------------------------------------------------------------------------------------------------------------
Robert Sinnott 67,972 40,882 Director (1)
- -------------------------------------------------------------------------------------------------------------------------
Howard Zelikow 30,739 40,882 (1)
- -------------------------------------------------------------------------------------------------------------------------
Cheri Targoff and Richard Kayne, Trustees 49,535 57,235 (1)
- -------------------------------------------------------------------------------------------------------------------------
Hallco, Inc. 46,595 67,456
- -------------------------------------------------------------------------------------------------------------------------
Ken Iscol 28,239 40,882
- -------------------------------------------------------------------------------------------------------------------------
Daniel O. Conwill, IV 5,648 8,176
- -------------------------------------------------------------------------------------------------------------------------
RH Newman, Trustee 34,884 14,309
- -------------------------------------------------------------------------------------------------------------------------
Gregory S. Reid 5,648 8,176
- -------------------------------------------------------------------------------------------------------------------------
David B. Heller 28,239 40,882
- -------------------------------------------------------------------------------------------------------------------------
Howard Krane Foundation 5,648 8,176
- -------------------------------------------------------------------------------------------------------------------------
RHN Corporation 27,591 32,706
- -------------------------------------------------------------------------------------------------------------------------
David Mattenson P/S Trust 11,296 16,353
- -------------------------------------------------------------------------------------------------------------------------
David & Heather Glickman 5,648 8,176
- -------------------------------------------------------------------------------------------------------------------------
J. Roderick MacArthur Foundation 108,366 130,824
- -------------------------------------------------------------------------------------------------------------------------
CM & RH Newman Charitable Trust 11,296 16,353
- -------------------------------------------------------------------------------------------------------------------------
Auer & Co. 42,091 32,706
- -------------------------------------------------------------------------------------------------------------------------
Intermatic, Inc. 95,366 130,824
- -------------------------------------------------------------------------------------------------------------------------
MRMB Charitable Remainder Trust 16,944 24,529
- -------------------------------------------------------------------------------------------------------------------------
DM Kinney P/S Trust 26,944 24,529
- -------------------------------------------------------------------------------------------------------------------------
Circle of Service Foundation 5,648 8,176
- -------------------------------------------------------------------------------------------------------------------------
Brien M. O'Brien 1,412 2,044
- -------------------------------------------------------------------------------------------------------------------------
Comer Foundation 100,478 81,765
- -------------------------------------------------------------------------------------------------------------------------
Arnold & Ellen Rissman 26,944 24,529
- -------------------------------------------------------------------------------------------------------------------------
Betty A. Schermer, Trustee 47,591 32,706
- -------------------------------------------------------------------------------------------------------------------------
Lloyd G. Schermer, Trustee 32,591 32,706
- -------------------------------------------------------------------------------------------------------------------------
Strome Partners L.P. 536,242 178,574 (2)
- -------------------------------------------------------------------------------------------------------------------------
Strome Susskind Hedgecap Fund, L.P. 374,794 170,439 (2)
- -------------------------------------------------------------------------------------------------------------------------
Strome Offshore Limited 655,416 218,271 (2)
- -------------------------------------------------------------------------------------------------------------------------
Sandpiper & Co. 310,631 449,706
- -------------------------------------------------------------------------------------------------------------------------
Marine Crew & Co. 141,196 204,412
- -------------------------------------------------------------------------------------------------------------------------
Royter & Co. 56,478 81,765
- -------------------------------------------------------------------------------------------------------------------------
Table continued on next page
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
SHARES TO BE OFFICE, POSITION OR
SHARES OWNED OFFERED PURSUANT RELATIONSHIP WITH
NAME OF SELLING STOCKHOLDER AS OF 10/1/98 TO THIS PROSPECTUS PLAINS RESOURCES
- --------------------------- -------------- ------------------ ----------------
<S> <C> <C> <C>
Sawtooth Partners, L.P. 79,070 114,471
- -------------------------------------------------------------------------------------------------------------------------
Sawtooth Offshore Limited 16,944 24,529
- -------------------------------------------------------------------------------------------------------------------------
Polaris Prime Small Cap Value, L.P. 28,239 40,882
- -------------------------------------------------------------------------------------------------------------------------
William M. Hitchcock 470,312 81,765 Director
- -------------------------------------------------------------------------------------------------------------------------
Symonds Trust Co. Ltd. 76,556 16,353 (3)
- -------------------------------------------------------------------------------------------------------------------------
Tom H. Delimitros 42,882 2,044 Director
- -------------------------------------------------------------------------------------------------------------------------
John H. Lollar 40,069 4,088 Director
- -------------------------------------------------------------------------------------------------------------------------
Gary C. Comer 73,278 81,765
- -------------------------------------------------------------------------------------------------------------------------
Grant E. Schermer 28,344 24,529
- -------------------------------------------------------------------------------------------------------------------------
Douglas M. Kinney 22,296 16,353
- -------------------------------------------------------------------------------------------------------------------------
Stephen Hassengeld Trust 16,944 24,529
- -------------------------------------------------------------------------------------------------------------------------
Strome Hedgecap Limited 64,751 29,599 (2)
- -------------------------------------------------------------------------------------------------------------------------
(1) These selling stockholders are affiliates or clients of Kayne Anderson Investment Management Inc. Robert Sinnott is Vice
President of Kayne Anderson. Collectively, such selling stockholders beneficially own 3,996,260 shares of common stock, which is
approximately 21.5% of our common stock. Messrs. Anderson, Sinnott and Zelikow disclaim beneficial ownership of shares owned by
other affiliates and clients of Kayne Anderson.
(2) These selling stockholders are affiliates of Strome Susskind Investment Management L.P. Affiliates of
Strome Susskind beneficially own 1,631,203 shares of common stock, which is approximately 9.4% of our common
stock.
(3) J. Taft Symonds, a Director of Plains Resources, is Chairman of the Board of Symonds Trust Co.
</TABLE>
PLAN OF DISTRIBUTION
We have been advised by the selling stockholders that the shares offered by
this prospectus may be sold from time to time by or for the account of the
selling stockholders pursuant to this prospectus or pursuant to Rule 144 under
the Securities Act of 1933. Sales of shares pursuant to this prospectus may be
made in the over-the-counter market, on the American Stock Exchange or otherwise
at prices and on terms then prevailing or at prices related to the then current
market price (in each case as determined by the selling stockholders). Sales may
be made directly or through agents designated from time to time, or through
dealers or underwriters to be designated or in negotiated transactions.
The shares may be sold by any one or more of the following methods:
. a block trade (which may involve crosses) in which the seller's broker
or dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the
transaction
. purchases by a broker or dealer as principal and resale by the broker
or dealer for their account pursuant to this prospectus
8
<PAGE>
. exchange distributions and/or secondary distributions in accordance
with the rules of the American Stock Exchange
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers
. privately negotiated transactions
. through put or call options transactions
. through short sales
If applicable law requires, we will add a supplement to this prospectus to
disclose the following information about any particular offering:
. the specific shares to be sold
. the names of the selling stockholders
. the purchase prices and public offering prices
. the names of any agent, dealer or underwriter making a sale of the
shares
. any applicable commissions or discounts
The selling stockholders may sell shares directly to other purchasers,
through agents or through broker-dealers. Any selling agents or broker-dealers
may receive compensation in the form of underwriting discounts, concessions or
commissions from the selling stockholders, from purchasers of shares for whom
they act as agents, or from both sources. That compensation may be in excess of
customary commissions.
The selling stockholders and any broker-dealers that participate in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933 in connection with the sales. Any commissions, and
any profit on the resale of shares, received by the selling stockholders and any
such broker-dealers may be deemed to be underwriting discounts and commissions.
We have been advised by each of the selling stockholders that they have not, as
of the date of this prospectus, entered into any arrangement with any agent,
broker or dealer for the sale of the shares.
Pursuant to the agreement relating to the purchase of our Series E
preferred stock by the selling stockholders, we have agreed to indemnify each
selling stockholder and any underwriter of the shares, as well as such
underwriter's officers, partners and directors and each person controlling such
underwriter, against certain liabilities, including liabilities arising under
the Securities Act of 1933. The selling stockholders have agreed to indemnify
us and any underwriter of the shares, as well as such underwriter's officers,
directors, and each person who controls such underwriter, against certain
liabilities, including liabilities arising under the Securities Act of 1933.
We may suspend the use of this prospectus and any supplements hereto in
certain circumstances due to pending corporate developments, public filings with
the Securities Exchange Commission or similar events.
We will pay all costs and expenses incurred by us in connection with the
registration of the sale of shares pursuant to this prospectus. We will not be
responsible for any commissions, underwriting discounts or similar charges on
sales of the shares.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's website at "http://www.sec.gov."
9
<PAGE>
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings (File
No. 0-9808) we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d)of
the Securities Exchange Act of 1934:
. Annual Report on Form 10-K for the fiscal year ended December 31, 1997
. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998
and June 30, 1998
. Current Report on Form 8-K filed August 11, 1998, as amended by Form
8-K/A filed September 23, 1998
. The description of Plains Resources Inc. common stock contained in
our Form 8-A filed February 2, 1990
You may obtain a free copy of these filings by writing or telephoning our
Investor Relations Department at the following address:
500 Dallas Street, Suite 700
Houston, Texas 77002
Telephone (713) 654-1414.
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide information other than that
provided in this prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.
LEGAL MATTERS
Michael R. Patterson, Esq., our general counsel, will issue an opinion for
us about the legality of our common stock. Mr. Patterson beneficially owns
121,504 shares of our common stock.
EXPERTS
The consolidated financial statements of Plains Resources Inc. as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997, incorporated in this prospectus by reference to the Annual
Report on Form 10-K of Plains Resources Inc. for the year ended December 31,
1997 and the consolidated financial statements of Wingfoot Ventures Seven, Inc.
as of December 31, 1997 and 1996 and for each of the three years in the period
ended December 31, 1997, incorporated in this prospectus by reference to the
Form 8-K/A of Plains Resources Inc. filed on September 23, 1998, have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
RESERVE ENGINEERS
We have incorporated by reference in this prospectus and in the
registration statement information about our estimated proved reserves of oil
and natural gas and estimates of future net revenues and present values of our
reserves. Our independent petroleum engineers (Netherland, Sewell & Associates,
Inc., H. J. Gruy and Associates, Inc., Ryder Scott Company, and System
Technology Associates, Inc.) prepared that information. We incorporated that
information by reference in reliance upon their authority as experts in
petroleum engineering.
10
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a statement of estimated expenses incurred by the Company
in connection with the Common Stock being registered hereby, other than
underwriting discounts and commissions.
Securities and Exchange Commission Registration Fee... $ 35,572
American Stock Exchange Listing Fees.................. 17,500
Legal Fees and Expenses............................... 5,000
Accounting Fees and Expenses.......................... 2,000
Miscellaneous......................................... 928
-------
Total................................................ $ 61,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Tenth of the Company's Second Restated Certificate of Incorporation
provides that the Company shall indemnify to the full extent authorized or
permitted by law any person made, or threatened to be made, a party to any
action, suit or proceeding (whether civil, criminal or otherwise) by reason of
fact that he, his testator or intestate, is or was a director or officer of the
Company or by reason of the fact that such director or officer, at the request
of the Company, is or was serving any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, in any capacity. The
rights to indemnification set forth above are not exclusive of any other rights
to which such person may be entitled under any statute, provision of the
Company's Second Restated Certificate of Incorporation or bylaws, agreements,
vote of stockholders or disinterested directors or otherwise.
Additionally, Article VIII of the Company's Bylaws provides for mandatory
indemnification to at least the extent specifically allowed by Section 145 of
the General Corporation Law of the State of Delaware (the "GCL"). The Bylaws
generally follow the language of Section 145 of the GCL, but in addition
specify that any director, officer, employee or agent may apply to any court of
competent jurisdiction in the State of Delaware for indemnification to the
extent otherwise permissible under the Bylaws, notwithstanding any contrary
determination denying indemnification made by the Board, by independent legal
counsel, or by the stockholders, and notwithstanding the absence of any
determination with respect to indemnification. The Bylaws also specify certain
circumstances in which a finding is required that the person seeking
indemnification acted in good faith, for purposes of determining whether
indemnification is available. Under the Bylaws, a person shall be deemed to have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, or, with respect to any criminal
action or proceeding, to have had no reasonable cause to believe his conduct was
unlawful, if his action is based on the records or books of account of the
Company or another enterprise, or on information supplied to him by the officers
of the Company or another enterprise in the course of their duties, or on the
advice of legal counsel for the Company or another enterprise or on information
or records given or reports made to the Company or another enterprise by an
independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the Company or another enterprise.
Pursuant to Section 145 of the GCL, the Company generally has the power to
indemnify its current and former directors, officers, employees and agents
against expenses and liabilities incurred by them in connection with any suit to
which they are, or are threatened to be made, a party by reason of their serving
in such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, they had no reasonable cause
to believe their conduct was unlawful. With respect to suits by or in the right
of the Company, however, indemnification is generally limited to attorneys' fees
and other expenses and is not available if such person is adjudged to be liable
to the Company unless the court determines that indemnification is appropriate.
The statute expressly provides that the power to indemnify authorized thereby is
not exclusive of any rights granted under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. The Company also has the
power to purchase and maintain insurance for such persons.
The above discussion of the Company's Certificate of Incorporation and
Bylaws and Section 145 of the GCL is not intended to be exhaustive and is
qualified in its entirety by each of such documents and such statute.
II-1
<PAGE>
We have entered into an employment agreement containing indemnification
provisions with Mr. Greg L. Armstrong, our President and Chief Executive
Officer. Pursuant to such agreement, we have agreed to indemnify and hold him
harmless to the fullest extent permitted by law, from any loss, damage or
liability incurred in the course of his employment. The amount paid by the
Company is reducible by the amount of insurance paid to or on his behalf with
respect to any event giving rise to indemnification. His right to
indemnification is to survive his death or termination of employment and the
termination of his employment agreement. The Board has also authorized
employment agreements with Mr. William C. Egg, Jr., our Executive Vice President
and Chief Operating Officer - Upstream, and Mr. Harry N. Pefanis, our Executive
Vice President -Midstream, which, as authorized, will have indemnification
provisions substantially the same as Mr. Armstrong's agreement described above.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
3.1 -- Second Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1995)
3.2 -- Bylaws of the Company, as amended to date (incorporated by
reference to Exhibit 3(b) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993).
3.3 -- Certificate of Designation, Preferences and Rights of Series
E Cumulative Convertible Preferred Stock (incorporated by
reference to Exhibit 3.1 to the Company's Current Report on
Form 8-K filed August 11,1998.
4.1 -- Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4 to the Company's Form S-1 Registration Statement
(Reg. No. 33-33986)).
4.2 -- Stock Purchase Agreement dated as of July 30, 1998, by and
among the Company and the Purchasers named therein for the
issuance of Series E Cumulative Convertible Preferred Stock
(incorporated by reference to Exhibit 2.3 to the Company's
Current Report on Form 8-K filed on August 11, 1998).
+5.1 -- Opinion of Michael R. Patterson, Esq.
+23.1 -- Consent of Michael R. Patterson, Esq. (contained in
Exhibit 5).
+23.2 -- Consent of PricewaterhouseCoopers LLP (relating to the
consolidated financial statements of Plains Resources Inc.)
+23.3 -- Consent of PricewaterhouseCoopers LLP (relating to the
consolidated financial statements of Wingfoot Ventures
Seven, Inc.)
+23.4 -- Consent of Netherland, Sewell & Associates, Inc.
+23.5 -- Consent of H.J. Gruy and Associates, Inc.
+23.6 -- Consent of Ryder Scott Company.
+23.7 -- Consent of System Technology Associates, Inc.
+24.1 -- Powers of Attorney (included at page II-4 of this
Registration Statement as originally filed).
+ Filed herewith.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933 (the "Securities Act"); (ii) to reflect in this prospectus any
facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; (iii) to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement; provided, however, that
paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael R. Patterson and Phillip D.
Kramer, and each of them, either one of whom may act without joinder of the
other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all pre- and post- effective amendments
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, or the
substitute or substitutes of any or all of them, may lawfully do or cause to be
done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 16th day of October,
1998.
<TABLE>
<CAPTION>
PLAINS RESOURCES INC.
By: /s/ Greg L. Armstrong
---------------------------------------------------
Greg L. Armstrong, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons, in the capacities indicated on the 16th day of October, 1998.
SIGNATURE CAPACITY
--------- --------
<S> <C>
/s/ Greg L. Armstrong President, Chief Executive Officer and Director
---------------------------------------- (Principal Executive Officer)
Greg L. Armstrong
/s/ Tom H. Delimitros Director
----------------------------------------
Tom H. Delimitros
/s/ Cynthia A. Feeback Controller, Assistant Treasurer and Principal
---------------------------------------- Accounting Officer (Principal Accounting Officer)
Cynthia A. Feeback
/s/ William M. Hitchcock Director
----------------------------------------
William M. Hitchcock
/s/ Phillip D. Kramer Executive Vice President, Treasurer and Chief
---------------------------------------- Financial Officer (Principal Financial Officer)
Phillip D. Kramer
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ Dan M. Krausse Chairman of the Board and Director
----------------------------------------
Dan M. Krausse
/s/ John H. Lollar Director
----------------------------------------
John H. Lollar
/s/ Robert V. Sinnott Director
----------------------------------------
Robert V. Sinnott
/s/ J. Taft Symonds Director
----------------------------------------
J. Taft Symonds
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C> <C>
3.1 -- Second Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1995).
3.2 -- Bylaws of the Company, as amended to date (incorporated by reference to Exhibit 3(b) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993).
3.3 -- Certificate of Designation, Preferences and Rights of Series E Cumulative Convertible Preferred Stock (incorporated
by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed August 11, 1998).
4.1 -- Specimen Common Stock Certificate (incorporated by reference to Exhibit 4 to the Company's Form S-1 Registration
Statement (Reg. No. 33-33986)).
4.2 -- Stock Purchase Agreement dated as of July 30, 1998 by and among the Company and the Purchasers named therein for the
issuance of Series E Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 2.3 of the
Company's Current Report on Form 8-K filed on August 11, 1998).
+ 5.1 -- Opinion of Michael R. Patterson, Esq.
+23.1 -- Consent of Michael R. Patterson, Esq. (contained in Exhibit 5).
+23.2 -- Consent of PricewaterhouseCoopers LLP (relating to the consolidated financial statements
of Plains Resources Inc.)
+23.3 -- Consent of PricewaterhouseCoopers LLP (relating to the consolidated financial statements of Wingfoot Ventures Seven,
Inc.)
+23.4 -- Consent of Netherland, Sewell & Associates, Inc.
+23.5 -- Consent of H.J. Gruy and Associates, Inc.
+23.6 -- Consent of Ryder Scott Company.
+23.7 -- Consent of System Technology Associates, Inc.
+24.1 -- Powers of Attorney (included at page II-4 of this Registration Statement as
originally filed).
</TABLE>
________
+ Filed herewith
<PAGE>
EXHIBIT 5.1
October 16, 1998
Plains Resources Inc.
1600 Smith, Suite 1500
Houston, Texas 77002
Gentlemen:
I have acted as counsel for Plains Resources Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 6,950,000 shares (the "Shares") of the
Company's common stock, $.10 par value (the "Common Stock"), issuable upon the
conversion or exchange of shares of the Company's Series E Cumulative
Convertible Preferred Stock (the "Series E Preferred Stock"), such shares to be
offered upon the terms and conditions set forth in the Registration Statement on
Form S-3 (the "Registration Statement") relating thereto filed with the
Securities and Exchange Commission.
In connection therewith, I have examined originals or copies certified or
otherwise identified to my satisfaction of the Second Restated Certificate of
Incorporation of the Company, the Bylaws of the Company, corporate proceedings
with respect to the Series E Preferred Stock and the registration of the Shares
of Common Stock and such other documents and instruments as I have deemed
necessary or appropriate for the expression of the opinions expressed herein.
Based on the foregoing, I am of the opinion that:
1. The Company has been duly organized and is validly existing in good
standing under the laws of the State of Delaware.
2. The Shares of Common Stock proposed to be sold pursuant to the
Registration Statement, when issued in accordance with the terms and
conditions of the Series E Preferred Stock, will be duly and validly issued
and fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in this prospectus included in the Registration Statement.
Sincerely,
/s/Michael R. Patterson
----------------------------------------
Michael R. Patterson
Vice President and General Counsel
MRP/mnc
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 19, 1998 appearing on page F-2 of Plains Resources Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1997. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
---------------------------------------
PricewaterhouseCoopers LLP
Houston, Texas
October 12, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
July 27, 1998 relating to the consolidated financial statements of Wingfoot
Ventures Seven, Inc., which appears on page F-5 of Plains Resources Inc.'s
Current Report on Form 8-K/A dated September 23, 1998. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
------------------------------------------
PricewaterhouseCoopers LLP
San Francisco, California
October 12, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reserve report to the interest of Plains Resources
Inc. and Subsidiary (collectively, the Company) dated February 25, 1998,
relating to the estimated quantities of certain of the Company's proved reserves
of oil and gas and the related estimates of future net revenue and present
values thereof for certain periods, included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997, as well as in the Notes to the
Consolidated Financial Statements of the Company in such annual report. We also
consent to the reference to us under the heading "Reserve Engineers" in such
Registration Statement.
NETHERLAND, SEWELL & ASSOCIATES, INC.
/s/ Netherland, Sewell & Associates, Inc.
------------------------------------------
Dallas, Texas
October 12, 1998
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
H. J. Gruy and Associates, Inc. hereby consents to the incorporation by
reference in this Registration Statement on Form S-3 of our reserve reports
dated February 25, 1998, relating to the estimated quantities of certain of the
Company's proved reserves of oil and gas and the related estimates of future net
revenue and present values thereof for certain periods, included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997, as
well as in the Notes to the Consolidated Financial Statements of the Company in
such annual report. We also consent to the reference to us under the heading
"Reserve Engineers" in such Registration Statement.
H. J. GRUY AND ASSOCIATES, INC.
/s/ H. J. Gruy and Associates, Inc.
------------------------------------------
Houston, Texas
October 8, 1998
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reserve report dated February 23, 1998, relating
to the estimated quantities of certain of the Company's proved reserves of oil
and gas and the related estimates of future net revenue and present values
thereof for certain periods, included in the Company's Annual Report on Form
10-K for the year ended December 31, 1997, as well as in the Notes to the
Consolidated Financial Statements of the Company in such annual report. We also
consent to the reference to us under the heading "Reserve Engineers" in such
Registration Statement.
RYDER SCOTT COMPANY PETROLEUM ENGINEERS
/s/ Ryder Scott Company Petroleum Engineers
--------------------------------------------
Houston, Texas
October 12, 1998
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reserve report dated February 12, 1998, relating
to the estimated quantities of certain of the Company's proved reserves of oil
and gas and the related estimates of future net revenue and present values
thereof for certain periods, included in the Company's Annual Report on Form 10-
K for the year ended December 31, 1997, as well as in the Notes to the
Consolidated Financial Statements of the Company in such annual report. We also
consent to the reference to us under the heading "Reserve Engineers" in such
Registration Statement.
SYSTEM TECHNOLOGY ASSOCIATES, INC.
/s/ System Technology Associates, Inc.
----------------------------------------
October 12, 1998
