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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. 5)*
PLAINS RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
726540503
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(CUSIP Number)
DAVID J. SHLADOVSKY, C/O KAIM NON-TRADITIONAL, L.P.
1800 AVENUE OF THE STARS, SECOND FLOOR, LOS ANGELES, CA 90067
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
04/14/99
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(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 9
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SCHEDULE 13D
CUSIP No. 726540503 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(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
(A) 0
(B) 139,610
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY (A) 4,577,457
OWNED BY (B) 4,577,457
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON (A) 0
WITH (B) 139,610
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
(A) 4,577,457
(B) 4,577,457
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(A) 4,577,457
(B) 4,717,067
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(A) 24.64%
(B) 25.39%
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14 TYPE OF REPORTING PERSON*
(A) IA
(B) IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 9
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SCHEDULE 13D
CUSIP No. 726540503 PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KAYNE ANDERSON ENERGY FUND, L.P. - 95-4669026
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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 DELAWARE LIMITED PARTNERSHIP
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 962,848
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
962,848
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,848
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.18%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 9
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United States
Securities and Exchange Commission
SCHEDULE 13D
AMENDMENT NO. 5
*********************
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.
Director of Plains Resources, 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 4,577,457
and 4,717,067 shares, representing 24.64% and 25.39% of the shares outstanding,
respectively, which include 101,350 shares which may be acquired within 60 days
upon exercise of warrants and 1,585,513 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 4,516,757 shares. Richard A. Kayne has sole voting and dispositive
power over 139,610 shares and shared voting and dispositive power (with KAIM
N-T, LP or KAIM, LLC) over 4,577,457 shares, together representing 25.39% of the
outstanding shares of the common stock of the issuer, which include 101,350
shares which may be
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acquired within 60 days upon exercise of warrants and 1,585,513 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.
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>
04/14/99 Dividend-PIK 2,588 71,892 $500 Directly from Issuer
</TABLE>
<TABLE>
<CAPTION>
Common Stock Stock
Date Type # of shares Price Where/how transaction effected
---- ---- ------------ ----- ------------------------------
<S> <C> <C> <C> <C>
05/03/99 Buy 5,000 $16.48 American Stock Exchange
05/04/99 " 10,000 $16.50 "
05/05/99 " 8,200 $16.50 "
</TABLE>
d. Not applicable
e. Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable
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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.
May 7, 1999
- ------------------------------------
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
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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
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Richard A. Kayne
/s/ DAVID J. SHLADOVSKY
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KAIM Non-Traditional, L.P., by
David J. Shladovsky, Secretary of
Kayne Anderson Investment Management, Inc.,
general partner
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EXHIBIT TO SCHEDULE 13D, AMENDMENT NO. 5 OF FILING CONCERNING
PLAINS RESOURCES, INC.
<TABLE>
<CAPTION>
Filing Parties Shares
- -------------- ------
<S> <C>
KAIM Non-Traditional, L.P.
o Managed Investment Limited Partnerships 3,591,832
o Other Managed Accounts 924,925
Richard A. Kayne
o Direct ownership 139,610
o Kayne Anderson Investment Management, LLC
managed accounts 60,700
---------
Total 4,717,067
</TABLE>
05/07/99
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