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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Plains Resources Inc.
(Name of Issuer)
Common Stock, $0.10 Par Value Per Share
(Title of Class of Securities)
726540 50 3
(Cusip Number)
Mr. Arthur E. Hall
1726 Cedarwood Drive
Minden, Nevada 89423
(775) 782-5174
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 1999
(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
[ ].
*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).
**The total number of shares of the Stock reported herein is 1,037,208 shares,
which constitutes approximately 6.1% of the 17,012,936 shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Except as
otherwise stated herein, all ownership percentages set forth herein assume that
there are 16,964,128 shares of the Stock outstanding.
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1. Name of Reporting Person:
Valarian Associates
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Nevada
7. Sole Voting Power: 894,100 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 894,100 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
894,100
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.3%
14. Type of Reporting Person: PN
- -------------
(1) Power is exercised through its sole general partner, Arthur E. Hall.
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1. Name of Reporting Person:
Hallco, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Nevada
7. Sole Voting Power: 98,508 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 98,508 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
98,508 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.6% (3)
14. Type of Reporting Person: CO
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(1) Power is exercised through its President and controlling stockholder,
Arthur E. Hall.
(2) Assumes conversion of 1,757.087 shares of the Issuer's Series E
Cumulative Convertible Preferred Stock into 48,808 shares of the Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
17,012,936 shares of the Stock outstanding.
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1. Name of Reporting Person:
A. E. Hall & Co. Money Purchase Plan
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Nevada
7. Sole Voting Power: 44,600 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 44,600 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
44,600
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: OO - Trust
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(1) Power is exercised through its sole trustee, Arthur E. Hall.
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1. Name of Reporting Person:
Arthur E. Hall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,037,208 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,037,208 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,037,208 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.1% (3)
14. Type of Reporting Person: IN
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(1) Solely in his respective capacities (i) as the sole general partner of
Valarian Associates with respect to 894,100 of such shares, (ii) as the
President and controlling stockholder of Hallco, Inc. with respect to
98,508 of such shares and (iii) as the sole trustee and beneficiary of
the A. E. Hall & Co. Money Purchase Plan with respect to 44,600 of such
shares.
(2) Assumes conversion of 1,757.087 shares of the Issuer's Series E
Cumulative Convertible Preferred Stock into 48,808 shares of the Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
17,012,936 shares of the Stock outstanding.
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of the common stock, par value $0.10
per share (the "Stock"), of Plains Resources Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 500
Dallas Street, Houston, Texas 77002.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Act, the undersigned hereby file this
Schedule 13D Statement on behalf of Valarian Associates, a Nevada limited
partnership ("Valarian"), Hallco, Inc., a Nevada corporation ("Hallco"), A. E.
Hall & Co. Money Purchase Plan (the "Plan") and Arthur E. Hall ("AEH").
Valarian, Hallco, the Plan and AEH are sometimes hereinafter collectively
referred to as the "Reporting Persons." The Reporting Persons are making this
single, joint filing because they may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Act, although neither the fact of this
filing nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that a group exists.
(b) - (c)
Valarian
Valarian is a Nevada limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. Valarian's principal business address, which also serves as its
principal office, is 1726 Cedarwood Drive, Minden, Nevada 89423. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to AEH, the
sole general partner of Valarian, is set forth below.
Hallco
Hallco is a Nevada corporation, the principal business of which is
serving as an investment manager for Valarian. Hallco's principal business
address, which also serves as its principal office, is 1726 Cedarwood Drive,
Minden, Nevada 89423. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to each director, executive officer and control person
of Hallco are as follows:
<TABLE>
<CAPTION>
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
<S> <C> <C>
AEH See answers below. See answers below.
Joanne G. Hall 1726 Cedarwood Drive Licensed Vocational Nurse
Minden, Nevada 89423
</TABLE>
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Plan
The Plan is a retirement plan for self-employed persons established
pursuant to the Internal Revenue Code. The address of the Plan is 1726 Cedarwood
Drive, Minden, Nevada 89423. Pursuant to Instruction C to Schedule 13D of the
Act, information with respect to AEH, the sole trustee and beneficiary of the
Plan, is set forth below.
AEH
AEH's business address is 1726 Cedarwood Drive, Minden, Nevada 89423,
and his principal occupation at such address is investing for his own account.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America. All of the persons identified in this Item that
are not natural persons subsist under the laws of the United States of America
or of a political subdivision thereof.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used by the Reporting Persons to
purchase shares of the Stock are as follows:
<TABLE>
<CAPTION>
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
<S> <C> <C>
Valarian Working Capital (1) $14,350,453
Hallco Working Capital (1) 1,732,101
(2)
Plan Trust Funds (3) 671,695
AEH Not Applicable Not Applicable
</TABLE>
(1) As used herein, the term "Working Capital" includes income
from the business operations of the entity plus sums, if any, borrowed
from banks and brokerage firm margin accounts to operate such business
in general. None of the funds reported
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herein as "Working Capital" were borrowed or otherwise obtained for
the specific purpose of acquiring, handling, trading or voting the
Stock.
(2) Includes $825,000 used to purchase 1,757.087 shares of the
Issuer's Series E Cumulative Convertible Preferred Stock.
(3) As used herein, the term "Trust Funds" includes income
from the investments of the entity plus sums, if any, borrowed from
banks and brokerage firm margin accounts for general purposes. None of
the funds reported herein as "Trust Funds" were borrowed or otherwise
obtained for the specific purpose of acquiring, handling, trading or
voting the Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the shares of the Stock reported herein
for investment purposes. Consistent with such purposes, certain of the Reporting
Persons have had, and expect to continue to have, discussions with management of
the Issuer, and with other stockholders of the Issuer, concerning various ways
of maximizing long-term stockholder value.
Depending on market conditions and other factors that each Reporting
Person may deem material to its investment decision, such Reporting Person may
purchase additional shares of the Stock in the open market or in private
transactions. Depending on these same factors, such Reporting Person may sell
all or a portion of the shares of the Stock that it owns or hereafter may
acquire on the open market or in private transactions.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, the Reporting Persons have no present plans or proposals that relate
to or that would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D of the Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Valarian
The number of shares of the Stock that Valarian beneficially owns
pursuant to Rule 13d-3 of the Act is 894,100, which constitutes approximately
5.3% of the outstanding shares of the Stock.
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Hallco
The number of shares of the Stock that Hallco beneficially owns
pursuant to Rule 13d-3 of the Act is 98,508, which constitutes approximately
0.6% of the 17,012,936 shares of the Stock deemed outstanding pursuant to Rule
13d-3(d)(1)(i) of the Act.
Plan
The number of shares of the Stock that the Plan beneficially owns
pursuant to Rule 13d-3 of the Act is 44,600, which constitutes approximately
0.3% of the outstanding shares of the Stock.
AEH
Because of his respective positions (i) as the sole general partner of
Valarian, (ii) as the President and controlling stockholder of Hallco and (iii)
as the sole trustee and beneficiary of the Plan, AEH may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of an aggregate of 1,037,208
shares of the Stock, which constitutes approximately 6.1% of the 17,012,936
shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the
Act.
To the best of the knowledge of each of the Reporting Persons, none of
the persons named in Item 2 herein is the beneficial owner of any shares of the
Stock other than as set forth above.
(b)
Valarian
Acting through AEH, its sole general partner, Valarian has the sole
power to vote or to direct the vote or to dispose or to direct the disposition
of 894,100 shares of the Stock.
Hallco
Acting through AEH, its President and controlling stockholder, and
assuming conversion of 1,757.087 shares of the Issuer's Series E Cumulative
Convertible Preferred Stock into 48,808 shares of the Stock, Hallco has the sole
power to vote or to direct the vote or to dispose or to direct the disposition
of 98,508 shares of the Stock.
Plan
Acting through AEH, its sole trustee, the Plan has the sole power to
vote or to direct the vote or to dispose or to direct the disposition of 44,600
shares of the Stock.
AEH
In his respective capacities (i) as the sole general partner of
Valarian, (ii) as the President and controlling stockholder of Hallco (and
assuming conversion of 1,757.087 shares of the Issuer's
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Series E Cumulative Convertible Preferred Stock into 48,808 shares of the
Stock) and (iii) as the sole trustee and beneficiary of the Plan, AEH has the
sole power to vote or to direct the vote or to dispose or to direct the
disposition of 1,037,208 shares of the Stock in the aggregate.
(c) During the past sixty (60) days, the Reporting Persons have
purchased shares of the Stock on the American Stock Exchange, as follows:
<TABLE>
<CAPTION>
NUMBER OF
REPORTING PERSON DATE SHARES PURCHASED PRICE PER SHARE
<S> <C> <C> <C>
Hallco 09/22/99 25,000 $ 18.19
Valarian 09/24/99 50,000 17.54
Valarian 09/28/99 17,700 16.53
Valarian 10/01/99 1,000 17.14
Valarian 10/05/99 4,000 17.14
Valarian 10/07/99 2,300 16.76
Valarian 10/11/99 32,300 16.54
Valarian 10/11/99 7,700 16.53
Valarian 10/11/99 17,100 16.03
Valarian 10/12/99 200,000 16.17
Valarian 10/12/99 5,000 16.51
Valarian 10/12/99 1,000 16.18
Valarian 10/18/99 3,500 16.05
Valarian 10/20/99 800 16.05
Valarian 10/21/99 7,100 16.05
Valarian 10/22/99 394,600 16.05
</TABLE>
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Except as set forth in this Schedule 13D, to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the Stock during the past 60
days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Stock owned by
such Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
with respect to the shares of the Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
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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.
DATED: November 1, 1999
VALARIAN ASSOCIATES
By: /s/ Arthur E. Hall
------------------------------------------
Arthur E. Hall, General Partner
HALLCO, INC.
By: /s/ Arthur E. Hall
------------------------------------------
Arthur E. Hall, President
/s/ Arthur E. Hall
----------------------------------------------
Arthur E. Hall, Trustee of the A. E.
HALL & CO. MONEY PURCHASE
PLAN
/s/ Arthur E. Hall
----------------------------------------------
ARTHUR E. HALL
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
</TABLE>
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EXHIBIT 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
VALARIAN ASSOCIATES
By: /s/ Arthur E. Hall
------------------------------------------
Arthur E. Hall, General Partner
HALLCO, INC.
By: /s/ Arthur E. Hall
------------------------------------------
Arthur E. Hall, President
/s/ Arthur E. Hall
----------------------------------------------
Arthur E. Hall, Trustee of the A. E.
HALL & CO. MONEY PURCHASE
PLAN
/s/ Arthur E. Hall
----------------------------------------------
ARTHUR E. HALL
