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EXHIBIT (a) (5) (iii)
CONTACT: Phillip D. Kramer
Executive Vice President and Chief Financial Officer
713/654-1414 - 800/934-6083
FOR IMMEDIATE RELEASE
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PLAINS RESOURCES CALLS FOR REDEMPTION OF SERIES G
PREFERRED STOCK; LAUNCHES EXCHANGE OFFER
(Houston - November 30, 2000) Plains Resources (AMEX:PLX) announced today
it had called for redemption substantially all of the outstanding shares of its
Series G Preferred stock at 105% of stated value. Each share of Series G
Preferred stock has a stated value of $500 per share and bears a dividend of
9.5% per annum. Approximately 171,600 shares of Series G Preferred stock are
outstanding, having an aggregate stated value of $85.8 million.
Holders of shares of Series G Preferred outstanding on December 31, 2000,
will have a right to receive a cash redemption price of $525 per share plus
accrued and unpaid dividends. Pursuant to the Certificate of Designation
governing this series of preferred stock, shares of the Series G Preferred may
be converted into Plains' common stock at anytime prior to the close of business
on December 26, 2000, at an effective conversion price of $15.00 per share.
The Company also announced an exchange offer pursuant to which holders of
the Series G Preferred could exchange their shares for an equivalent number of
shares of a new Series H Preferred stock, plus a cash payment in an amount equal
to accrued and unpaid dividends. The new Series H stock is convertible into the
same number of shares of common stock as the Series G Preferred, but does not
bear a dividend and does not contain a mandatory redemption feature. In
addition, if not earlier converted or exchanged, the Series H Preferred will
automatically convert into common stock on September 30, 2001.
The Company noted that these actions would (1) eliminate preferred
dividends totaling $8.2 million per year and (2) eliminate the Company's
mandatory redemption obligation in 2012.
"We are currently reviewing various alternatives to optimize the Company's
capitalization. Through these actions, we are positioning the Company to realize
the economic benefits of calling the Series G Preferred stock while retaining
certain structuring capabilities," said Greg L. Armstrong, the Company's
President and Chief Executive Officer.
On November 10, 2000, the Company announced it had doubled the amount
authorized under its common share repurchase program to two million shares. On
June 13, 2000, the Company announced it had received authorization to acquire up
to one million shares of its common stock in
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open market and negotiated transactions. To date, the Company has acquired a
total of 1,018,000 shares at an average price of $18.15 per share.
"We are pleased and excited to take these steps to capture the value
underlying each share of Plains Resources' common stock," said Armstrong.
Armstrong noted that while Plains' common stock had recently been trading in the
$17.00 to $20.00 price range, the Company continues to believe the stock is
undervalued. As of September 30, 2000, the Company had approximately 18.0
million shares of common stock outstanding. In addition to the approximately 5.7
million common shares issuable upon conversion of the Series G Preferred stock,
approximately 4.1 million shares are issuable on conversion of the Company's
Series F Preferred stock (having an effective conversion price of $12.25 per
share) and .9 million shares are issuable on conversion of the Company's Series
D Preferred stock (having an effective conversion price of $25.00 per share).
The Company's funding sources for these actions will include cash and
working capital on hand, cash flow from operations and borrowings under the
Company's $225 million revolving credit facility. At September 30, 2000,
approximately $13 million was outstanding on the credit facility, leaving the
Company with over $210 million of immediate liquidity.
The Company noted that while it was calling for the redemption of all
shares of Series G Preferred, in order to accommodate covenant limitations under
certain of the Company's credit agreements, certain holders of the Series G
Preferred stock have agreed to either convert Series G shares held by them
having a stated value of at least $15 million into common stock or to exchange
such shares for shares of the new Series H Preferred stock.
As announced yesterday, the Company has scheduled a conference call for
today at 9:00 AM (Central) to discuss various aspects of its 2001 capital plans,
and to provide guidance for 2001 for its upstream segment and its midstream
pipeline, terminalling and marketing segment, which is conducted through Plains
All American Pipeline, L.P. The Company also intends to discuss the contents of
this news release. The call is being made available live to the public through
the Internet and on a delayed basis through a telephonic replay. Instructions
for accessing either method follow:
WEBCAST INSTRUCTIONS:
To access the Internet webcast, go to the Company's website at
www.plainsresources.com, choose "investor relations", then choose "conference
calls". Following the live webcast, the call will be archived for a period of
ninety (90) days on the Company's website.
TELEPHONIC REPLAY INSTRUCTIONS:
Call 800-428-6051 and enter PASSCODE ID# 144700
The replay will be available beginning Thursday, November 30, 2000, at
approximately 12:00 PM (Central) and continue until Monday, December 4, 2000, at
11:55 PM (Central).
Except for the historical information on contained herein, the matters
discussed in this news release are forward-looking statements that involve risks
and uncertainties. These risks and uncertainties include, among other things,
market conditions, government regulations and other factors discussed in the
Company's filings with the Securities and Exchange Commission.
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Plains Resources is an independent energy company engaged upstream in the
exploitation, development, acquisition and exploration of crude oil and natural
gas and the midstream activities of marketing, transportation, terminalling and
storage of crude oil. The Company is headquartered in Houston, Texas.
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