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As filed with the Securities and Exchange Commission on January 9, 2001
Registration No. 333-33804
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PLAINS RESOURCES INC.
(Exact name of registrant as specified in its charter)
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Delaware 13-2898764
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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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)
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Tim Moore
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)
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Copy to:
John A. Watson
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
(713) 651-5151
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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. [_]
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.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effected. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buyer these
securities in any state where the offer or sale is not permitted.
================================================================================
Subject to Completion, Dated January 9, 2001
PROSPECTUS
[LOGO]
Common Stock
5,469,777 Shares
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This prospectus relates to the offer and sale of up to 5,469,777 shares of
Plains Resources Inc. common stock by some of our stockholders. See "Selling
Stockholders". These shares of common stock are not currently outstanding, but
may be issued in the future upon conversion of our Series F preferred stock by
the selling stockholders. We will not receive any proceeds from any of these
sales.
Our common stock is traded on the American Stock Exchange under the symbol
"PLX." The closing price on January 8, 2001, as reflected on the American
Stock Exchange, was $20 1/4 per share. Our principal executive offices are
located at 500 Dallas, Suite 700, Houston, Texas 77002, and our telephone number
is (713) 654-1414.
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For information concerning those risks that you bear in purchasing the common
stock sold in this offering 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.
---------------
January 9, 2001
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TABLE OF CONTENTS
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Page
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Risk Factors................................................................................... 3
About Plains Resources Inc..................................................................... 6
Forward-Looking Statements and Associated Risks................................................ 11
Selling Stockholders........................................................................... 12
Plan of Distribution........................................................................... 15
Where You Can Find More Information............................................................ 16
Legal Matters.................................................................................. 16
Experts........................................................................................ 17
Reserve Engineers.............................................................................. 17
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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.
We recently suffered a large loss from unauthorized crude oil trading by a
former employee. A loss of this kind could occur again in the future in
spite of our best efforts to prevent it.
Generally, it is our policy that as Plains All American purchases crude
oil, it establishes a margin by selling crude oil for physical delivery to
third-party users, such as independent refiners or major oil companies, or by
entering into a future delivery obligation under futures contracts on the NYMEX.
Through these transactions, we seek to maintain a position that is substantially
balanced between purchases, on the one hand, and sales or future delivery
obligations, on the other hand. Our policy is not to acquire and hold crude oil,
futures contracts or derivative products for the purpose of speculating on price
changes. As discussed more fully under "We Recently Experienced a Large
Unauthorized Crude Oil Trading Loss" at page 8, we discovered in November 1999
that this policy was violated by one of our former employees, which resulted in
losses of approximately $174.0 million, including estimated associated costs and
legal expenses. During the third quarter of 2000, we recognized an additional
$6.6 million charge for litigation related to the unauthorized trading losses.
We have taken steps within our organization to enhance our processes and
procedures to prevent future unauthorized trading. We cannot assure you,
however, that these steps will detect and prevent all violations of our trading
policies and procedures, particularly if deception or other intentional
misconduct is involved.
Our trading loss resulted in the termination of some of our crude oil
purchase contracts. We also are incurring additional expense for letters of
credit to support our trading operations.
In the period immediately following the disclosure of the unauthorized
trading losses, a significant number of Plains All American's suppliers and
trading partners reduced or eliminated the open credit previously extended to
Plains All American. Consequently, the amount of letters of credit Plains All
American needed to support the level of its crude oil purchases then in effect
increased significantly. In addition, the cost of letters of credit increased
under our credit facility. Some of Plains All American's purchase contracts were
terminated. As a result of these changes, aggregate volumes purchased have
declined from an average of 528,000 barrels per day for the fiscal quarter
preceding the trading loss to an average of 286,000 barrels per day in the third
quarter of 2000. Approximately 89,000 barrels per day of the decrease is related
to barrels gathered at producer lease locations and 153,000 barrels per day is
attributable to bulk purchases. Although the impact cannot be precisely
measured, we estimate that the increase in letter of credit costs and reduced
volumes will adversely affect adjusted EBITDA and net income of Plains All
American for the year 2000 by as much as approximately $5.0 to $6.0 million,
excluding the positive impact of current favorable market conditions. We
estimate that the increase in letter of credit costs and reduced volumes will
adversely affect adjusted EBITDA and net income of Plains Resources for the year
2000 by as much as approximately $5.0 to $6.0 million and approximately $1.6
million to $2.0 million, respectively, excluding the positive impact of current
favorable market conditions.
We have a substantial amount of debt, which could limit our future
financial flexibility.
As of September 30, 2000, our total long-term debt and stockholders' equity
were $584.2 million and $60.4 million, respectively. In addition, we may incur
additional indebtedness under our credit facilities. We have a $225.0 million
revolving credit facility under which approximately $13.0 million was
outstanding at September 30, 2000. Plains All American has a $400.0 million
senior secured revolving credit facility under which approximately $292.0
million was outstanding at September 30, 2000. Plains All American also has a
$300.0 million senior secured letter of credit and borrowing facility under
which letters of credit of approximately $79.5 million were outstanding at
September 30, 2000.
Our level of indebtedness will have several important effects on our future
operations, including
. 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,
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. covenants contained in our debt obligations will require us to
meet certain financial tests, and other restrictions will limit
our ability to borrow additional funds or to dispose of assets
and may affect our flexibility in planning for, and reacting to,
changes in our business, including possible acquisition
activities and
. our existing debt may impair our ability to obtain additional
financing in the future for working capital, capital
expenditures, acquisitions, general corporate purposes or other
purposes.
Our ability to meet our debt service obligations and to reduce our total
indebtedness will depend on our future performance. Our performance will be
subject to general economic conditions and to financial, business and other
factors affecting our operations. Many of these factors are 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 some of our existing debt or to obtain additional financing. We cannot
assure you that a refinancing would be possible or that we could obtain any
additional financing.
Some of our operations are in densely populated areas. This increases our
risk of damages in the event of a catastrophic accident. We are not fully
insured against all risks.
Our operations are subject to all of the risks normally incident to the
exploration for and the production of crude oil and natural gas, including
blowouts, cratering, oil spills and fires, each of which could result in damage
to or destruction of crude oil and natural gas wells, production facilities or
other property, or injury to persons. Our operations in California, including
transportation of crude oil by pipelines within the city of Los Angeles, 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 risks, including earthquake risk in California, either because insurance is
not available or because of high premium costs. The occurrence of a significant
event that is not fully insured against could have a material adverse effect on
our financial position.
Our insurance does not cover every potential risk associated with operating
our pipelines, including the potential loss of significant revenues. Consistent
with insurance coverage generally available to the industry, our insurance
policies provide limited coverage for losses or liabilities relating to
pollution, with broader coverage for sudden and accidental occurrences. A
pipeline may experience damage as a result of an accident or other natural
disaster. These hazards can cause personal injury and loss of life, severe
damage to and destruction of property and equipment, pollution or environmental
damages and suspension of operations.
A significant portion of Plains All American's gross margin is derived from
two offshore California oil fields. Production from these fields is
declining.
A significant portion of the gross margin of Plains All American is derived
from the Santa Ynez and Point Arguello fields located offshore California. For
the nine months ended September 30, 2000, gross revenues less fuel and power
expenses were $22.2 million from Santa Ynez and $7.0 million from Point
Arguello. Plains All American has entered into contracts with the producers of
most of the production from these fields under which they have agreed to ship
all of their production from these fields on the All American Pipeline through
August 2007. The contracts do not require the producers to ship any minimum
volumes. Average daily volumes received from the Santa Ynez and Point Arguello
fields have declined from 92,000 and 60,000 barrels, respectively, in 1995 to
58,000 and 18,000 barrels, respectively, for the third quarter of 2000. We
expect that there will continue to be natural production declines from each of
these fields as the underlying reservoirs are depleted. As operator of the Point
Arguello field, we are currently conducting additional drilling and other
activities in this field. We cannot assure you that these activities will
affect the natural decline in production. In addition, if production is
disrupted in these fields
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because of production problems, transportation problems or other reasons, then
it would have a material adverse effect on our midstream business.
Our hedging arrangements for our crude oil production could reduce the
price we would receive in the absence of those arrangements.
To manage our exposure to commodity price risk, we routinely enter into
hedging arrangements under which we hedge a portion of our crude-oil production.
See "Upstream: Crude Oil and Natural Gas Production" at page 7. Our hedging
arrangements provide us protection on the hedged volumes if crude oil prices
decline below the prices at which these hedges are set. But ceiling prices in
our hedges may cause us to receive less revenue on the hedged volumes than we
would receive in the absence of hedges.
For the fourth quarter of 2000, we have entered into various arrangements
which provide for us to receive an average minimum NYMEX WTI price of $16.25 per
barrel on 18,500 barrels of oil per day. Approximately 10,000 barrels per day of
these volumes will participate in price increases up to $19.75 per barrel. For
2001, we have entered into various arrangements, using a combination of swaps,
collars and purchased puts and calls, which will provide for us to receive an
average minimum NYMEX price of approximately $22.75 per barrel on 20,500 barrels
per day with almost full market price participation up to an average of $27.00
per barrel. For 2002, we have entered into various arrangements that provide for
us to receive an average minimum NYMEX WTI price of $23.00 per barrel on 10,000
barrels per day with full market price participation up to an average of $24.90
per barrel. Location and quality differentials attributable to our properties
are not included in the foregoing prices. The agreements provide for monthly
settlement based on the differential between the agreement price and the actual
NYMEX crude oil price. Gains or losses are recognized in the month of related
production and are included in crude oil and natural gas sales. Such contracts
resulted in a reduction in revenues of $22.2 million and $56.7 million in the
third quarter and first nine months of 2000, respectively. The unrealized loss
at September 30, 2000 with respect to such contracts was $24.0 million.
The quantity of proved reserves we report is especially sensitive to
decreases in crude oil prices.
Because reservoirs deplete over time and a substantial portion of
production costs are fixed, a point is reached when additional reserves from a
reservoir are no longer economically recoverable. Our reserves are mainly crude
oil and are characterized by a long recovery time relative to U.S. industry
averages. As a result, changes in the prices we receive for our production will
affect our total economically recoverable reserve volumes more than if our crude
oil reserves were expected to be recovered at a faster rate. Historically, the
prices for oil and natural gas have been volatile and are likely to continue to
be volatile in the future. The prices that we receive for our oil and natural
gas production and the levels of our production are subject to wide fluctuations
and depend on numerous factors that we do not control. Decreases in the prices
of oil and natural gas have had, and could have in the future, an adverse effect
on the carrying value of our proved reserves and our revenues, profitability and
cash flow.
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ABOUT PLAINS RESOURCES INC.
What Is Our Business?
We are an independent energy company engaged in two related lines of
business. Our first line of business, which we refer to as "upstream", acquires,
exploits, develops, explores and produces crude oil and natural gas. Our second
line of business, which we refer to as "midstream", engages in the marketing,
transportation and terminalling of crude oil. Terminals are facilities where
crude oil is transferred to or from storage or a transportation system, such as
a pipeline, to another transportation system, such as trucks or another
pipeline. The operation of these facilities is called "terminalling". We conduct
this second line of business through our majority ownership in Plains All
American Pipeline, L.P.
One of our wholly owned subsidiaries, Plains All American Inc., is both the
general partner and majority owner of Plains All American. Because it holds the
general partner interest and owns approximately 18.2 million common and
subordinated units, Plains All American Inc. holds an approximate 54% interest
in Plains All American. For financial statement purposes, the assets,
liabilities and earnings of Plains All American are included in our consolidated
financial statements, with the public unitholders' interest reflected as a
minority interest. The following chart sets forth the organization relationship
of the subsidiaries in our two lines of business:
[PLAINS ORGANIZATIONAL CHART]
Upstream: Crude Oil and Natural Gas Production
We own several crude oil and natural gas properties, and we continually
seek to acquire additional crude oil and natural gas properties that fit within
our business strategy. We specialize in acquiring and then effectively
exploiting and developing crude oil and natural gas properties that we believe
have not been exploited and
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developed to their full potential. Generally, our business strategy begins with
the acquisition of crude oil or natural gas properties that have produced
significant volumes since initial discovery and that have significant estimated
reserves in place. These properties are usually owned by major integrated or
large independent oil and natural gas companies. After acquiring these
properties, we seek to increase the efficiency of existing wells by improving
production and recovery techniques and by reducing production expenses. We may
also drill additional development wells. Our management believes that it has
developed a proven record in increasing cash flow by acquiring and exploiting
these types of properties. Our crude oil and natural gas producing properties
are mainly located in California in the Los Angeles Basin, the Arroyo Grande
Field and the Mt. Poso Field; offshore California in the Point Arguello Field;
the Sunniland Trend of South Florida; and the Illinois Basin in southern
Illinois. In addition, we commit a minor portion of our capital to pursue
higher-risk exploration opportunities that offer potentially higher rewards in
areas that complement our core business strategy discussed above. We take
advantage of the marketing expertise that Plains All American has developed
through our marketing agreement with Plains All American under which Plains All
American is the exclusive purchaser/marketer of all our equity crude oil
production.
During the five-year period ended December 31, 1999, we incurred total
costs of approximately $436.6 million in acquiring, exploiting, developing and
exploring crude oil properties. We spent approximately 97% of this capital in
acquisition, exploitation and development activities, and we spent approximately
3% on our exploration activities. By implementing our business strategy, during
that period we added to our crude oil and natural gas reserves approximately
204.9 million barrels of oil equivalent, at a cost of $2.13 per barrels of oil
equivalent, including revisions of estimates but excluding production.
To manage our exposure to commodity price risk, we routinely hedge a
portion of our crude oil production. Our management intends to continue to
maintain hedging arrangements for a significant portion of our production. Our
hedging arrangements provide us protection on the hedged volumes if crude oil
prices decline below the prices at which these hedges are set; however, the
ceiling prices in some of our hedging arrangements may be less than the market
value of the hedged volumes when actually produced and sold. As a result, our
hedging arrangements may cause us to receive less revenue on the hedged volumes
than we would receive in the absence of hedges. We can estimate unrealized
losses on our hedging arrangements by comparing hedge contract prices to market
prices quoted by independent reporting services and the NYMEX. Based on the
hedging arrangements in effect on December 31, 1999 and September 30, 2000, and
the quoted price of crude oil for each of the future months to which the hedges
relate, our unrealized hedging losses at these dates were approximately $22.0
million and $24.0 million, respectively. See "Our hedging arrangements for our
crude oil production could reduce the price we would receive in the absence of
those arrangements" at page 5.
Midstream: Crude Oil Marketing, Transportation and Terminalling
Our second line of business consists of:
. gathering crude oil from the fields where the crude oil is
produced;
. interstate and intrastate transportation of crude oil through
pipelines, trucks or barges;
. storing crude oil in our storage tanks;
. transferring crude oil from pipelines and storage tanks to
trucks, barges or other pipelines through our terminals;
. marketing crude oil produced by Plains Resources;
. the purchase of crude oil at the well and the bulk purchase of
crude oil at pipeline and terminal facilities; and
. the subsequent resale or exchange of crude oil at various points
along the crude oil distribution chain.
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We conduct these businesses through Plains All American, which was formed
in 1998 to acquire and operate the business and assets of our subsidiaries in
this business segment. During the third quarter of 2000, Plains All American
handled an average of approximately 600,000 barrels of crude oil per day. This
segment of our business conducts its operations primarily in California, Texas,
Oklahoma, Louisiana and the Gulf of Mexico.
The principal assets used in this segment include:
. a 3.1 million barrel, above-ground crude oil storage and terminal
facility at Cushing, Oklahoma;
. the segment of the All American Pipeline that extends
approximately 140 miles from Las Flores, California to Emidio,
California;
. the San Joaquin Valley Gathering System in California;
. the West Texas Gathering System, the Spraberry Pipeline System,
and the East Texas Pipeline System, which are all located in
Texas;
. the Sabine Pass Pipeline System in southwest Louisiana and
southeast Texas;
. the Ferriday Pipeline System in eastern Louisiana and western
Mississippi;
. the Illinois Basin Pipeline System in southern Illinois; and
. approximately 280 trucks, 325 tractor-trailers and 290 injection
stations, which are owned or leased and used in our gathering and
marketing activities.
Plains All American's Cushing facility is a state-of-the-art, 3.1 million
barrel, above-ground crude oil storage and terminalling facility. Cushing,
Oklahoma is the largest crude oil trading hub in the United States and the
designated delivery point for NYMEX crude oil futures contracts. We also have an
additional 6.6 million barrels of storage and terminalling capacity in our other
facilities, including tankage associated with our pipeline and gathering
systems. Our storage and terminal operations increase our margins in our
business of purchasing and selling crude oil and also generate revenue through a
combination of storage and throughput charges to third parties.
We Recently Sold a Segment of the All American Pipeline.
In March 2000, we sold to a unit of El Paso Energy Corporation for $129.0
million the segment of the All American Pipeline that extends from Emidio,
California to McCamey, Texas. Except for minor third-party volumes, one of our
subsidiaries, Plains Marketing, L.P., has been the sole shipper on this segment
of the pipeline since its predecessor acquired the line from the Goodyear Tire &
Rubber Company in July 1998. We realized net proceeds of approximately $124.0
million after associated transaction costs and estimated costs to remove some
equipment. We used the proceeds from the sale to reduce the outstanding debt of
Plains All American. We recognized a gain of approximately $20.1 million in
connection with this sale. During 1999, we reported gross margin of
approximately $5.0 million from volumes transported on the segment of the line
that was sold.
We had suspended shipments of crude oil on this segment of the pipeline in
November, 1999. At that time, we owned approximately 5.2 million barrels of
crude oil in the segment of the pipeline. We sold this crude oil from November,
1999 to February, 2000 for net proceeds of approximately $100.0 million, which
we used for working capital purposes. We recognized a total gain of
approximately $44.6 million in connection with the sale of the crude oil.
We Recently Experienced a Large Unauthorized Crude Oil Trading Loss
In November 1999, we discovered that a former employee of Plains All
American had engaged in unauthorized trading activity, resulting in a loss of
approximately $174.0 million, which includes estimated associated costs and
legal expenses. During the third quarter of 2000, we recognized an additional
$6.6 million charge for litigation related to the unauthorized trading losses. A
full investigation into the unauthorized trading activities by outside legal
counsel and independent accountants and consultants determined that the vast
majority of the losses occurred from March through November 1999, and the impact
warranted a restatement of previously
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reported financial information for 1999 and 1998. Because the financial
statements of Plains All American are consolidated with our financial
statements, adverse effects on the financial statements of Plains All American
directly affect our consolidated financial statements. As a result, we have
restated our previously reported 1999 and 1998 results to reflect the losses
incurred from these unauthorized trading activities.
Normally, as Plains All American purchases crude oil, it establishes a
margin by selling crude oil for physical delivery to third-party users or by
entering into a future delivery obligation with respect to futures contracts.
The employee in question violated Plains All American's policy of maintaining a
position that is substantially balanced between crude oil purchases and sales or
future delivery obligations. The unauthorized trading and associated losses
resulted in a default of certain covenants under Plains All American's then-
existing credit facilities and significant short-term cash and letter of credit
requirements. In December 1999, Plains All American executed amended credit
facilities and obtained default waivers from all of its lenders. Plains All
American paid approximately $13.7 million to its lenders in connection with the
amended credit facilities. In connection with the amendments, we loaned
approximately $114.0 million to Plains All American. We financed the $114.0
million that we loaned Plains All American with:
. the issuance of a new series of our Series F preferred stock for
proceeds of $50.0 million;
. cash distributions of approximately $9.0 million made in November 1999
to Plains All American's general partner; and
. $55.0 million of borrowings under our revolving credit facility.
On May 8, 2000, Plains All American entered into new bank credit agreements
to refinance Plains All American's existing bank debt and repay the $114.0
million owed to us. The new bank credit agreements also provide Plains All
American with additional flexibility for working capital, capital expenditures
and other general corporate purposes. At closing, Plains All American had $256.0
million outstanding under a $400.0 million senior secured revolving credit
facility. Plains All American also had at closing letters of credit of
approximately $173.8 million and borrowings of approximately $20.3 million
outstanding under a separate $300.0 million senior secured letter of credit and
borrowing facility. Please see "Management's Discussion and Analysis-Liquidity
and Capital Resources-Credit Facilities" in our Quarterly Report on Form 10-Q
filed November 14, 2000 for additional information about the terms of these new
credit facilities.
We have taken appropriate and aggressive steps within our organization to
enhance our processes and procedures to prevent future unauthorized trading. One
of such steps includes the creation of a new professional risk management
position. This risk manager has direct responsibility and authority for our
trading controls and procedures and other aspects of corporate risk management.
But we cannot assure you that such steps will detect and prevent all violations
of our trading policies and procedures, particularly if deception or other
intentional misconduct is involved.
Texas Securities Litigation.
On November 29, 1999, a class action lawsuit was filed in the United States
District Court for the Southern District of Texas entitled Di Giacomo v. Plains
All American Pipeline, L.P., et al. The suit alleged that Plains All American
and certain of its general partner's officers and directors violated federal
securities laws, primarily in connection with unauthorized trading by a former
employee. An additional nineteen cases have been filed in the Southern District
of Texas, some of which name the general partner and us as additional
defendants. All of the federal securities claims are being consolidated into two
actions. The first consolidated action is that filed by purchasers of our common
stock and options, and is captioned Koplovitz v. Plains Resources Inc., et al.
The second consolidated action is that filed by purchasers of Plains All
American's common units, and is captioned Di Giacomo v. Plains All American
Pipeline, L.P., et al. Plaintiffs
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alleged that the defendants were liable for securities fraud violations under
Rule 10b-5 and Section 20(a) of the Securities Exchange Act of 1934 and for
making false registration statements under Sections 11 and 15 of the Securities
Act of 1933.
We and Plains All American have reached an agreement in principle with
representatives for the plaintiffs for the settlement of all of the federal
securities actions. Aggregate amounts to be paid under the agreement in
principle total approximately $29.5 million plus interest from October 1, 2000
through the date actual proceeds are remitted to representatives for the
plaintiffs. Our insurance carrier has deposited $15.0 million to an escrow
account to fund amounts payable under our insurance policies. The Boards of
Directors of Plains All American Inc. and Plains Resources have formed special
independent committees to review and approve final allocation of the settlement
costs between Plains All American and us. Based on an estimate of such
allocation, which allocation is currently under review by the committees, in the
third quarter of 2000 we accrued an additional $6.6 million of litigation costs
and related expenses, which reduced basic earnings per common share after
minority interest and taxes for the three and nine months ended September 30,
2000 by $0.12 ($0.11 diluted) and $0.12 ($0.07 diluted), respectively.
A stipulation and agreement of settlement was filed on December 1, 2000 and
preliminarily approved by the United States District Court for the Southern
District of Texas. The settlement is subject to a number of conditions,
including final approval by the court. The agreement in principle does not
affect the Texas Derivative Litigation and Delaware Derivative Litigation
described below.
Texas Derivative Litigation.
On July 11, 2000, a derivative lawsuit was filed in the United States
District Court of the Southern District of Texas entitled Fernandes v. Plains
All American Inc., et al, naming the general partner, its directors and certain
of its officers as defendants. This lawsuit contains the same claims and seeks
the same relief as the Delaware derivative litigation, described below. A motion
to dismiss was filed on behalf of the defendants on August 14, 2000.
Delaware Derivative Litigation.
On December 3, 1999, two derivative lawsuits were filed in the Delaware
Chancery Court, New Castle County, entitled Susser v. Plains All American Inc.,
et al and Senderowitz v. Plains All American Inc., et al. These suits, and three
others which were filed in Delaware subsequently, named the general partner, its
directors and certain of its officers as defendants, and allege that the
defendants breached the fiduciary duties that they owed to Plains All American
Pipeline, L.P. and its unitholders by failing to monitor properly the activities
of its employees. The court has consolidated all of the cases under the caption
In Re Plains All American Inc. Shareholders Litigation, and has designated the
complaint filed in Susser v. Plains All American Inc. as the complaint in the
consolidated action. A motion to dismiss was filed on behalf of the defendants
on August 11, 2000.
The plaintiffs in the Delaware derivative litigation seek that the
defendants
. account for all losses and damages allegedly sustained by Plains
All American from the unauthorized trading losses;
. establish and maintain effective internal controls ensuring that
our affiliates and persons responsible for our affairs do not
engage in wrongful practices detrimental to Plains All American;
. pay for the plaintiffs' costs and expenses in the litigation,
including reasonable attorneys' fees, accountants' fees, and
experts' fees; and
. provide the plaintiffs any additional relief as may be just and
proper under the circumstances.
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We intend to vigorously defend the claims made in the Delaware and Texas
derivative litigation and the Texas securities litigation. However, there can be
no assurance that we will be successful in our defense or that these lawsuits
will not have a material adverse effect on our financial position or results of
operation.
We, in the ordinary course of business, are a claimant and/or a defendant
in various other legal proceedings in which our exposure, individually and in
the aggregate, is not considered material.
11
<PAGE>
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
All statements, other than statements of historical fact, included in this
prospectus and the documents we have incorporated by reference into this
prospectus are forward-looking statements. These include statements identified
by the words "anticipate," "believe," "estimate," "expect," "plan," "intend" and
"forecast" and similar expressions and statements regarding our business
strategy, plans and objectives of our management for future operations. These
statements reflect our current views with respect to future events, based on
what we believe are reasonable assumptions. These statements, however, are
subject to certain risks, uncertainties and assumptions, including, but not
limited to:
. the availability of adequate supplies of and demand for crude oil
in the areas in which we operate;
. the impact of crude oil price fluctuations;
. the effects of competition;
. the success of our risk management activities;
. the availability (or lack thereof) of acquisition or combination
opportunities;
. the impact of current and future laws and governmental
regulations;
. environmental liabilities that are not covered by an indemnity or
insurance; and
. general economic, market or business conditions.
If one or more of these risks or uncertainties materialize, or if
underlying assumptions prove incorrect, actual results may vary materially from
the results anticipated in the forward-looking statements. Except as required by
applicable securities laws, we do not intend to update these forward-looking
statements and information.
12
<PAGE>
SELLING STOCKHOLDERS
The selling stockholders are the holders of our Series F 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 50,000 shares of
our Series F preferred stock in December 1999. The selling stockholders may
acquire more shares of our Series F 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 Series F preferred stock into common stock. As
of Janaury 9, 2001, each share of Series F preferred stock is convertible
into the number of shares of common stock that equals $1,000 divided by $12.25,
or 81.63. The shares of Series F preferred stock were sold for $1,000 per
share, and $12.25 is a negotiated conversion rate that represented an
approximate 2% premium over the trading price of our common stock at the time of
the sale of the Series F preferred stock. This formula can be adjusted if we
divide or consolidate our common stock, sell our common stock for a price less
than $12.25 or take other actions that affect the value of our common stock. As
of January 9, 2001, if the selling stockholders converted all of their shares
of Series F preferred stock into common stock, they would own approximately
4,081,633 shares of our common stock, which represents 22.7% of our common stock
currently outstanding. Any additional shares of Series F preferred stock that
they receive as dividends, as discussed more fully below, may also be converted
into common stock.
Pursuant to the Certificate of Designation for the Series F preferred
stock, we must declare a dividend on the Series F preferred stock twice a year.
We have the right under the Certificate of Designation for the Series F
preferred stock, instead of paying the dividend in cash or other property, to
pay the divided in additional shares of Series F preferred stock. But we can
only pay these dividends in shares of Series F preferred stock six times. If we
pay these dividends in shares of Series F preferred stock all or some of the
times that we are allowed to do so, then the selling stockholders will receive
more shares of Series F preferred stock, and thus would receive additional
shares of common stock upon conversion of the Series F preferred stock. We do
not know how many times we will pay the divided in shares of Series F preferred
stock. As shown in the table below, we have included in the shares covered by
this offering the maximum number of shares that the selling stockholders may
receive upon conversion of Series F preferred stock assuming we pay five
dividends in additional shares of Series F preferred stock.
The selling stockholders may also acquire the common stock offered by this
prospectus if we exchange shares of our common stock for the Series F preferred
stock. We have the right to exchange shares of our common stock for the Series F
preferred stock if, after December 15, 2001, the fair market value of our common
stock is at least $21.60 for any 60 consecutive business days. If we elect to
exercise this right to exchange, then holders of Series F preferred stock will
receive the same number of shares of common stock as they would receive if they
convert their shares of Series F preferred stock as discussed above.
We have the option to redeem the preferred stock after December 15, 2003.
The redemption price is initially $1,100 per share, and declines over time. On
December 15, 2007 we must redeem each outstanding share of Series F preferred
stock for $1,000 per share.
The following table sets forth the name of each selling stockholder, the
number of shares of common stock owned by each selling stockholder as of
December 15, 2000, and the number of shares of common stock that may be offered
by each selling stockholder pursuant to this prospectus. Under many of the
headings in the table below, we have created two columns, which are designed to
reflect the impact that the payment of dividends in shares of Series F preferred
stock may have on the number of shares of common stock sold in this offering.
The selling stockholders may receive up to 17,005 shares of Series F preferred
stock from future dividends, which, as of December 15, 2000, would be
convertible into 1,388,163 shares of common stock. Any of the shares listed
below under the heading "Shares to be offered pursuant to this prospectus" may
be offered for sale by a selling stockholder from
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<PAGE>
time to time. The table also sets forth any position, office or any other
material relationship that any selling stockholder has had with us within the
past three years.
<TABLE>
<CAPTION>
% of common
Number of shares of % of common stock held Shares to be stock held Office,
common stock held by by each selling stockholder offered pursuant by each position or
each selling stockholder before the offering to this prospectus selling relationship
---------------------------------------------------------------------------------- stockholder with
Currently Currently Currently after the Plains
Owned (1) Maximum (2) Owned (1) Maximum(2) Owned (1) Maximum (2) offering (3) Resources
------------ ----------- ------------ ---------- ------------ ----------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
EnCap Energy
Capital Fund III,
L.P................. 1,568,853 1,845,998 7.9 9.1 814,903 1,092,048 4.0 (4)
EnCap Energy
Capital Fund
III-B, L.P............ 1,186,496 1,396,102 6.1 7.1 616,313 825,918 3.0 (4)
BOCP Energy
Partners,
L.P................... 383,873 451,686 2.0 2.4 199,396 267,210 1.0 (4)
Energy Capital
Investment
Company PLC........... 553,980 651,845 3.0 3.4 287,755 385,619 1.4 (4)
Kayne Anderson
Energy Fund, L.P...... 1,785,500 1,924,314 8.9 9.5 408,163 546,978 7.0 (5)
Kayne Anderson
Diversified
Capital Partners,
L.P................... 817,713 845,476 4.4 4.5 81,633 109,396 4.0 (5)
Kayne Anderson
Non-Traditional
Investments, L.P...... 622,941 650,704 3.3 3.5 81,633 109,396 3.0 (5)
Arbco Associates,
L.P................... 1,168,085 1,265,255 6.1 6.6 285,714 382,884 4.7 (5)
Kayne Anderson
Capital Partners,
L.P................... 277,654 284,594 1.5 1.6 20,408 27,349 1.4 (5)
Kayne Anderson
Offshore Limited...... 118,827 121,604 0.6 0.7 8,163 10,940 0.6 (5)
Kayne Anderson
Capital Income
Partners (Q.P.),
L.P................... 81,633 109,396 0.4 0.6 81,633 109,396 0 (5)
Hallco, Inc............ 163,265 218,791 0.9 1.2 163,265 218,791 0 (6)
Buena Vista Four
Associates............ 47,616 61,498 0.3 0.3 40,816 54,698 0.04 (7)
Michael Targoff
Insurance Trust
UAD 1/3/90............ 100,512 114,393 0.5 0.6 40,816 54,698 0.3 (8)
Michael B. Targoff..... 238,777 252,659 1.3 1.4 40,816 54,698 1.1
Newberg Family
Trust DTD 12/18/90.... 81,633 109,396 0.4 0.6 81,633 109,396 0 (9)
EOS Partners, L.P...... 163,265 218,791 1.4 1.7 163,265 218,791 0 (10)
Richard A. Kayne....... 309,795 363,932 1.7 2.0 159,184 213,321 0.8 (5)
John E. Anderson....... 244,898 328,187 1.3 1.8 244,898 328,187 0 (5)
Strome Offshore
Limited............... 682,002 737,528 3.7 4.0 163,265 218,791 2.8 (11)
Strome Hedgecap
Fund L.P.............. 326,117 349,715 1.8 1.9 69,388 92,986 1.4 (11)
Strome Hedgecap
Limited............... 51,231 55,395 0.3 0.3 12,245 16,409 0.2 (11)
Thomas T. Hacking...... 18,327 23,879 0.1 0.1 16,327 21,879 0.01
---------- ---------- ---- ---- --------- --------- -----
Totals 10,992,992 12,381,136 56.9% 62.9% 4,081,631 5,469,777 36.75%
---------- ---------- ---- ---- --------- --------- -----
</TABLE>
____________
(1) Includes that number of shares of common stock into which a selling
stockholder could convert the shares of Series F preferred stock owned by
him as of December 15, 2000.
(2) Represents the maximum number of shares of common stock that a selling
stockholder could acquire upon conversion of shares of Series F preferred
stock owned by him as of December 15, 2000, plus the maximum number of
additional shares of Series F preferred stock that may be issued to him as
dividends.
(3) Consists of shares of common stock owned by selling stockholder as of
December 15, 2000, excluding any
14
<PAGE>
shares of common stock issuable upon conversion of Series F Preferred
Stock.
(4) These selling stockholders are affiliates of EnCap Investments L.C.
Collectively, such selling stockholders own 3,693,202 shares of common
stock, including shares of common stock issuable upon conversion of our
Series F preferred stock and our Series H preferred stock, which
constitutes approximately 20.1 % of our common stock. In connection with
our sale of Series F preferred stock in December, 1999, if EnCap
Investments L.C. requests, we must use reasonable efforts to cause our
board of directors to be expanded and to cause EnCap's nominee to be
elected to our board of directors. EnCap has not yet requested us to take
these steps. EnCap Investments L.L.C., a Delaware Corporation, serves as
general partner for EnCap Energy Capital Fund III, L.P. and EnCap Energy
Capital Fund III-B, L.P. In addition, EnCap Investments L.L.C. serves as
Manager of BOCP Energy Partners, L.P. As such, EnCap Investments L.L.C.
has sole discretion over investments made by these entities. The Managing
Directors of EnCap Investments L.L.C. include Gary R. Petersen, Robert L.
Zorich, D. Martin Phillips, and David B. Miller. Energy Capital Investment
Company PLC has sole discretion over its own investments. The Board of
Directors for Energy Capital Investment Company PLC consists of Peter
Tudball (Chairman), Leo Deschuyteneer, Alan Henderson, James Ladner, Gary
Petersen, and William Vanderfelt.
(5) These selling stockholders are affiliates or clients of Kayne Anderson
Investment Management, Inc. Robert V. Sinnott, a Vice President of Kayne
Anderson, is also one of our directors. Collectively, such selling
stockholders own 5,498,909 shares of common stock, including shares of
common stock issuable upon conversion of our Series F preferred stock and
our Series H preferred stock and the exercise of warrants, which
constitutes approximately 29.9% of our common stock. Richard Kayne owns
75% of KA Holdings, Inc., a California corporation ("KA Holdings"), which
owns all of Kayne Anderson Investment Management, Inc., a Nevada
corporation ("KAIM"). KAIM owns an 83.88% interest in Kayne Anderson
Capital Advisors, L.P. with various individuals owning the rest. Kayne
Anderson Capital Advisors serves as the general partner of and investment
advisor to all of the other of these selling stockholders, other than Kayne
Anderson Offshore Limited, which is a corporation and therefore does not
have a general partner. Kayne Anderson Offshore Limited is wholly owned by
Kayne Anderson Capital Advisors. KAIM has represented to us that each of
its affiliates named as a selling stockholder (i) purchased its shares of
Series F Preferred stock in the ordinary course of business and (ii) at the
time of such purchase, had no agreements or understandings, directly or
indirectly, with any person to distribute such shares.
(6) As reported on Schedule 13D filed on November 1, 1999, Mr. Arthur E. Hall
is the President and controlling stockholder of Hallco, Inc.
(7) We have been advised by Buena Vista IV Associates that the owners of Buena
Vista IV Associates are Kenneth H. Iscol and certain members of his
immediate family.
(8) We have been advised that the trustees of the Michael Targoff Insurance
Trust UAD 1/3/90 are Mr. Richard Kayne and Ms. Cheri Targoff.
(9) We have been advised by the Newberg Family Trust that the ultimate
beneficial owners of the Newberg Family Trust are Mr. Bruce L. Newberg and
Ms. Nancy L. Newberg.
(10) We have been advised by EOS Partners, L.P. that Messrs. Steven Friedman and
Brian D. Young are the general partners of EOS Partners, L.P.
(11) These selling stockholders are affiliates of Strome Investment Management
L.P. Collectively, these selling stockholders own 1,059,350 shares of
common stock, including shares of common stock issuable upon conversion of
our Series F preferred stock and our Series H preferred stock, which
constitutes approximately 5.8% of our common stock. As reported on
Schedule 13G filed on December 31, 1999, SSCO, Inc. is the sole general
partner of Strome Investment Management, L.P. Mark E. Strome is the
trustee of the trust that is the controlling shareholder of SSCO, Inc.
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<PAGE>
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, how these shares are sold will be 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;
. 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; and
. 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; and
. 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 F
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.
16
<PAGE>
We may suspend the use of this prospectus and any supplements hereto
because of 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."
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) that 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/A for the fiscal year ended
December 31, 1999;
. Quarterly Report on Form 10-Q/A for the fiscal quarter ended
March 31, 2000;
. Quarterly Report on Form 10-Q/A for the fiscal quarter ended June
30, 2000;
. Quarterly Report on Form 10-Q/A for the fiscal quarter ended
September 30, 2000;
. Definitive Proxy Statement filed on April 28, 2000;
. Current Report on Form 8-K filed on June 15, 2000;
. Current Report on Form 8-K filed on September 14, 2000;
. Current Report on Form 8-K filed on December 7, 2000; and
. 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 that 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 former general counsel, issued an opinion
to us about the legality of our common stock and beneficially owned 138,316
of our common stock at the time of the issuance of such opinion.
17
<PAGE>
EXPERTS
The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-K of Plains Resources Inc. for the
year ended December 31, 1999 have been so incorporated in reliance on the report
(which contains a statement relating to the Company's restatement as described
in Note 3 to the financial statements) of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
RESERVE ENGINEERS
Information relating to the estimated proved reserves of oil and natural
gas and the related estimates of future net revenues and present values thereof
for certain periods has been prepared by H. J. Gruy and Associates, Inc.,
Netherland, Sewell & Associates, Inc. and Ryder Scott Company, L.P., independent
petroleum engineers, and we have incorporated it by reference into this
prospectus in reliance on the authority of those firms as experts in petroleum
engineering.
18
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is a statement of estimated expenses that we incurred in
connection with the common stock being registered hereby, other than
underwriting discounts and commissions.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee........... $ 18,773
American Stock Exchange Listing Fees.......................... 17,500
Legal Fees and Expenses....................................... 116,500
Accounting Fees and Expenses.................................. 52,000
Miscellaneous................................................. 2,727
--------
Total.................................................... $207,500
========
</TABLE>
Item 15. Indemnification of Directors and Officers
Article Tenth of our Second Restated Certificate of Incorporation provides
that we 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 one of our directors or officers or by reason of the
fact that such director or officer, at our request, 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 our Second Restated Certificate of Incorporation or
bylaws, agreements, vote of stockholders or disinterested directors or
otherwise.
Additionally, Article VIII of our 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 our board of directors, by
independent legal counsel, or by the stockholders, and notwithstanding the
absence of any determination with respect to indemnification. The Bylaws also
specify 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 our best interests, 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 our records or books of account or those of another
enterprise, or on information supplied to him by our officers or those of
another enterprise in the course of their duties, or on the advice of our legal
counsel or that of another enterprise or on information or records given or
reports made to us or another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
us or another enterprise.
Pursuant to Section 145 of the GCL, we generally have the power to
indemnify our 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, our best interests, 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 our right, however,
indemnification is generally limited to attorneys' fees and other expenses and
is not available if such person is adjudged to be liable to us unless the court
determines that indemnification is appropriate. The statute expressly provides
that the power to indemnify authorized thereby is
II-1
<PAGE>
not exclusive of any rights granted under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. We also have the power to
purchase and maintain insurance for such persons.
The above discussion of our Second Restated 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.
We have entered into employment agreements containing indemnification
provisions with Mr. Greg L. Armstrong, our President and Chief Executive Officer
and Harry N. Pefanis, our Executive Vice President - Midstream. Pursuant to
such agreements, we have agreed to indemnify and hold them harmless to the
fullest extent permitted by law, from any loss, damage or liability incurred in
the course of their employment. The amount paid by us is reducible by the
amount of insurance paid to or on their behalf with respect to any event giving
rise to indemnification. Their right to indemnification is to survive their
death or termination of employment and the termination of their employment
agreement. Our board of directors has also authorized an employment agreement
with Mr. William C. Egg, Jr., our Executive Vice President and Chief Operating
Officer - Upstream, which, as authorized, will have indemnification provisions
substantially the same as Messrs. Armstrong's and Pefanis' agreements described
above.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
2.1 -- Stock Purchase Agreement dated as of March 15, 1998, among
Plains Resources Inc., Plains All American Inc. and Wingfoot
Ventures Seven Inc. (incorporated by reference to Exhibit
2(b) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997).
3.1 -- Amendment No. 2 to the Second Amended and Restated Agreement
of Limited Partnership of Plains All American Pipeline, L.P.
(incorporated by reference to Exhibit 3.1 to Plains All
American Pipeline, L.P.'s quarterly report on Form 10-Q for
the period ended September 30, 2000).
4.1 -- Indenture dated as of March 15, 1996, among the Company, the
Subsidiary Guarantors named therein and Texas Commerce Bank
National Association, as Trustee for the Company's 10 1/4%
Senior Subordinated Notes due 2006, Series A and Series B
(incorporated by reference to Exhibit 4(b) to the Company's
Form S-3 (Registration No. 333-1851)).
4.2 -- Indenture dated as of July 21, 1997, among the Company, the
Subsidiary Guarantors named therein and Texas Commerce Bank
National Association, as Trustee for the Company's 10 1/4%
Senior Subordinated Notes due 2006, Series C and Series D
(incorporated by reference to Exhibit 4 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1997).
4.3 -- Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4 to the Company's Form S-1 Registration
Statement (Reg. No. 33-33986)).
4.4 -- Purchase Agreement for Stock Warrant dated May 16, 1994,
between Plains Resources Inc. and Legacy Resources, Co.,
L.P. (incorporated by reference to Exhibit 4(d) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1994).
II-2
<PAGE>
4.5 -- Warrant dated November 12, 1997, to Shell Land & Energy
Company for the purchase of 150,000 shares of Common Stock
(incorporated by reference to Exhibit 4(d) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1997).
4.6 -- Indenture dated as of September 15, 1999, among Plains
Resources Inc., the Subsidiary Guarantors named therein and
Chase Bank of Texas, National Association, as Trustee
(incorporated by reference to Exhibit 4(a) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999).
4.7 -- Registration Rights Agreement dated as of September 22,
1999, among Plains Resources Inc., the Subsidiary Guarantors
named therein, J.P. Morgan Securities Inc. and First Union
Capital Markets Corp. (incorporated by reference to Exhibit
4(b) to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1999).
4.8 -- Stock Purchase Agreement dated as of December 15, 1999,
among Plains Resources Inc. and the purchasers named therein
(incorporated by reference to Exhibit 4(g) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1999).
4.9 -- Amendment to Stock Purchase Agreement dated as of December
17, 1999, among Plains Resources Inc. and the purchasers
named therein (incorporated by reference to Exhibit 4(h) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1999)
+5.1 -- Opinion of Michael R. Patterson, Esq.
10.1 -- Employment Agreement dated as of March 1, 1993, between the
Company and Greg L. Armstrong (incorporated by reference to
Exhibit 10(b) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993).
10.2 -- The Company's 1991 Management Options (incorporated by
reference to Exhibit 4.1 to the Company's Form S-8
Registration Statement (Reg. No. 33-43788)).
10.3 -- The Company's 1992 Stock Incentive Plan (incorporated by
reference to Exhibit 4.3 to the Company's Form S-8
Registration Statement (Reg. No. 33-48610)).
10.4 -- The Company's Amended and Restated 401(k) Plan (incorporated
by reference to Exhibit 10(d) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996).
10.5 -- The Company's 1996 Stock Incentive Plan (incorporated by
reference to Exhibit 4 to the Company's Form S-8
Registration Statement (Reg. No. 333-06191)).
10.6 -- Stock Option Agreement dated August 27, 1996 between the
Company and Greg L. Armstrong (incorporated by reference to
Exhibit 10(l) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996).
10.7 -- Stock Option Agreement dated August 27, 1996 between the
Company and William C. Egg Jr. (incorporated by reference to
Exhibit 10(m) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996).
II-3
<PAGE>
10.8 -- First Amendment to the Company's 1992 Stock Incentive Plan
(incorporated by reference to Exhibit 10(n) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996).
10.9 -- Second Amendment to the Company's 1992 Stock Incentive Plan
(incorporated by reference to Exhibit 10(b) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1997).
10.10 -- Fourth Amended and Restated Credit Agreement dated May
22,1998, among the Company and ING (U.S.) Capital
Corporation, et. al. (incorporated by reference to Exhibit
10(y) to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1998)
10.11 -- First Amendment to Plains Resources Inc. 1996 Stock
Incentive Plan dated May 21, 1998 (incorporated by reference
to Exhibit 10(z) to the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1998)
10.12 -- Third Amendment to Plains Resources Inc. 1992 Stock
Incentive Plan dated May 21, 1998 (incorporated by reference
to Exhibit 10(aa) to the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1998)
10.13 -- First Amendment to Fourth Amended and Restated Credit
Agreement dated as of November 17, 1998, among the Company
and ING (U.S.) Capital Corporation, et. al. (incorporated by
reference to Exhibit 10(m) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1998).
10.14 -- Second Amendment to Fourth Amended and Restated Credit
Agreement dated as of March 15, 1999, among the Company and
ING (U.S.) Capital Corporation, et. al. (incorporated by
reference to Exhibit 10(n) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1998).
10.15 -- Employment Agreement dated as of November 23, 1998, between
Harry N. Pefanis and the Company (incorporated by reference
to Exhibit 10(o) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998).
10.16 -- Purchase and Sale Agreement dated June 4, 1999, by and among
the Company, Chevron U.S.A., Inc., and Chevron Pipe Line
Company (incorporated by reference to Exhibit 10(h) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999).
10.17 -- Third Amendment to Fourth Amended and Restated Credit
Agreement dated June 21, 1999, among the Company and ING
(U.S.) Capital Corporation, et. al. (incorporated by
reference to Exhibit 10(p) to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1999).
10.18 -- Second Amendment to Plains Resources 1996 Stock Incentive
Plan dated May 20, 1999 (incorporated by reference to
Exhibit 10(q) to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1999).
10.19 -- Fourth Amendment to Fourth Amended and Restated Credit
Agreement dated September 15, 1999, among the Company and
First Union National Bank, et al. (incorporated by reference
to Exhibit 10(q) to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30,
1999).
II-4
<PAGE>
10.20 -- Fifth Amendment to Fourth Amended and Restated Credit
Agreement dated December 1, 1999, among the Company and
First Union National Bank, et al. (incorporated by reference
to Exhibit 10(t) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999).
10.21 -- Sixth Amendment to the Fourth Amended and Restated Credit
Agreement dated June 12, 2000, among the Company and First
Union National Bank, et al. (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2000).
10.22 -- Seventh Amendment to Fourth Amended and Restated Credit
Agreement, dated as of October 11, 2000 by and among Plains
Resources Inc., First Union National Bank as Agent and the
Lenders named therein (incorporated by reference to the
Company's quarterly report on Form 10-Q for the period ended
September 30, 2000).
10.23 -- Contribution, Conveyance and Assumption Agreement among
Plains All American Pipeline, L.P. and certain other parties
dated as of November 23, 1998 (incorporated by reference to
Exhibit 10.03 to Annual Report on Form 10-K for Plains All
American Pipeline, L.P. for the Year Ended December 31,
1998).
10.24 -- Plains All American Inc., 1998 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.04 to Annual Report
on Form 10-K for Plains All American Pipeline, L.P. for the
Year Ended December 31, 1998).
10.25 -- Plains All American Inc., 1998 Management Incentive Plan
Plains All American Inc., 1998 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.05 to Annual Report
on Form 10-K for Plains All American Pipeline, L.P. for the
Year Ended December 31, 1998).
10.26 -- Crude Oil Marketing Agreement among Plains Resources Inc.,
Plains Illinois Inc., Stocker Resources, L.P., Calumet
Florida, Inc. and Plains Marketing, L.P. dated as of
November 23, 1998 (incorporated by reference to Exhibit
10.07 to Annual Report on Form 10-K for Plains All American
Pipeline, L.P. for the Year Ended December 31, 1998).
10.27 -- Omnibus Agreement among Plains Resources Inc., Plains All
American Pipeline, L.P., Plains Marketing, L.P., All
American Pipeline, L.P., and Plains All American Inc. dated
as of November 23, 1998 (incorporated by reference to
Exhibit 10.08 to Annual Report on Form 10-K for Plains All
American Pipeline, L.P. for the Year Ended December 31,
1998).
10.28 -- Transportation Agreement dated July 30, 1993, between All
American Pipeline Company and Exxon Company, U.S.A.
(incorporated by reference to Exhibit 10.9 to Registration
Statement filed by Plains All American Pipeline, L.P., file
No. 333-64107).
10.29 -- Transportation Agreement dated August 2, 1993, between All
American Pipeline Company and Texaco Trading and
Transportation Inc., Chevron U.S.A. and Sun Operating
Limited Partnership (incorporated by reference to Exhibit
10.10 to
II-5
<PAGE>
Registration Statement filed by Plains All American
Pipeline, L.P., file No. 333-64107).
10.30 -- Form of Transaction Grant Agreement (Payment on Vesting)
(incorporated by reference to Exhibit 10.12 to Registration
Statement filed by Plains All American Pipeline, L.P., file
No. 333-64107).
10.31 -- First Amendment to Contribution, Conveyance and Assumption
Agreement dated as of December 15, 1998 (incorporated by
reference to Exhibit 10.13 to Annual Report on Form 10-K for
Plains All American Pipeline, L.P. for the Year Ended
December 31, 1998).
10.32 -- Agreement for Purchase and Sale of Membership Interest in
Scurlock Permian LLC between Marathon Ashland LLC and Plains
Marketing, L.P. dated as of March 17, 1999 (incorporated by
reference to Exhibit 10.16 to Annual Report on Form 10-K for
Plains All American Pipeline, L.P. for the Year Ended
December 31, 1998).
10.33 -- Asset Sales Agreement between Chevron Pipe Line Company and
Plains Marketing, L.P. dated as of April 16, 1999
(incorporated by reference to Exhibit 10.17 to Quarterly
Report on Form 10-Q for Plains All American Pipeline, L.P.
for the Quarter Ended March 31, 1999).
10.34 -- Transaction Grant Agreement with Greg L. Armstrong
(incorporated by reference to Exhibit 10.20 to Registration
Statement on Form S-1 for Plains All American Pipeline,
L.P., file no. 333-86907).
10.35 -- Pipeline Sale and Purchase Agreement dated January 31, 2000,
among Plains All American Pipeline, L.P., All American
Pipeline, L.P., El Paso Natural Gas Company and El Paso
Pipeline Company (incorporated by reference to Exhibit 10.27
to Annual Report on Form 10-K for Plains All American
Pipeline, L.P. for the Year Ended December 31, 1999).
10.36 -- Credit Agreement [Letter of Credit and Hedged Inventory
Facility] dated May 8, 2000, among Plains Marketing, L.P.,
All American Pipeline, L.P., Plains All American Pipeline,
L.P. and Fleet National Bank and certain other lenders.
(incorporated by reference to Exhibit 10.01 to the Quarterly
Report on Form 10-Q for Plains All American Pipeline, L.P.
for the quarterly period ended March 31, 2000).
10.37 -- Credit Agreement [Revolving Credit Facility] dated May 8,
2000, among Plains Marketing, L.P., All American Pipeline,
L.P., Plains All American Pipeline, L.P. and Fleet National
Bank and certain other lenders (incorporated by reference to
Exhibit 10.02 to the Quarterly Report on Form 10-Q for
Plains All American Pipeline, L.P. for the quarterly period
ended March 31, 2000).
+23.1 - Consent of Michael R. Patterson, Esq. (contained in
Exhibit 5).
II-6
<PAGE>
++23.2 - Consent of PricewaterhouseCoopers LLP
+23.3 - Consent of Netherland, Sewell & Associates, Inc.
+23.4 - Consent of H.J. Gruy and Associates, Inc.
+23.5 - Consent of Ryder Scott Company, L.P.
+24.1 - Powers of Attorney (included at page II-4 of this
Registration Statement as originally filed).
____________
+ Previously filed.
++ Filed herewith.
II-7
<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) that,
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 that 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. If 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, then 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-8
<PAGE>
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 amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 9th day of
January, 2001.
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 amendment
to Registration Statement has been signed by the following persons, in the
capacities indicated on the 9th day of January, 2001.
Signature Capacity
--------- --------
/s/ Greg L. Armstrong President, Chief Executive Officer and
---------------------------------- Director (Principal Executive Officer)
Greg L. Armstrong
/s/ Jerry L. Dees* Director
----------------------------------
Jerry L. Dees
/s/ Tom H. Delimitros* Director
----------------------------------
Tom H. Delimitros
/s/ Cynthia A. Feeback Vice President - Accounting and
---------------------------------- Assistant Treasurer (Principal
Cynthia A. Feeback Accounting Officer)
/s/ William M. Hitchcock* Director
----------------------------------
William M. Hitchcock
/s/ Phillip D. Kramer Executive Vice President, Treasurer and
---------------------------------- Chief Financial Officer (Principal
Phillip D. Kramer Financial Officer)
II-9
<PAGE>
/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
*By: /s/ Phillip D. Kramer
Phillip D. Kramer, as attorney-in-fact
for the persons indicated
II-10
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
------
2.1 -- Stock Purchase Agreement dated as of March 15, 1998, among Plains
Resources Inc., Plains All American Inc. and Wingfoot Ventures Seven
Inc. (incorporated by reference to Exhibit 2(b) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997).
3.1 -- Amendment No. 2 to the Second Amended and Restated Agreement of
Limited Partnership of Plains All American Pipeline, L.P.
(incorporated by reference to Exhibit 3.1 to Plains All American
Pipeline, L.P.'s quarterly report on Form 10-Q for the period ended
September 30, 2000).
4.1 -- Indenture dated as of March 15, 1996, among the Company, the
Subsidiary Guarantors named therein and Texas Commerce Bank National
Association, as Trustee for the Company's 10 1/4% Senior Subordinated
Notes due 2006, Series A and Series B (incorporated by reference to
Exhibit 4(b) to the Company's Form S-3 (Registration No. 333-1851)).
4.2 -- Indenture dated as of July 21, 1997, among the Company, the Subsidiary
Guarantors named therein and Texas Commerce Bank National Association,
as Trustee for the Company's 10 1/4% Senior Subordinated Notes due
2006, Series C and Series D (incorporated by reference to Exhibit 4 to
the Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1997).
4.3 -- Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4 to the Company's Form S-1 Registration Statement (Reg. No.
33-33986)).
4.4 -- Purchase Agreement for Stock Warrant dated May 16, 1994, between
Plains Resources Inc. and Legacy Resources, Co., L.P. (incorporated by
reference to Exhibit 4(d) to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1994).
4.5 -- Warrant dated November 12, 1997, to Shell Land & Energy Company for
the purchase of 150,000 shares of Common Stock (incorporated by
reference to Exhibit 4(d) to the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1997).
4.6 -- Indenture dated as of September 15, 1999, among Plains Resources Inc.,
the Subsidiary Guarantors named therein and Chase Bank of Texas,
National Association, as Trustee (incorporated by reference to Exhibit
4(a) to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1999).
4.7 -- Registration Rights Agreement dated as of September 22, 1999, among
Plains Resources Inc., the Subsidiary Guarantors named therein, J.P.
Morgan Securities Inc. and First Union Capital Markets Corp.
(incorporated by reference to Exhibit 4(b) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
1999).
4.8 -- Stock Purchase Agreement dated as of December 15, 1999, among Plains
Resources Inc. and the purchasers named therein (incorporated by
reference to Exhibit 4(g) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999).
4.9 -- Amendment to Stock Purchase Agreement dated as of December 17, 1999,
among Plains Resources Inc. and the purchasers named therein
(incorporated by reference to Exhibit 4(h) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1999)
+5.1 -- Opinion of Michael R. Patterson, Esq.
<PAGE>
10.1 -- Employment Agreement dated as of March 1, 1993, between the Company
and Greg L. Armstrong (incorporated by reference to Exhibit 10(b) to
the Company's Annual Report on Form 10-K for the year ended December
31, 1993).
10.2 -- The Company's 1991 Management Options (incorporated by reference to
Exhibit 4.1 to the Company's Form S-8 Registration Statement (Reg. No.
33-43788)).
10.3 -- The Company's 1992 Stock Incentive Plan (incorporated by reference to
Exhibit 4.3 to the Company's Form S-8 Registration Statement (Reg. No.
33-48610)).
10.4 -- The Company's Amended and Restated 401(k) Plan (incorporated by
reference to Exhibit 10(d) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996).
10.5 -- The Company's 1996 Stock Incentive Plan (incorporated by reference to
Exhibit 4 to the Company's Form S-8 Registration Statement (Reg. No.
333-06191)).
10.6 -- Stock Option Agreement dated August 27, 1996 between the Company and
Greg L. Armstrong (incorporated by reference to Exhibit 10(l) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1996).
10.7 -- Stock Option Agreement dated August 27, 1996 between the Company and
William C. Egg Jr. (incorporated by reference to Exhibit 10(m) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1996).
10.8 -- First Amendment to the Company's 1992 Stock Incentive Plan
(incorporated by reference to Exhibit 10(n) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996).
10.9 -- Second Amendment to the Company's 1992 Stock Incentive Plan
(incorporated by reference to Exhibit 10(b) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1997).
10.10 -- Fourth Amended and Restated Credit Agreement dated May 22,1998, among
the Company and ING (U.S.) Capital Corporation, et. al. (incorporated
by reference to Exhibit 10(y) to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1998)
10.11 -- First Amendment to Plains Resources Inc. 1996 Stock Incentive Plan
dated May 21, 1998 (incorporated by reference to Exhibit 10(z) to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1998)
10.12 -- Third Amendment to Plains Resources Inc. 1992 Stock Incentive Plan
dated May 21, 1998 (incorporated by reference to Exhibit 10(aa) to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1998)
10.13 -- First Amendment to Fourth Amended and Restated Credit Agreement dated
as of November 17, 1998, among the Company and ING (U.S.) Capital
Corporation, et. al. (incorporated by reference to Exhibit 10(m) to
the Company's Annual Report on Form 10-K for the year ended December
31, 1998).
10.14 -- Second Amendment to Fourth Amended and Restated Credit Agreement dated
as of March 15, 1999, among the Company and ING (U.S.) Capital
Corporation, et. al. (incorporated by reference to Exhibit 10(n) to
the Company's Annual Report on Form 10-K for the year ended December
31, 1998).
<PAGE>
10.15 -- Employment Agreement dated as of November 23, 1998, between Harry N.
Pefanis and the Company (incorporated by reference to Exhibit 10(o) to
the Company's Annual Report on Form 10-K for the year ended December
31, 1998).
10.16 -- Purchase and Sale Agreement dated June 4, 1999, by and among the
Company, Chevron U.S.A., Inc., and Chevron Pipe Line Company
(incorporated by reference to Exhibit 10(h) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1999).
10.17 -- Third Amendment to Fourth Amended and Restated Credit Agreement dated
June 21, 1999, among the Company and ING (U.S.) Capital Corporation,
et. al. (incorporated by reference to Exhibit 10(p) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1999).
10.18 -- Second Amendment to Plains Resources 1996 Stock Incentive Plan dated
May 20, 1999 (incorporated by reference to Exhibit 10(q) to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1999).
10.19 -- Fourth Amendment to Fourth Amended and Restated Credit Agreement dated
September 15, 1999, among the Company and First Union National Bank,
et al. (incorporated by reference to Exhibit 10(q) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1999).
10.20 -- Fifth Amendment to Fourth Amended and Restated Credit Agreement dated
December 1, 1999, among the Company and First Union National Bank, et
al. (incorporated by reference to Exhibit 10(t) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1999).
10.21 -- Sixth Amendment to the Fourth Amended and Restated Credit Agreement
dated June 12, 2000, among the Company and First Union National Bank,
et al. (incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2000).
10.22 -- Seventh Amendment to Fourth Amended and Restated Credit Agreement,
dated as of October 11, 2000 by and among Plains Resources Inc., First
Union National Bank as Agent and the Lenders named therein
(incorporated by reference to the Company's quarterly report on Form
10-Q for the priod ended September 30, 2000).
10.23 -- Contribution, Conveyance and Assumption Agreement among Plains All
American Pipeline, L.P. and certain other parties dated as of November
23, 1998 (incorporated by reference to Exhibit 10.03 to Annual Report
on Form 10-K for Plains All American Pipeline, L.P. for the Year Ended
December 31, 1998).
10.24 -- Plains All American Inc., 1998 Long-Term Incentive Plan (incorporated
by reference to Exhibit 10.04 to Annual Report on Form 10-K for Plains
All American Pipeline, L.P. for the Year Ended December 31, 1998).
10.25 -- Plains All American Inc., 1998 Management Incentive Plan Plains All
American Inc., 1998 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.05 to Annual Report on Form 10-K for Plains
All American Pipeline, L.P. for the Year Ended December 31, 1998).
10.26 -- Crude Oil Marketing Agreement among Plains Resources Inc., Plains
Illinois Inc., Stocker Resources, L.P., Calumet Florida, Inc. and
Plains Marketing, L.P. dated as of November 23,
<PAGE>
1998 (incorporated by reference to Exhibit 10.07 to Annual Report on
Form 10-K for Plains All American Pipeline, L.P. for the Year Ended
December 31, 1998).
10.27 -- Omnibus Agreement among Plains Resources Inc., Plains All American
Pipeline, L.P., Plains Marketing, L.P., All American Pipeline, L.P.,
and Plains All American Inc. dated as of November 23, 1998
(incorporated by reference to Exhibit 10.08 to Annual Report on Form
10-K for Plains All American Pipeline, L.P. for the Year Ended
December 31, 1998).
10.28 -- Transportation Agreement dated July 30, 1993, between All American
Pipeline Company and Exxon Company, U.S.A. (incorporated by reference
to Exhibit 10.9 to Registration Statement filed by Plains All American
Pipeline, L.P., file No. 333-64107).
10.29 -- Transportation Agreement dated August 2, 1993, between All American
Pipeline Company and Texaco Trading and Transportation Inc., Chevron
U.S.A. and Sun Operating Limited Partnership (incorporated by
reference to Exhibit 10.10 to Registration Statement filed by Plains
All American Pipeline, L.P., file No. 333-64107).
10.30 -- Form of Transaction Grant Agreement (Payment on Vesting) (incorporated
by reference to Exhibit 10.12 to Registration Statement filed by
Plains All American Pipeline, L.P., file No. 333-64107).
10.31 -- First Amendment to Contribution, Conveyance and Assumption Agreement
dated as of December 15, 1998 (incorporated by reference to Exhibit
10.13 to Annual Report on Form 10-K for Plains All American Pipeline,
L.P. for the Year Ended December 31, 1998).
10.32 -- Agreement for Purchase and Sale of Membership Interest in Scurlock
Permian LLC between Marathon Ashland LLC and Plains Marketing, L.P.
dated as of March 17, 1999 (incorporated by reference to Exhibit 10.16
to Annual Report on Form 10-K for Plains All American Pipeline, L.P.
for the Year Ended December 31, 1998).
10.33 -- Asset Sales Agreement between Chevron Pipe Line Company and Plains
Marketing, L.P. dated as of April 16, 1999 (incorporated by reference
to Exhibit 10.17 to Quarterly Report on Form 10-Q for Plains All
American Pipeline, L.P. for the Quarter Ended March 31, 1999).
10.34 -- Transaction Grant Agreement with Greg L. Armstrong (incorporated by
reference to Exhibit 10.20 to Registration Statement on Form S-1 for
Plains All American Pipeline, L.P., file no. 333-86907).
10.35 -- Pipeline Sale and Purchase Agreement dated January 31, 2000, among
Plains All American Pipeline, L.P., All American Pipeline, L.P., El
Paso Natural Gas Company and El Paso Pipeline Company (incorporated by
reference to Exhibit 10.27 to Annual Report on Form 10-K for Plains
All American Pipeline, L.P. for the Year Ended December 31, 1999).
10.36 -- Credit Agreement [Letter of Credit and Hedged Inventory Facility]
dated May 8, 2000, among Plains Marketing, L.P., All American
Pipeline, L.P., Plains All American Pipeline, L.P. and
<PAGE>
Fleet National Bank and certain other lenders. (incorporated by
reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q for
Plains All American Pipeline, L.P. for the quarterly period ended
March 31, 2000).
10.37 -- Credit Agreement [Revolving Credit Facility] dated May 8, 2000, among
Plains Marketing, L.P., All American Pipeline, L.P., Plains All
American Pipeline, L.P. and Fleet National Bank and certain other
lenders (incorporated by reference to Exhibit 10.02 to the Quarterly
Report on Form 10-Q for Plains All American Pipeline, L.P. for the
quarterly period ended March 31, 2000).
+23.1 -- Consent of Michael R. Patterson, Esq. (contained in Exhibit 5).
++23.2 -- Consent of PricewaterhouseCoopers LLP
+23.3 -- Consent of Netherland, Sewell & Associates, Inc.
+23.4 -- Consent of H.J. Gruy and Associates, Inc.
+23.5 -- Consent of Ryder Scott Company, L.P.
+24.1 -- Powers of Attorney (included at page II-4 of this Registration
Statement as originally filed).
________
+ Previously filed.
++ Filed herewith.
