<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Plains Resources Inc.
--------------------------------------------------------------------------
(Name of Subject Company (Issuer))
Plains Resources Inc. (Offeror and Issuer)
--------------------------------------------------------------------------
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
Series G Cumulative Convertible Preferred Stock
--------------------------------------------------------------------------
(Title of Class of Securities)
N/A
--------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Tim Moore
Plains Resources Inc
500 Dallas, Suite 700
Houston, Texas 77002
(713) 654-1414
--------------------------------------------------------------------------
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With copies to:
John A. Watson
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
Telephone: (713) 651-5151
Facsimile: (713) 651-5246
CALCULATION OF FILING FEE
--------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
$85,804,500.00 $17,160.90
--------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the exchange of all of the outstanding shares of Series G
Cumulative Convertible Preferred Stock. The amount of the filing fee is based
upon the book value of the securities acquired pursuant to Rule 0-11.
[X] Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $17,160.90 Filing Party: Plains Resources Inc.
------------- ----------------------
Form or Registration No.: Schedule TO Date Filed: November 30, 2000
------------- -------------------------
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [x]
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed on November 30, 2000, as previously amended by Amendment No. 1
to the Schedule TO on December 12, 2000, relating to the offer (the "Exchange
Offer") by Plains Resources Inc., a Delaware corporation (the "Company"), to
exchange 171,609 shares of Series G Cumulative Convertible Preferred Stock for
171,609 shares of Series H Convertible Preferred Stock, upon the terms and
subject to the conditions contained in the Offering Circular and Notice of
Redemption dated November 30, 2000, the Offering Circular and Notice of
Redemption Supplement dated December 12, 2000 and the Letter of Transmittal.
Copies of the Offering Circular and Notice of Redemption dated November 30,
2000 and the Letter of Transmittal were filed previously as exhibits (a) (1)
(ii) and (a) (1) (iii), respectively, to the Schedule TO, and the Offering
Circular and Notice of Redemption Supplement dated December 12, 2000 was filed
previously as exhibit (a) (i) (iv) to Amendment No. 1 to the Schedule TO.
The Exchange Offer expired at 5:00 p.m., Houston, Texas time, on December
28, 2000. A total of 169,571 shares of Series G Cumulative Convertible
Preferred Stock out of the 171,609 shares of Series G Cumulative Convertible
Preferred Stock outstanding were properly tendered and not withdrawn prior to
the expiration of the Tender Offer. All of the shares of Series G Cumulative
Convertible Preferred Stock tendered to the Company in the Exchange Offer were
accepted by the Company. Each share of Series G Cumulative Convertible
Preferred Stock tendered to the Company was exchanged for one share of Series H
Convertible Preferred Stock, plus $11.62 in cash representing an amount equal to
the accrued and unpaid dividends to December 29, 2000 on a share of Series G
Cumulative Convertible Preferred Stock. Delivery of shares of Series H
Convertible Preferred Stock and payment of amounts representing accrued and
unpaid dividends exchanged for shares of Series G Cumulative Convertible
Preferred Stock tendered to the Company will occur as soon as practicable.
1,825 shares of Series G Cumulative Convertible Preferred Stock were
converted prior to December 27, 2000 into a total of 62,226 shares of the
Company's common stock, par value $.10. As announced in the Offering Circular
and Notice of Redemption dated November 30, 2000, the remaining 213 shares of
Series G Cumulative Convertible Preferred Stock were redeemed on December 31,
2000.
1
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
By: /s/ Cynthia A. Feeback
--------------------------------------
Name: Cynthia A. Feeback
Title: Vice President - Accounting and
Assistant Treasurer
Dated: January 4, 2001
2
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
(a)(1)(i) Cover Letter to Offering Circular and Notice of Redemption.*
(a)(1)(ii) Offering Circular and Notice of Redemption dated as of November
30, 2000.*
(a)(1)(iii) Letter of Transmittal.*
(a)(1)(iv) Offering Circular and Notice of Redemption Supplement dated as of
December 12, 2000.**
(a)(2) None.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Form of Certificate of Designation, Preferences and Rights for
the Series H Convertible Preferred Stock.*
(a)(5)(ii) Form of Second Amendment to Stock Purchase Agreement dated as of
December 28, 2000 by and among the Company and the Purchasers
named therein.*
(a)(5)(iii) Press Release issued on November 30, 2000.**
(b) Not applicable.
(d)(1) Stock Purchase Agreement dated as of July 30, 1998 by and
among the Company and the Purchasers named therein.*
(d)(2) Amendment to Stock Purchase Agreement dated as of January 31,
2000 by and among the Company and the Purchasers named therein.*
(g) Not applicable.
(h) Not applicable.
-----------
* Previously filed on Schedule TO.
** Previously filed on Amendment No. 1 to Schedule TO.
