<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Plains Petroleum Company
------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
726529 10 0
--------------
(CUSIP Number)
Louis G. Baldwin
Senior Vice President
and Chief Financial Officer
Cross Timbers Oil Company
810 Houston Street, Suite 2000
Fort Worth, Texas 76102
(817) 870-2800
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 13, 1995
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
Page 1 of 11
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 726529 10 0
-----------
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cross Timbers Oil Company
-------------------------
75-2347769
----------
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ] b) [X]
WTW Properties, Inc. is a wholly owned subsidiary of Cross Timbers Oil
----------------------------------------------------------------------
Company.
--------
These companies could be deemed to be a group by virtue of this
---------------------------------------------------------------
relationship.
-------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
WC, BK
------
- --------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization
Delaware
--------
- --------------------------------------------------------------------------------
7) Sole Voting Power
Number of Shares 644,400
Beneficially Owned -------
by Each Reporting -------------------------------------------------------
Person With 8) Shared Voting Power
100
---
-------------------------------------------------------
9) Sole Dispositive Power
644,400
-------
-------------------------------------------------------
10) Shared Dispositive Power
100
---
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
644,500
-------
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
6.6%
----
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
CO
--
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Page 2 of 11
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 726529 10 0
-----------
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WTW Properties, Inc.
--------------------
75-2579542
----------
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ] b) [X]
WTW Properties, Inc. is a wholly owned subsidiary of Cross Timbers Oil
----------------------------------------------------------------------
Company.
--------
These companies could be deemed to be a group by virtue of this
---------------------------------------------------------------
relationship.
-------------
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
WC
--
- --------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization
Texas
-----
- --------------------------------------------------------------------------------
7) Sole Voting Power
Number of Shares
Beneficially Owned ------------------------------------------------------
by Each Reporting 8) Shared Voting Power
Person With 100
---
------------------------------------------------------
9) Sole Dispositive Power
------------------------------------------------------
10) Shared Dispositive Power
100
---
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
100
---
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
0.0%
----
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
CO
--
- --------------------------------------------------------------------------------
Page 3 of 11
<PAGE>
Pursuant to Section 101(a)(2)(ii) of Regulation S-T, this Amendment No. 4
restates the entire text of the Schedule 13D dated September 16, 1994, as
amended by Amendments No. 1, 2 and 3 dated October 20, 1994, November 14, 1994
and February 9, 1995, respectively (the initial Schedule 13D, together with all
such amendments, being referred to herein as the "Schedule 13D"). In addition,
the information reported in Item 4 of this Amendment No. 4 is amended from the
Schedule 13D.
Item 1. Security and Issuer
This statement on Schedule 13D relates to shares of common stock, par value
$.01 per share ("Common Stock"), of Plains Petroleum Company, a Delaware
corporation ("the Issuer"). The address of the principal executive office of
the Issuer is 12596 West Bayaud, P.O. Box 281306, Lakewood, Colorado 80228.
Item 2. Identity and Background
This statement on Schedule 13D is filed by Cross Timbers Oil Company, a
Delaware corporation ("Cross Timbers") and WTW Properties, Inc., a Texas
corporation and a newly formed and wholly owned subsidiary of Cross Timbers
("WTWP"). Cross Timbers is engaged in the acquisition, exploitation and
development of producing oil and gas properties and the marketing and
transportation of oil and natural gas. The address of the principal business
office of Cross Timbers and WTWP is 810 Houston Street, Suite 2000, Fort Worth,
Texas 76102.
The name, business address and present principal occupation or employment for
each executive officer and director of Cross Timbers and WTWP, and the name of
the organization in which such employment is conducted, are set forth in
Schedule I for Cross Timbers and Schedule III for WTWP, attached hereto and
incorporated herein by reference. Each such person is a citizen of the United
States.
Neither Cross Timbers nor WTWP, nor, to the best of Cross Timbers' or WTWP's
knowledge, any of the persons listed on Schedule I or Schedule III attached
hereto, has during the last five years been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, and
as a result of such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Purchases of Common Stock, at a total cost of $14.98 million, were funded by
Cross Timbers' working capital and borrowings under its Second Amended and
Restated Revolving Credit and Term Loan Agreement dated October 25, 1993, among
Cross Timbers, Morgan Guaranty Trust Company of New York ("Morgan Guaranty") and
NationsBank of Texas, N.A., as Co-Agents, and Morgan Guaranty as Administrative
Bank and the Banks parties thereto, as amended.
Item 4. Purpose of Transaction
Cross Timbers has acquired the Common Stock referred to in Item 5 because it
believes that the underlying value of the Issuer's assets is not adequately
reflected in trading prices of the Common Stock. Additionally, Cross Timbers'
position in the Issuer's equity could serve as a basis for a possible attempt by
Cross Timbers to acquire control of the Issuer, if Cross Timbers should decide
to do so. Cross Timbers has met with management of the Issuer to discuss the
possibility of a merger of the Issuer and Cross Timbers
Page 4 of 11
<PAGE>
although no specific terms were proposed or discussed. Management of the Issuer
has, to date, expressed no interest in such a transaction.
Cross Timbers continues to have an interest in pursuing a business
combination transaction with the Issuer. It believes that a combination of the
Issuer and itself would result in important cost savings and operating
efficiencies, and that the combined companies would hold a unique oil and gas
reserve base. Alternatively, Cross Timbers may decide to hold a significant
position in the Common Stock and seek representation on the Board of Directors
of the Issuer in order to influence management to take specific steps to enhance
shareholder value.
Cross Timbers continues to monitor and evaluate its investment in the Issuer
in light of various factors including the Issuer's operating results, financial
condition and prospects, price levels of the Common Stock, general market and
economic conditions and other opportunities available to Cross Timbers. Cross
Timbers may acquire additional Common Stock through open market purchases or
other transactions, maintain its current equity position or dispose of a portion
or all of its Common Stock.
In a news release dated October 20, 1994, the Issuer announced that it has
hired investment advisors to help it "study strategic alternatives in light of a
recent Schedule 13-D filing by Cross Timbers Oil Co." Cross Timbers is
reconsidering all of its own alternatives concerning its ownership of Common
Stock in light of the Issuer's announcement.
On October 20, 1994, Cross Timbers issued a news release which is attached
hereto as Exhibit C and incorporated herein by reference.
On November 14, 1994, Cross Timbers sent a letter to the Issuer, a copy of
which is attached hereto as Exhibit D and incorporated herein by reference.
On November 18, 1994, Cross Timbers received a letter from the Issuer, a copy
of which is attached hereto as Exhibit E and incorporated herein by reference.
On February 9, 1995, Cross Timbers sent a notice of intent to nominate
candidates for the board of directors of the Issuer, a copy of which is attached
hereto as Exhibit F and incorporated herein by reference.
Item 4 is hereby amended in its entirety to read as follows:
On April 12, 1995, Cross Timbers entered into an agreement to acquire natural
gas producing properties, a gathering system and a gas processing plant from
Santa Fe Minerals Inc. for $130 million. Subject to completion of this
transaction, which is expected around August 1, Cross Timbers does not currently
intend to pursue a business combination with the Issuer. Accordingly, Cross
Timbers does not currently plan to enter into a confidentiality agreement with
the Issuer or to seek confidential financial and operating information from the
Issuer which might be available as part of the Issuer's previously announced
search for possible business combinations, including an acquisition of the
Issuer. Cross Timbers currently intends to maintain its equity position in the
Issuer pending completion of the Issuer's business combination search. However,
Cross Timbers will continually review its position in the Issuer and may,
depending on a number of factors (including other investment opportunities and
money market and stock market conditions), decide to dispose of all or some
portion of its position in the Common Stock.
Other than as set forth above, Cross Timbers currently has no plans or
proposals which relate to or would result in any of the actions set forth in
parts (b) through (j) of Item 4. However, Cross Timbers reserves the right to
determine at a future date to take one or more of such actions.
Page 5 of 11
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) As of April 18, 1995, Cross Timbers beneficially owns 644,500 shares of
Common Stock or approximately 6.6% of the Issuer's outstanding shares of
9,815,826 at March 15, 1995, as reported in its Annual Report on Form 10-K for
the year ended December 31, 1994 ("Outstanding Shares"), and WTWP owns
beneficially and of record 100 shares of Common Stock (less than 1% of the
Outstanding Shares).
Mr. J. Luther King, Jr., a director of Cross Timbers, is a director, the
president and majority shareholder of Luther King Capital Management Corporation
("LKCM"), an investment management firm. Clients of LKCM own 131,600 shares of
Common Stock, or approximately 1.3% of the Issuer's outstanding Common Stock, in
portfolio accounts managed by LKCM and over which LKCM has voting and investment
discretion. Additionally, 40,800 shares of Common Stock, or approximately 0.4%
of the Issuer's outstanding Common Stock, are owned by LKCM Investment
Partnership ("Investment Partnership"). Mr. King is the general partner and
portfolio manager of the Investment Partnership, and LKCM and an affiliated
company are also limited partners of the Investment Partnership. The Common
Stock owned by portfolio accounts managed by LKCM and the Common Stock owned by
the Investment Partnership were acquired prior to any acquisition of Common
Stock by Cross Timbers and prior to any notification to Mr. King that management
of Cross Timbers recommended the investment in the Common Stock by Cross Timbers
described herein.
Mr. George Wyper, a director of Cross Timbers, is a Managing Director of E.M.
Warburg Pincus & Co., Inc. ("Warburg Pincus"), an investment management and
venture capital firm. Clients of Warburg Pincus own 200 shares of Common Stock
(less than 1% of the Issuer's outstanding Common Stock) in portfolio accounts
managed by Warburg Pincus and over which Warburg Pincus has sole voting and
investment discretion. Mr. Wyper disclaims beneficial ownership of Common Stock
held in accounts managed by Warburg Pincus.
Cross Timbers has no voting or investment power with respect to, and
disclaims beneficial ownership of, the Common Stock owned by the Investment
Partnership, or held in accounts managed by LKCM or Warburg Pincus. In
addition, Cross Timbers disclaims the formation of a group with LKCM, the
Investment Partnership or Warburg Pincus. To the best of Cross Timbers'
knowledge, no other person named in Item 2 owns any Common Stock.
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission that Cross Timbers, Mr. King or Mr. Wyper
beneficially owns the shares of the Issuer's Common Stock owned by the
Investment Partnership, or held in the accounts managed by LKCM or Warburg
Pincus, or that Mr. King or Mr. Wyper has formed a group with Cross Timbers for
purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any
other purpose.
(b) Cross Timbers has the sole voting power and dispositive power with
respect to the 644,400 shares of Common Stock it beneficially owns, and Cross
Timbers and WTWP share voting power and dispositive power with respect to the
100 shares of Common Stock owned beneficially and of record by WTWP.
Because Mr. King is a director, the president and majority shareholder of
LKCM, he has the sole voting power and dispositive power with respect to the
131,600 shares of Common Stock held in client accounts managed by LKCM. In
addition, by reason of Mr. King's relationship to the Investment Partnership,
Mr. King has the sole voting and dispositive power with respect to the 40,800
shares of Common Stock owned by the Investment Partnership. Mr. Wyper has no
voting power or dispositive power with respect to the 200 shares of Common Stock
held in client accounts managed by Warburg Pincus and disclaims beneficial
ownership thereof.
(c) Schedule II, attached hereto and incorporated herein by reference, lists
all transactions in the Common Stock effected from the 60 days preceding or on
September 19, 1994 through April 18, 1995, by
Page 6 of 11
<PAGE>
Cross Timbers or WTWP or, to the knowledge of Cross Timbers or WTWP, of any of
the persons listed on Schedule I or Schedule III attached hereto.
(d) No other person is known by Cross Timbers or WTWP to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock beneficially owned by Cross Timbers or WTWP
described in Item 5(a) above.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
To the best of Cross Timbers' or WTWP's knowledge, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2, or between any of the persons named in Item 2 and any
other persons, with respect to the Common Stock.
Item 7. Material to be Filed as Exhibits
Page
----
Exhibit A- Second Amended and Restated Revolving Credit
and Term Loan Agreement dated October 25,
1993, among Cross Timbers and certain
commercial banks named therein is
incorporated by reference to Exhibit 10.4 to
Cross Timbers' Report on Form 10-Q/A,
Amendment No. 1, for the quarterly period
ended June 30, 1994
Exhibit B- First Amendment dated June 30, 1994 to
Second Amended and Restated Revolving Credit
and Term Loan Agreement dated October 25,
1993, among Cross Timbers and certain
commercial banks named therein is
incorporated by reference to Exhibit 10.1 to
Cross Timbers' Report on Form 10-Q/A,
Amendment No. 1, for the quarterly period
ended June 30, 1994
Exhibit C- Cross Timbers Oil Company News Release dated
October 20, 1994 *
Exhibit D- Letter dated November 14, 1994 to Mr. James
A. Miller, Chairman and Chief Executive
Officer of Plains Petroleum Company from Mr.
Jon Brumley, Chairman of Cross Timbers Oil
Company *
Exhibit E- Letter dated November 17, 1994 from Mr.
James A. Miller, Chairman and Chief
Executive Officer of Plains Petroleum
Company to Mr. Jon Brumley, Chairman of
Cross Timbers Oil Company *
Exhibit F- Notice of Intent to Nominate Candidates for
the Board of Directors of Plains Petroleum
Company dated February 9, 1995, to Plains
Petroleum Company from Cross Timbers Oil
Company *
* Previously filed as an exhibit to the Schedule 13D
Page 7 of 11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CROSS TIMBERS OIL COMPANY
By: LOUIS G. BALDWIN
-----------------------------------------
Louis G. Baldwin
Senior Vice President and Chief Financial
Officer
WTW PROPERTIES, INC.
Date: April 18, 1995 By: LOUIS G. BALDWIN
-----------------------------------------
Louis G. Baldwin
Vice President and Chief Financial Officer
Page 8 of 11
<PAGE>
SCHEDULE I to SCHEDULE 13D
The following is a list of all executive officers of Cross Timbers and
their present principal office held. The business address for each of these
executive officers is 810 Houston Street, Suite 2000, Fort Worth, Texas, 76102.
Name Present Principal Office Held
- ------------------------- ----------------------------------------------
Jon Brumley Chairman of the Board of Directors
Bob R. Simpson Vice Chairman of the Board of Directors and
Chief Executive Officer
Steffen E. Palko Vice Chairman of the Board of Directors and
President
Louis G. Baldwin Senior Vice President and Chief Financial
Officer
Bennie G. Kniffen Senior Vice President and Controller
Kenneth F. Staab Senior Vice President of Engineering
Keith A. Hutton Senior Vice President - Asset Development
Larry B. McDonald Senior Vice President - Operations
Thomas L. Vaughn Senior Vice President - Operations
Vaughn O. Vennerberg II Senior Vice President - Land
The following is a list of all directors (with exception of Messrs.
Brumley, Simpson and Palko who are listed above), their business address and
present principal employment and employer.
Name and Business Address Present Principal Employment and Employer
- ------------------------- ----------------------------------------------
Charles B. Chitty Retired Chief Financial Executive, The Lupton
701 Tallan Building Company
Two Union Square
Chattanooga, TN 37402
J. Luther King, Jr. President, Principal and Portfolio
301 Commerce Street, Suite 1600 Manager/Analyst, Luther King Capital
Fort Worth, TX 76102 Management Corporation
Scott G. Sherman Owner, Scott Sherman Enterprise
777 Taylor Street, Suite 1135
Fort Worth, TX 76102
George U. Wyper Managing Director, E.M. Warburg Pincus & Co.,
E.M. Warburg Pincus & Co., Inc. Inc.
466 Lexington Ave., 10th Floor
New York, NY 10017
Page 9 of 11
<PAGE>
SCHEDULE II to SCHEDULE 13D
The following lists all Common Stock transactions effected by Cross Timbers or
WTWP from 60 days preceding or on September 19, 1994 through April 18, 1995.
All purchases were open market transactions. To the best of Cross Timbers' or
WTWP's knowledge, no Common Stock transactions were effected by any persons
listed in Schedule I or Schedule III attached hereto from the 60 days preceding
or on September 19, 1994 through April 18, 1995.
<TABLE>
<CAPTION>
Number Price
Date of Shares per Share
-------- --------- ---------
<S> <C> <C>
Purchases by Cross Timbers:
9/9/94 5,500 $22.125
9/12/94 500 22.375
9/12/94 5,000 22.500
9/12/94 20,400 22.625
9/12/94 33,000 22.750
9/14/94 3,700 22.875
9/14/94 1,900 23.000
9/14/94 1,500 23.125
9/14/94 13,500 23.250
9/15/94 3,600 23.500
9/15/94 6,000 23.625
9/16/94 700 23.750
9/16/94 17,400 23.875
9/16/94 20,500 24.000
9/16/94 1,700 24.125
9/16/94 46,200 24.250
9/19/94 20,100 23.750
9/19/94 6,000 23.875
9/19/94 20,500 24.000
9/19/94 200 24.125
9/19/94 6,600 24.250
9/19/94 1,000 24.500
9/29/94 3,500 26.375
10/3/94 16,000 26.375
10/3/94 50,000 26.250
10/3/94 7,000 26.250
10/4/94 12,500 26.375
10/5/94 5,500 26.125
Transfer from Cross Timbers to WTWP:
2/7/95 100 -
</TABLE>
Page 10 of 11
<PAGE>
SCHEDULE III to SCHEDULE 13D
The following is a list of all executive officers of WTWP, their present
principal office held and their present principal employment and employer. The
business address for each of these executive officers is 810 Houston Street,
Suite 2000, Fort Worth, Texas 76102.
Name and
Present Principal Office Held Present Principal Employment and Employer
- ----------------------------- -----------------------------------------
Jon Brumley Chairman of the Board of Directors,
Chairman of Cross Timbers
the Board of Directors
Bob R. Simpson Vice Chairman of the Board of Directors
Vice Chairman of and Chief Executive Officer, Cross
the Board of Directors Timbers
and Chief Executive Officer
Steffen E. Palko Vice Chairman of the Board of Directors
Vice Chairman of and President, Cross Timbers
the Board of Directors
and President
Louis G. Baldwin Senior Vice President and Chief
Vice President and Financial Officer, Cross Timbers
Chief Financial Officer
Bennie G. Kniffen Senior Vice President and Controller,
Vice President and Cross Timbers
Controller
The following is a list of all directors of WTWP and their present
principal employment and employer. The business address for each of these
directors is 810 Houston Street, Suite 2000, Fort Worth, Texas 76102.
Name Present Principal Employment and Employer
- ----------------------------- -----------------------------------------
Jon Brumley Chairman of the Board of Directors,
Cross Timbers
Bob R. Simpson Vice Chairman of the Board of Directors
and Chief Executive Officer, Cross
Timbers
Steffen E. Palko Vice Chairman of the Board of Directors
and President, Cross Timbers
Page 11 of 11
