Edgar Filing: PLAINS RESOURCES INC

OMB Number: 3235-0145
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UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)*

PLAINS RESOURCES, INC.
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(Name of Issuer)

COMMON STOCK
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(Title of Class of Securities)

726540503
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(CUSIP Number)

DAVID J. SHLADOVSKY, C/O KAYNE ANDERSON CAPITAL ADVISORS, L.P.
1800 AVENUE OF THE STARS, SECOND FLOOR, LOS ANGELES, CA 90067
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

06/05/2001
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(Date of Event which Requires Piling 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-l(b) (3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the 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-l(a) for other parties to whom copies are to be
sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

PAGE 1 OF 9

CUSIP NO. 726540503 SCHEDULE 13D PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

(A) KAYNE ANDERSON CAPITAL ADVISORS, L.P. - 95-4486379
(B) RICHARD A. KAYNE - 124-34-0063
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY

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4 SOURCE OF FUNDS*

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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
(A) IS A CALIFORNIA LIMITED PARTNERSHIP
(B) IS A U.S. CITIZEN
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7 SOLE VOTING POWER
(A) 0
NUMBER OF (B) 88,602
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY (A) 2,155,680
EACH (B) 2,155,680
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH (A) 0
(B) 88,602
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
(A) 2,155,680
(B) 2,155,680
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
(A) 2,155,680
(B) 2,244,282
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
(A) 10.43%
(B) 10.86%
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12 TYPE OF REPORTING PERSON*
(A) IA
(B) IN
--------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGE 2 OF 9

CUSIP NO. 726540503 SCHEDULE 13D PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

KAYNE ANDERSON ENERGY FUND, L.P. - 95-4669026
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

A CALIFORNIA LIMITED PARTNERSHIP
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7 SOLE VOTING POWER

NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 966,827
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER

966,827
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

966,827
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.68%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*

PN
--------------------------------------------------------------------------------

*SEE INSTRUCTIONS BEFORE FILLING OUT!

PAGE 3 OF 9

United States
Securities and Exchange Commission

SCHEDULE 13D
AMENDMENT NO. 12

*********************

ITEM 1. SECURITY AND ISSUER

Common Stock, with $0.01 Par Value.

Plains Resources, Inc.
1600 Smith Street, Suite 1500
Houston, TX 77002-7346

ITEM 2. IDENTITY AND BACKGROUND

a. KAYNE ANDERSON INVESTMENT MANAGEMENT, INC.

Kayne Anderson Investment Management, Inc. (KAIM, Inc.), a Nevada
corporation, serves as general partner of Kayne Anderson Capital
Advisors, L.P. (KACA, LP), a California limited partnership. KACA, LP
is an investment adviser registered under the Investment Advisers Act.
It serves as general partner of and investment adviser to six
investment funds named Arbco Associates, L.P., Kayne, Anderson
Non-Traditional Investments, L.P., Kayne Anderson Diversified Capital
Partners, L.P. and Kayne Anderson Capital Partners, L.P., each a
California limited partnership, and Kayne Anderson Energy Fund, L.P.,
Kayne Anderson Capital Income Partners (QP), L.P., each a Delaware
limited partnership. KACA, LP also serves as investment adviser to
other clients, including Kayne, Anderson Offshore Limited, a British
Virgin Islands corporation. The principal business address of KAIM,
Inc., KACA, LP and the six investment limited partnerships is 1800
Avenue of the Stars, Second Floor, Los Angeles, California 90067.

During the past five years, none of KAIM, Inc., KACA, LP, or the six
investment limited partnerships has been convicted in a criminal
proceeding nor has any of them been a party to a civil proceeding of a
judicial or administrative body or the subject of any judgments,
decrees or final orders from the regulatory bodies.

b. RICHARD A. KAYNE

Mr. Kayne, a U.S. citizen, is President, Chief Executive Officer and
Director of KAIM, Inc. He also serves as Management Committee Co-Chair
and Chief Executive Officer of Kayne Anderson Rudnick Investment
Management, LLC, a California limited liability company (KARIM, LLC),
and President and Director of KA Associates, Inc., a Nevada
corporation (KA). KARIM, LLC is a registered investment adviser. KA is
a registered broker/dealer. The principal business address of KARIM,
LLC and KA is 1800 Avenue of the Stars, Second Floor, Los Angeles, CA
90067.

Mr. Kayne is the controlling shareholder of KAIM, Inc., KARIM, LLC and
KA.

PAGE 4 OF 9

During the past five years, none of Mr. Kayne, KARIM, LLC, or KA has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), nor has any of them been a party to a civil
proceeding of a judicial or administrative body or the subject of any
judgments, decrees or final orders from the regulatory bodies.

c. The following persons (in addition to Mr. Kayne) are officers and/or
directors of one or more of KAIM, Inc. and KARIM, LLC. Each such
person is a U.S. citizen whose address is 1800 Avenue of the Stars,
Second Floor, Los Angeles, California 90067. During the past five
years, none of such persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor
has any of them been a party to a civil proceeding of a judicial or
administrative body or the subject of any judgments, decrees or final
orders from the regulatory bodies.

JOHN E. ANDERSON. Chairman of Topa Equities, Ltd., a diversified
investment company located at 1800 Avenue of the Stars, Suite 1400,
Los Angeles, California 90067. Mr. Anderson is also Director of KAIM,
Inc. and KA.

ALLAN M. RUDNICK. Management Committee Co-Chair, President and
Chief Investment Officer of KARIM, LLC.

RALPH C. WALTER. Management Committee Member of KARIM, LLC, Chief
Operating Officer and Treasurer of KARIM, LLC,
KAIM, Inc. and KA.

HOWARD M. ZELIKOW. Vice President and Director of KAIM, Inc.

ROBERT V. SINNOTT. Vice President of KAIM, Inc.
Director of Plains Resources, Inc.

DAVID J. SHLADOVSKY. General Counsel and Secretary of KARIM, LLC,
KAIM, Inc. and KA.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Investment partnership funds were derived by a combination of cash contributions
to the partnerships by the limited partners and, additionally, from the use of
margin by certain of the partnerships.

ITEM 4. PURPOSE OF TRANSACTION

The shares of the issuer were purchased for investment purposes. Richard A.
Kayne, KACA, LP, KARIM, LLC, on behalf of themselves and their managed accounts,
will consider making further sales or purchases of the shares.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

a. KACA, LP and Richard A. Kayne report beneficial ownership of 2,155,680 and
2,253,261 shares, representing 10.43% and 10.86% of the shares outstanding,
respectively.

b. KACA, LP has shared voting and dispositive power (with Richard A. Kayne) over
its 2,155,680 shares. Richard A. Kayne has sole voting and dispositive power
over 88,602 shares and shared voting and dispositive power (with KACA, LP or
KARIM, LLC) over 2,155,680 shares, together representing 10.43% of the
outstanding shares of the common stock of the issuer.

PAGE 5 OF 9

The shares over which Mr. Kayne has sole voting and dispositive power are
held by him directly or by accounts for which he serves as trustee or custodian.
The shares over which Mr. Kayne and KACA, LP have shared voting and dispositive
power are held by accounts for which KACA, LP serves as investment adviser (and,
in some cases, as general partner). The shares over which Mr. Kayne and KARIM,
LLC have shared voting and dispositive power are held by accounts for which
KARIM, LLC serves as investment adviser.

KACA, LP disclaims beneficial ownership of the shares reported, except
those shares attributable to it by virtue of its general partner interests in
certain limited partnerships holding such shares. Mr. Kayne disclaims beneficial
ownership of the shares reported, except those shares held by him or
attributable to him by virtue of his limited partner interests in such limited
partnerships and by virtue of his indirect interest in the interest of KACA, LP
in such limited partnerships.

c. Distributions of, conversions into, buy of and sale of the shares were made
as follows:

Common Stock Stock
Date Type # of shares Price Where/how transaction effected
-------- ---- ----------- ------- ------------------------------

05/09/01 Conversion* 2,031,381 $15.00 With Issuer
05/11/01 Sale 272,700 $26.28 American Stock Exchange
05/14/01 Sale 50,000 $26.57 American Stock Exchange
05/15/01 Sale 38,700 $26.73 American Stock Exchange
05/16/01 Sale 50,400 $26.71 American Stock Exchange
05/17/01 Sale 140,000 $26.59 American Stock Exchange
05/18/01 Sale 24,100 $26.53 American Stock Exchange
05/21/01 Sale 24,100 $26.24 American Stock Exchange
05/29/01 Sale 1,000 $25.30 American Stock Exchange
05/31/01 Distribution 40,800 $25.00 Distribution to Limited Partner
06/05/01 Distribution 142,100 $25.20 Distribution to Limited Partner
06/05/01 Sale 9,800 $25.16 American Stock Exchange
06/06/01 Sale 35,000 $25.27 American Stock Exchange
06/08/01 Conversion 91,489 $15.00 With Issuer
06/08/01 Sale 866,517 $25.00 Private Transaction

* Preferred stock converted to common stock at original conversion price.

d. Not applicable

e. Not applicable

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

Not applicable

PAGE 6 OF 9

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.

June 14, 2001
------------------------------------------------
Date

/s/ Richard A. Kayne
------------------------------------------------
Richard A. Kayne

KAYNE ANDERSON CAPITAL ADVISORS, L.P.

By: Kayne Anderson Investment Management, Inc.

By: /s/ David J. Shladovsky
-----------------------------------
David J. Shladovsky, Secretary

PAGE 7 OF 9

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
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This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and between the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.

/s/ Richard A. Kayne
--------------------------------------------------
Richard A. Kayne

/s/ David J. Shladovsky
--------------------------------------------------

Kayne Anderson Capital Advisors, L.P., by
David J. Shladovsky, Secretary of
Kayne Anderson Investment Management, Inc.,
general partner

PAGE 8 OF 9

EXHIBIT TO SCHEDULE 13D, AMENDMENT NO. 12 OF FILING CONCERNING
PLAINS RESOURCES, INC.

Filing Parties Shares
-------------- -----------

Kayne Anderson Capital Advisors, L.P.

o Managed Investment Limited Partnerships 2,028,645

o Other Managed Accounts 127,035

Richard A. Kayne

Direct ownership 88,602
---------
Total 2,244,282

PAGE 9 OF 9