EXHIBIT 4(d)
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.
PLAINS RESOURCES INC.
Warrant 1
Warrant for the Purchase of Shares of Common Stock
150,000 shares
FOR VALUE RECEIVED, PLAINS RESOURCES INC., a Delaware corporation (the
"Company"), hereby certifies that SHELL LAND & ENERGY COMPANY, or its permitted
assigns (the "Holder"), is entitled to purchase from the Company, at any time
or from time to time commencing on the date hereof and prior to 5:00 P.M.,
Houston time then current, on November 12, 2002, 150,000 fully paid and
non-assessable shares of the common stock, $.10 par value per share, of the
Company for a purchase price per share of $25.00 (the "Per Share Warrant
Price"). (Hereinafter, (i) said common stock, together with any other equity
securities which may be issued by the Company with respect thereto or in
substitution therefor, is referred to as the "Common Stock," (ii) the shares of
the Common Stock purchasable hereunder are referred to as the "Warrant Shares,"
(iii) the aggregate purchase price payable hereunder for the Warrant Shares is
referred to as the "Aggregate Warrant Price," and (iv) this Warrant and all
warrants hereafter issued in exchange or substitution for this Warrant are
referred to as the "Warrant".) The Aggregate Warrant Price is not subject to
adjustment. The number of Warrant Shares and the Per Share Warrant Price is
subject to adjustment as hereinafter provided.
1. Exercise of Warrant. This Warrant may be exercised, in whole at any
time or in part from time to time, commencing on the date hereof, and prior to
5:00 P.M., Houston time then current, on November 12, 2002, by the Holder by the
surrender of this Warrant (with the subscription form at the end hereof duly
executed) at the Company's offices in Houston, Texas, together with proper
payment of the Aggregate Warrant Price, or the proportionate part thereof if
this Warrant is exercised in part. Payment for Warrant Shares shall be made by
certified or cashier's bank check payable to the order of the Company. If this
Warrant is exercised in part, this Warrant must be exercised for a number of
whole shares of the Common Stock, and the Holder is entitled to receive a new
Warrant covering the Warrant Shares which have not been exercised. Upon such
surrender of this Warrant, the Company will (a) issue a certificate or
certificates in the name of the Holder for the largest number of whole shares of
the Common Stock to which the Holder shall be entitled (no fractional shares
being issuable upon exercise of this Warrant), and deliver the other securities
and properties receivable upon the exercise of this Warrant, or the
proportionate part thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant. The Company shall pay all taxes and other expenses
payable in connection the preparation, execution and delivery of stock
certificates pursuant to this Section 1. Unless and until the Warrant Shares are
registered under the Securities Act of 1933, as amended (the "Act") as provided
for in Exhibit A-3 to the Exchange Agreement pursuant to which this Warrant has
been issued, certificates evidencing the Warrant Shares issued upon exercise of
this Warrant shall bear a restrictive legend regarding limitations on
transferability of such shares.
1
2. Reservation of Warrant Shares; Listing. The Company agrees that,
prior to the expiration of this Warrant, the Company will at all times (a) have
authorized and in reserve, and will keep available, solely for issuance or
delivery upon the exercise of this Warrant, the shares of the Common Stock and
other securities and properties as from time to time shall be receivable upon
the exercise of this Warrant, and (b) keep the shares of the Common Stock
receivable upon the exercise of this Warrant listed upon notice of issuance on
the American Stock Exchange or such other national securities exchange as the
Common Stock of the Company may be listed from time to time.
3. Protection Against Dilution.
(a) In case the Company shall hereafter (i) pay a dividend or make a
distribution on its capital stock in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares, (iii)
combine its outstanding shares of Common Stock into a smaller number of shares
or (iv) issue by reclassification of its Common Stock other securities of the
Company, the kind and amount of Common Stock and other securities shall be
adjusted so that the Holder of this Warrant upon the exercise hereof shall be
entitled to receive the number of shares of Common Stock or other securities of
the Company which he would have owned immediately following such action had this
Warrant been exercised immediately prior thereto. An adjustment made pursuant to
this Subsection 3(a) shall become effective immediately after the record date in
the case of a stock dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. If, as a result of an adjustment made pursuant to this
Subsection 3(a), the Holder of this Warrant thereafter surren-dered for exercise
shall become entitled to receive shares of two or more classes of capital stock
or shares of Common Stock and other securities of the Company, the Board of
Directors (whose determination shall be made in its reasonable judgment) shall
determine the allocation of the adjusted Per Share Warrant Price between or
among shares of such classes or capital stock or shares of Common Stock and
other securities.
(b) In case of any capital reorganization or reclassification, or any
consolidation or merger to which the Company is a party other than a merger or
consolidation in which the Company is a continuing corporation, or in case of
any sale or conveyance to another entity of the property of the Company as an
entirety or substantially as an entirety, or in the case of any statutory
exchange of securities with another corporation (including any exchange effected
in connection with a merger of a third corporation into the Company), the Holder
of this Warrant shall have the right thereafter to convert this Warrant into the
kind and amount of securities, cash or other property which he would have owned
or have been entitled to receive immediately after such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
had this Warrant been converted immediately prior to the effective date of such
reorganization, reclassification, consolidation, merger, statutory exchange,
sale or conveyance and in any such case, if necessary, appropriate adjustment
shall be made in the application of the provisions set forth in this Section 3
with respect to the rights and interests thereafter of the Holder of this
Warrant to the end that the provisions set forth in this Section 3 shall
thereafter correspondingly be made applicable, as nearly as may reasonably be,
in relation to any shares of stock or other securities or property thereafter
deliverable on the exercise of this Warrant. The above provisions of this
Subsection 3(b) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, statutory exchanges, sales or
conveyances. In the event of a statutory merger, the issuer of any shares of
stock or other securities or property
2
thereafter deliverable on the exercise of this Warrant shall be responsible for
all of the agreements and obligations of the Company hereunder. Notice of any
such reorganization, reclassification, consolidation, merger, statutory
exchange, sale or conveyance and of said provisions so proposed to be made,
shall be mailed to the Holder of this Warrant not less than 20 days prior to
such event.
(c) Whenever the number of Warrant Shares purchasable upon the exercise
of this Warrant is adjusted, as herein provided, the Per Share Warrant Price
shall be adjusted by multiplying such Per Share Warrant Price immediately prior
to such adjustment by a fraction, of which the numerator shall be the number of
Warrant Shares purchasable upon exercise of this Warrant immediately prior to
such adjustment, and of which the denominator shall be the number of Warrant
Shares so purchasable immediately thereafter.
(d) Whenever the number of Warrant Shares purchasable upon the exercise
of this Warrant or the Per Share Warrant Price is adjusted, as herein provided,
the Company shall promptly mail by first class mail, postage prepaid to the
Holder notice of such adjustment setting forth a brief statement of the facts
requiring such adjustment and the computation by which such adjustment was made.
(e) In the event that the Company issues securities, makes a
distribution to its stockholders or undertakes some other capital change or
transaction that the Company's Board of Directors in its reasonable judgment
determines is an issuance, distribution, change or transaction that warrants an
adjustment similar to those provided in this Section 3 based upon the intent
hereof but with respect to which the provisions hereof are not specifically
applicable, adjustments to the number of shares or other securities purchasable
and the price of shares or other securities comparable to those provided in this
Section 3 shall be made as a result of such issuance, distribution, change or
transaction.
4. Fully Paid Stock. The Company agrees that the shares of the Common
Stock represented by each and every certificate for Warrant Shares delivered on
the exercise of this Warrant shall, at the time of such delivery, be validly
issued and outstanding, fully paid and non-assessable, and not subject to
preemptive rights.
5. Limited Transferability. This Warrant is transferable or assignable
by the Holder and is so transferable only upon the books of the Company which it
shall cause to be maintained for the purpose. The Company may treat the
registered Holder of this Warrant as he or it appears on the Company's books at
any time as the Holder for all purposes. Any Warrant issued upon the transfer or
assignment of this Warrant will be dated the same date as this Warrant.
Provided, however, this Warrant may not be transferred unless it is registered
under the Act, or an exemption from such registration is available.
6. Loss, etc., of Warrant. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of
indemnity reasonably satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver to the Holder a new Warrant of like date, tenor and
denomination.
3
7. Warrant Holder Not Shareholder. Except as otherwise provided herein,
this Warrant does not confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a shareholder, prior
to the exercise hereof.
8. Headings. The headings of this Warrant have been inserted as a matter
of convenience and shall not affect the construction hereof.
9. Applicable Law. This Warrant shall be governed by and construed in
accordance with the law of the State of Delaware without giving effect to the
principles of conflicts of law thereof.
IN WITNESS WHEREOF, PLAINS RESOURCES INC. has caused this Warrant to be
signed by its President or Vice President this 12th day of November, 1997.
PLAINS RESOURCES INC.
By: /s/
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
4
SUBSCRIPTION
The undersigned, ___________________, pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe for and purchase ______________
shares of the Common Stock of PLAINS RESOURCES INC. covered by said Warrant,
and makes payment therefor in full at the price per share provided by said
Warrant.
Dated: ______________
Signature: ____________________________
Address:
_______________________________________
_______________________________________
_______________________________________
ASSIGNMENT
FOR VALUE RECEIVED ________________________ hereby sells, assigns and
transfers unto _________________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
__________________, attorney, to transfer said Warrant on the books of PLAINS
RESOURCES INC.
Dated: _______________
Signature:______________________________
Address:
_______________________________________
_______________________________________
_______________________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED _________________________ hereby assigns and
transfers unto ________________________ the right to purchase _________ shares
of the Common Stock of PLAINS RESOURCES INC. by the foregoing Warrant, and a
proportionate part of said Warrant and the rights evidenced hereby, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of said Warrant on the books of PLAINS RESOURCES INC.
Dated: ______________
Signature: _____________________________
Address:
_______________________________________
_______________________________________
_______________________________________
5