Samson Investment Company and Subsidiaries - Page 15

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          retained earnings deficit of $55,279,302 and reduced paid-in                
          capital by $6,404,957.                                                      
               The purpose of CDC's amended plan was to ensure that its               
          creditors received as much as possible in the ultimate sale of              
          CDC's assets or stock.                                                      
          The Samson Acquisition                                                      
               Samson was created and incorporated on June 26, 1986.3  At             
          the time it acquired CDC, Samson, together with its affiliated              
          subsidiaries, was a privately held diversified group of                     
          corporations.  While some members of the Samson group had been              
          involved in the oil and natural gas industry as working interest            
          owners and operators of oil and natural gas properties, the                 
          historical businesses of the Samson group did not include                   
          contract drilling.  The Samson group's practice had been to hire            
          drilling contractors to supply the drilling rigs, drilling rig              
          equipment, and rig crews necessary to drill the wells it operated           
          or jointly owned.                                                           
               By late 1985 or early 1986, the Samson group determined that           
          market conditions made it an economically attractive time to                
          examine the prospect of acquiring drilling rigs or contract                 
          drilling businesses.  In 1986, rigs and rig equipment could be              
          acquired through negotiated asset purchases, auctions, and                  
          acquisitions of drilling companies.                                         

               3  On June 26, 1986, the Samson group formed Samson                    
          Investment Co. as a holding company.  However, members of the               
          Samson group had been engaged in the oil and gas business since             
          1971.                                                                       


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