Plains Petroleum Company and Subsidiaries - Page 15




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          opportunities.  One of those was Equitable Oil, a potential                 
          acquisition target that had also been recommended to petitioner             
          by its investment banking firm, Kidder Peabody.  During June                
          1986, Mr. Jackson traveled to New York to meet with Equitable               
          Oil's management.  Consideration of the acquisition of Equitable            
          Oil, however, was deferred until the conclusion of the Brock                
          Exploration deal.                                                           
               At the August 8-9, 1986, meeting of petitioner's board, Mr.            
          Billings reported on petitioner's ongoing acquisition efforts,              
          including two specific targets:                                             
               Mr. Billings reviewed the status of acquisition                        
               activities including a general description of two                      
               potential acquisition candidates that are currently                    
               being evaluated by the Company's staff and outside                     
               consultants.  Mr. Billings indicated that because the                  
               process of gathering information on these acquisition                  
               candidates had not been completed, no specific                         
               proposals would be brought before the Board at this                    
               time.  Mr. Billings indicated, however, that a                         
               recommendation with respect to at least one candidate                  
               should be finalized in the next few weeks.                             
               Sometime during the summer of 1986, as negotiations with               
          Brock Exploration continued, petitioner commissioned an                     
          independent petroleum engineering firm to prepare a reserve                 
          report relating to Brock Exploration's reserves.  Mr. Jackson               
          directed petitioner to engage an independent reserve study for              
          the Brock Exploration acquisition because he wanted to avoid any            
          appearance that his longtime friendship with Mr. Brock, the owner           
          of Brock Exploration, influenced the transaction.  On September             





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