- 23 -                                         
          Although it presented the investment package to numerous parties,           
          Tri-Power failed to attract any investors.18  Sometime during               
          July or August 1986, TPC decided sell Tri-Power in its entirety.            
          II. Petitioner's Acquisition of Tri-Power                                   
               A.   TPC's Offer                                                       
               Tri-Power first came to petitioner's attention about the               
          time that the Brock Exploration deal collapsed.  Laura Dichter,             
          an independent oil and gas landman out of Denver, Colorado,                 
          identified Tri-Power as a possible acquisition candidate for                
          petitioner.  Sometime during early September 1986, Ms. Dichter              
          delivered to Mr. Reed, petitioner's vice president of finance, a            
          package of materials containing information about Tri-Power and             
          its properties.  The package included the following:  (1) A list            
          showing the average monthly production of Tri-Power's 79                    
          producing wells for the first half of 1986, (2) excerpts from the           
          February 17, 1986, L.A. Martin & Associates, Inc. (LAM), "Reserve           
          Estimate and Economic Analysis" report, effective as of January             
          1, 1986 (the 1986 LAM reserve report), (3) LAM's updated                    
          production history curves (through June 1986), (4) monthly                  
          production statistics for each of Tri-Power's 79 wells from                 
          inception to the most recent information then available, (5)                
          descriptions and locations for all of Tri-Power's leasehold                 
          18   Although Tri-Power found no investors for its development              
          proposal, it did sell one minor property during that period.                
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