Plains Petroleum Company and Subsidiaries - Page 24




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          interests, both developed and undeveloped, (6) information                  
          concerning 4 major leased, but undrilled, prospects in which Tri-           
          Power had an interest, (7) a list of Tri-Power's unleased,                  
          geologically-geophysically defined prospects, and (8) schedules             
          showing Tri-Power's tax losses.  Larry A. Martin, of LAM, was a             
          well-known petroleum engineer.                                              
               During October 1986, Mr. Billings contacted Dwight Cassell,            
          TPC's contact person with respect to the sale of its subsidiary,            
          Tri-Power.  Mr. Cassell, a petroleum geologist, served as Tri-              
          Power's exploration manager.  On October 2, 1986, following a               
          telephone conversation with Mr. Cassell earlier that day, Mr.               
          Billings wrote a letter to Mr. Cassell describing petitioner's              
          objectives and intentions as follows:  "Plains is seeking a Gulf            
          Coast presence and hopes to seek property acquisitions from                 
          there.  It will probably explore in only modest amounts in the              
          current economic climate."  By letter dated October 2, 1986, TPC            
          offered to sell two of its subsidiaries, Tri-Power and Bonanza              
          Petroleum, Inc. (Bonanza), to petitioner.                                   
                    The assets of Tri-Power and * * * [Bonanza] are                   
               being offered for sale.  These assets include 100                      
               percent of the stock of Tri-Power and Bonanza, which in                
               turn represents ownership in producing oil and gas                     
               wells, non-producing prospective leaseholds, unleased                  
               oil and gas prospects plus office equipment and                        
               records.  The data transmitted herewith provides the                   
               basis for determining worth of both producing                          
               properties and non-producing leaseholds that relate to                 
               defined drillable prospects.                                           






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