Plains Petroleum Company and Subsidiaries - Page 40




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          that same period.  The Tri-Power properties generated a total net           
          cash-flow in the amount of $6,819,185 during the period 1987                
          through 1997.                                                               
               B.   Pursuit of the Tri-Power Properties                               
               After the acquisition, petitioner continued to market                  
          production from its preacquisition properties primarily to KN               
          Energy.  As management continued to evaluate the Tri-Power                  
          properties, petitioner divested itself of certain properties and            
          pursued others.                                                             
               Upon acquisition of Tri-Power, petitioner inventoried the              
          acquired properties and identified certain properties for                   
          disposal.  On the basis of past experience, petitioner's                    
          management was not interested in retaining the Tri-Power                    
          properties located in California, Kentucky, and Pennsylvania.               
          Additionally, petitioner decided not to pursue development of               
          certain Tri-Power properties located in the Northern Rocky                  
          Mountains, an area with geologic faults that is difficult to                
          explore.                                                                    
               Petitioner pursued development of the Tri-Power properties             
          located in the Meeteetse field.  Petitioner sought and acquired             
          the right to operate the Meeteetse wells, giving it the power to            
          control both the costs and the timing of work done on the                   
          property.  Additionally, petitioner successfully pursued and                
          acquired additional working interests in the Meeteetse field.               





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