SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ------ SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1995
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ------ SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD FROM TO
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Commission file number 1-8975
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PLAINS PETROLEUM COMPANY
------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-0928792
- ---------------------------------- -------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
12596 West Bayaud, P.O. Box 281306, Lakewood, Colorado 80228
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 969-9325
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding twelve months, and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 12, 1995
- ------------------------------- ---------------------------
Common Stock, $.01 par value 9,829,118
PLAINS PETROLEUM COMPANY
INDEX
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets -
March 31, 1995 and December 31, 1994 1
Consolidated Statements of Earnings -
quarters ended March 31, 1995
and 1994 2
Consolidated Statements of Cash Flows -
quarters ended March 31, 1995 and 1994 3
Notes to Consolidated Financial Statements 4-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 6. Exhibits and Reports on Form 8-K 12-13
Signatures 14
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
PLAINS PETROLEUM COMPANY
CONSOLIDATED BALANCE SHEETS
(Successful Efforts Accounting Method)
(Note 1)
March 31 December 31
ASSETS IN THOUSANDS 1995 1994
- -----------------------------------------------------------------------------------------
UNAUDITED
CURRENT ASSETS
Cash and equivalents $ 2,001 2,331
Accounts receivable 6,266 7,057
Inventory 647 643
Prepaid expenses 622 422
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Total current assets 9,536 10,453
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PROPERTY AND EQUIPMENT
Oil and gas properties 224,829 221,337
Undeveloped leases 4,601 4,568
Other equipment and assets 8,832 8,627
Accumulated depreciation, depletion
and amortization (92,733) (88,041)
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Net property and equipment 145,529 146,491
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$155,065 $156,944
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-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $1,338 $2,245
Undistributed production receipts 1,052 2,025
Accrued taxes 2,985 2,069
Accrued lease costs 1,118 994
Other accruals 1,102 1,199
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Total current liabilities 7,595 8,532
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LONG-TERM DEBT (Note 2) 34,500 37,000
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DEFERRED INCOME TAXES (Note 3) 10,692 10,012
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POSTRETIREMENT BENEFITS 952 927
---- ----
OTHER LONG-TERM LIABILITIES 1,023 1,017
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STOCKHOLDERS' EQUITY
Common stock, 1 CENTS par value; 20 million shares authorized;
9,822,028 and 9,813,055 shares outstanding 98 98
Additional paid-in capital 20,383 20,278
Retained earnings 80,364 79,713
Treasury stock, at cost (542) (633)
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Total stockholders' equity 100,303 99,456
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$155,065 $156,944
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-------- --------
The accompanying notes are an integral part of these financial statements.
PLAINS PETROLEUM COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
Quarter Ended March 31
-----------------------
IN THOUSANDS, EXCEPT PER SHARE UNAUDITED 1995 1994
- ------------------------------------------------------------------------------
REVENUES
Gas sales $12,346 $12,783
Oil sales 6,288 3,393
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18,634 16,176
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OPERATING EXPENSES
Production -
Lease operations 3,519 2,720
Production and property taxes 2,432 1,957
Transportation and processing 821 649
Net profit payments 668 1,288
General and administrative 2,061 1,843
Depreciation, depletion & amortization 4,983 4,467
Exploration 1,694 425
Interest expense, net 584 113
Other income (129) (102)
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16,633 13,360
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EARNINGS BEFORE TAXES 2,001 2,816
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Provision For Income Taxes
Current 81 140
Deferred 680 648
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761 788
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NET EARNINGS $1,240 $2,028
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------ ------
Average Shares Outstanding 9,822 9,800
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NET EARNINGS PER SHARE $ .13 $ .21
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The accompanying notes are an integral part of these financial statements.
2
PLAINS PETROLEUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarter Ended March 31
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IN THOUSANDS UNAUDITED 1995 1994
- ------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net earnings $1,240 $2,028
Adjustments to reconcile earnings
to cash provided by operations:
Depreciation, depletion and amortization 4,983 4,467
Deferred income taxes 680 648
Exploration expense 1,694 425
Postretirement benefits 25 25
Changes in Components of Working Capital:
Accounts receivable 791 443
Prepaid expenses (201) 145
Accounts payable (907) (664)
Undistributed production receipts (973) (694)
Other liabilities 943 447
----- -----
Cash provided by operating activities 8,275 7,270
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INVESTING ACTIVITIES
Capital expenditures
- Exploration and Production (5,225) (1,429)
- Other (116) (718)
Acquisition of oil and gas properties (383) (1,738)
Proceeds from sale of properties 5 519
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Cash used in investing activities (5,719) (3,366)
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FINANCING ACTIVITIES
Repayments of long-term debt (2,500) (3,000)
Dividends paid (589) (588)
Exercised stock options 100
Treasury stock issued (purchased) 96 (1)
Other 7
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Cash used in financing activities (2,886) (3,589)
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(Decrease) increase in cash and equivalents (330) 315
Cash and equivalents at beginning of period 2,331 2,660
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Cash and equivalents at end of period $2,001 $2,975
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The accompanying notes are an integral part of these financial statements.
3
PLAINS PETROLEUM COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1995
Unaudited
- ------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Plains
Petroleum Company and its wholly-owned subsidiaries, which are hereinafter
referred to collectively in these Notes to Consolidated Financial Statements as
the "Company". All significant intercompany transactions have been eliminated
in consolidation. Certain reclassifications have been made to 1994 amounts to
conform to the 1995 presentation. The unaudited March 31, 1995 and 1994
financial statements contain all adjustments (including normal recurring
accruals) which, in the opinion of management, are necessary for a fair
presentation of the results for the interim periods.
The Company considers all short-term, highly liquid investments with a
maturity of three months or less to be cash equivalents. During the first
quarter ended March 31, 1995 and 1994, cash payments made for interest were
$579,000 and $225,000, respectively, and no cash payments were made for income
taxes in either quarter. The Company has not held during the first quarter, or
in any previous periods, any accounts which included derivative securities.
The Company follows the successful efforts method of accounting for its oil
and gas exploration and development activities. Gains or losses from disposal
of properties are recognized currently. Reference should be made to the
Company's 1994 Form 10-K for additional information concerning all other
significant accounting policies, operations and financial condition.
2. LONG-TERM DEBT
On February 17, 1995, a new credit agreement was entered into which
replaced the previous $60 million unsecured, revolving line of credit with a
$150 million bank line. The new bank line has an initial borrowing base
limitation of $110 million, which is to be redetermined annually. Under the new
agreement, outstanding borrowings at the end of the revolving period in January
1997 convert to a six-year term loan. The new agreement also permits the
Company to repurchase its stock in an amount not to exceed $75 million during
the eighteen-month period following the effective date. Subsequent to that
period, aggregate treasury stock purchases and cash dividends for any four
fiscal quarters may not exceed 50% of net earnings for the preceding two years.
The Company is required to pay only interest during the revolving period;
thereafter, principal is to be repaid over six years in equal quarterly
installments beginning in April 1997. Interest accrues, at the Company's
option, at rates equal to the agent bank's prime rate, the domestic certificate
of deposit rate or the London interbank eurodollar rate (LIBOR), in each case
plus a spread ranging from five-eighths of one percent (.625%) to two percent
(2.0%) per annum, depending on the amount of treasury stock the Company has
purchased and the level of the Company's borrowings relative to its borrowing
base. LIBOR was elected for the entire $34 1/2 million outstanding balance at
quarterend at an effective rate of 6.90% per annum.
4
LONG-TERM DEBT (Continued)
In April, 1995, the Company repaid $1 1/2 million under the credit
agreement, reducing the outstanding principal balance of loans to $33 million.
3. INCOME TAXES
Statement of Financial Accounting Standards No. 109 provides that a
deferred tax liability or asset is determined based on the timing differences
between the bases used for financial versus tax reporting of assets and
liabilities as measured by the effective tax rates. For the quarter ended March
31, 1995, the income tax expense equals the amounts computed by applying the
statutory Federal and state income tax rates, totaling 38%.
For the prior year's first quarter, the income tax expense differs from the
amounts computed by applying the statutory rates to earnings before income
taxes. The reasons for these differences are shown as a percent of earnings as
follows:
Statutory income tax rate 34%
State income tax rate 3
Change in valuation allowance (7)
Other items (2)
-------
Effective tax rate 28%
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4. COMMITMENTS AND CONTINGENCIES
On October 20, 1994, the Company issued a press release stating that it had
authorized its financial advisors to help the Company study strategic
alternatives in light of a recent Schedule 13-D filing by Cross Timbers Oil
Company. The press release stated that, as part of the study, the financial
advisors would seek indications of interest from certain possible merger
partners. The press release also indicated that the Company's board had amended
its shareholder rights plan.
On November 2, 1994, a putative class action was filed in Delaware Chancery
Court. In that case, entitled MILLER V. CODY, et al., the plaintiff has alleged
that certain named directors and the Company have, among other things, breached
their fiduciary duties by unreasonably amending the Company's shareholder rights
plan and otherwise acting to entrench themselves in office. Plaintiff seeks
various forms of injunctive relief, damages and an award of plaintiff's costs
and disbursements.
The Company and the named directors deny the allegations of wrongdoing in
the complaint and intend to pursue a vigorous defense. A putative class action
entitled BEHRENS V. MILLER, et al., that was filed on October 21, 1994, was
voluntarily dismissed without prejudice by the plaintiff. The allegations and
relief sought in the BEHRENS case were similar to those in the MILLER action,
described above.
5
COMMITMENTS AND CONTINGENCIES (Continued)
On May 3, 1995, the Company announced it had executed a definitive merger
agreement with Barrett Resources Corporation (Barrett) and a subsidiary thereof.
Also on May 3, 1995, a putative class action, entitled CRANDON CAPITAL PARTNERS
V. JAMES A. MILLER, ET AL., was filed in Delaware Chancery Court against the
Company and the members of its Board of Directors. In this suit it is alleged
that, among other things, the consideration to be paid the Company's
shareholders pursuant to such merger agreement is inadequate and "substantially
below the fair or inherent value of the Company." Plaintiff seeks various forms
of declaratory and injunctive relief, damages and an award of plaintiff's costs
and disbursements. The Company and the directors deny the allegations of
wrongdoing in the complaint and intend to pursue a vigorous defense.
In addition, at March 31, 1995, the Company was party to certain other
legal proceedings which have arisen out of the ordinary course of business.
Based on the facts currently available, in management's opinion the liability,
individually or in the aggregate, if any, to the Company resulting from the
other actions will not have a material adverse effect on the Company's
consolidated financial position and results of operations.
ENVIRONMENTAL CONTROLS
Currently, there are no known environmental or other regulatory matters
related to the Company's operations which are reasonably expected to result in a
material liability to the Company. Compliance with environmental laws and
regulations has not had, and is not expected to have, a material adverse effect
on the Company's capital expenditures, earnings or competitive position.
5. SUBSEQUENT EVENT
On May 2, 1995, Barrett, a subsidiary thereof and the Company executed a
definitive merger agreement pursuant to which the Company will merge with a
subsidiary of Barrett and, thereby, become a wholly-owned subsidiary of Barrett.
The terms of the merger agreement provide that each outstanding share of the
Company's common stock will be converted into the right to receive 1.3 shares of
Barrett common stock.
The merger will take the form of a tax-free exchange and will be accounted
for as a pooling of interests. The merger has been approved by the Boards of
Directors of Barrett and the Company and is subject to approval by their
respective stockholders as well as other customary conditions and approvals. At
the conclusion of the merger, Barrett will expand its Board of Directors to
include four members of the Company's Board.
6
Part I - Item 2 PLAINS PETROLEUM COMPANY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
March 31, 1995
- ------------------------------------------------------------------------------
Record oil production in the first quarter, in addition to a 36% higher
average oil price, resulted in significantly (85%) increased oil revenues for
the quarter. Natural gas revenues were below the prior year's first quarter due
to lower gas prices realized for increased gas volumes sold. The current
quarter's total revenues were the highest in the Company's history. Exploration
expense was substantially above last year's first quarter principally due to an
unsuccessful exploratory Louisiana well. In addition to the higher exploration
costs and increased production costs associated with acquired wells by the
Company, other expenses which increased, including interest expense on higher
debt balances and increased depletion charges related to property additions,
offset the higher revenues and resulted in lower earnings for the quarter.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of March 31, 1995, the Company's working capital was $1.9 million, with
a ratio of current assets to current liabilities of 1.25 to 1. Cash provided by
operating activities during the first quarter of 1995 was used to fund drilling
programs, reduce debt, pay dividends and acquire properties.
The Company's 1995 planned capital spending, excluding acquisitions, is
approximately $38 million, up approximately $16 million from the 1994 level.
Approximately two-thirds of the Company's first quarter capital spending of $5
million focused on the exploitation of the Company's existing properties and
production enhancement projects. The balance was utilized in exploration
drilling and the development of new prospects. During the first quarter, the
first of two deep Louisiana exploratory prospects was unsuccessful at a net cost
of approximately $600,000. In the second quarter, the drilling contractor,
operating under a turnkey contract, elected to plug and abandon the second deep
well due to unresolved drilling problems with a net cost to the Company of
approximately $150,000. Drilling of an exploratory well located in the Gulf of
Mexico on Ship Shoal Blocks 275/292 will be commenced in May. The Company has a
one-third working interest in this project at an estimated net drilling cost of
$884,000.
In the first quarter 1995, the Company's secondary recovery program
concentrated on the Cambridge field project located in Wyoming and on the Moss
and Foster Grayburg San Andres Units located in Texas. Development projects
are concentrated in Wyoming, New Mexico and Texas. In Wyoming, a well in the
Meeteetse field producing from the Frontier Muddy formation was placed on
production. Two additional wells are planned for 1995. In the Teague field
located in New Mexico, the Company has three Simpson-McKee producing wells, a
fourth well being drilled and a fifth well in the permitting stage. An enhanced
recovery project for the field is currently being evaluated. Two offset wells
in the Sean Andrew field in Texas, a 1994 discovery, were placed on production.
Another well is being completed and a fourth well is being drilled. Other Texas
projects include a well in the Deckers Prairie field in Montgomery County and
the completion of the Halls Bayou Ranch No. 2 well in Galveston County which was
placed on production.
In Kansas, a new 2,200 horsepower field compressor station has been placed
in operation on the Hugoton field gathering system and will enhance the
Company's ability to increase its rate of production from the field.
7
LIQUIDITY AND CAPITAL RESOURCES (Continued)
-------------------------------
To date the drilling programs have been funded by operating cash flow, and
it is anticipated that the remaining 1995 capital spending plan will be funded
accordingly. Excess funds provided from operations that are not required for
capital expenditures will be utilized to reduce outstanding debt.
On March 31, 1995 a quarterly dividend of 6 CENTS per share was paid. On
May 2, 1995 the Company declared a quarterly dividend of 6 CENTS per share
payable on June 30, 1995 to shareholders of record on June 13.
On May 2, 1995, Barrett, a subsidiary thereof and the Company executed a
definitive merger agreement pursuant to which the Company will merge with a
subsidiary of Barrett and, thereby, become a wholly-owned subsidiary of Barrett.
The terms of the merger agreement provide that each outstanding share of the
Company's common stock will be converted into the right to receive 1.3 shares of
Barrett common stock. The merger will take the form of a tax-free exchange and
will be accounted for as a pooling of interests. The merger has been approved
by the Boards of Directors of Barrett and the Company and is subject to approval
by their respective stockholders as well as other customary conditions and
approvals. At the conclusion of the merger, Barrett will expand its Board of
Directors to include four members of the Company's Board.
RESULTS OF OPERATIONS
- ---------------------
Increased production for the first three months of 1995, accompanied by
higher oil prices, resulted in record first quarter revenues for the Company.
Earnings were down 39% primarily due to higher exploration costs, interest and
depletion charges, income taxes and increased production costs due to expanded
operations.
REVENUES
Revenues for the first quarter were $18.6 million, 15% over first quarter
1994 revenues of $16.2 million. This increase is attributed to a 24% rise in
production, on a barrel of oil equivalent (BOE) basis, and a 36% increase in
average oil prices.
Production and average sales prices during the periods presented were as
follows:
Quarter Ended
March 31
----------------------
1995 1994
---- ----
Gas production (Bcf) 7.4 6.1
Average price per Mcf $1.67 $2.08
Oil production(MBbls) 405 298
Average price per barrel $15.51 $11.40
<FN>
(Note: Bcf = billion cubic feet; Mcf = thousand cubic feet; MBbls =
thousand barrels)
8
REVENUES (Continued)
Gas revenues of $12.3 million for the current quarter were down 3% from the
first quarter of 1994. Average gas prices declined 41 CENTS per Mcf (20%),
offsetting a 1.3 Bcf increase in gas volumes sold. Under a seasonal pricing
contract for natural gas effective for 1995, the Company realized during the
first quarter an average wellhead price of $1.87 per million British Thermal
Unit (MMBtu) from the Company's principal purchaser for 6.6 Bcf sold from the
Hugoton field in southwestern Kansas. The Company will receive $1.60 per MMBtu
at the wellhead from its principal purchaser under the first tier pricing of its
contract for the months of April through September and an anticipated weighted
average of $2.05 per MMBtu for the fourth quarter of 1995. The balance of the
Company's Hugoton field gas production, including production sold to its
principal purchaser under the second tier, will be priced on a spot market
basis. Gas production from the remainder of the Company's gas producing
properties is sold to various purchasers under spot sales and limited-term
contracts of up to one year. Spot market sales are burdened with additional
gathering, processing, transportation and marketing charges, ranging from 15
CENTS to 40 CENTS per MMBtu in the Rocky Mountain and Mid-continent areas.
First quarter oil revenues increased 85% to a record $6.3 million as
compared to $3.4 million for the same period in 1994. A 36% increase in oil
production is directly attributed to the success of the Company's 1994
exploration and exploitation program and acquisitions of oil properties. Oil
revenues were also enhanced by a $4.11 per barrel (36%) increase in average oil
prices for the first quarter of 1995 from 1994.
EXPENSES
Operating expenses for the first quarter of 1995 of $16.6 million increased
24% from $13.4 million, for the same period in 1994. In addition to impacting
revenues, property acquisitions made in 1994 and the first quarter of 1995,
combined with the addition of new wells on production and higher exploration
costs, directly influenced this increase.
Production expenses, including lease operating costs, production and
property taxes, transportation and processing fees and net profits payments,
increased 12% for the first quarter as compared to the same period in 1994. The
increase relates to the producing properties added through acquisitions,
exploration and exploitation activities. Production expenses, or lifting costs,
approximated $4.53 per BOE for the first quarter of 1995 compared to $5.01 per
BOE for 1994. At present, there are no known environmental or other regulatory
matters related to the Company's operations which would result in a material
expense to the Company. No significant environmental costs have been incurred
or accrued through the periods presented in this report.
General and administrative expense increased approximately 12% from the
first quarter of 1994. This increase is attributable principally to consulting
and contract services expenses.
Depreciation, depletion and amortization increased by approximately 12% in
the first quarter of 1995 over the prior year primarily due to sales volume
increases. However, reserve increases recognized within the past year favorably
reduced the weighted average depletion rate for the Company's oil and gas
properties from $3.21 per BOE in the first quarter of 1994 to $2.83 per BOE for
1995.
9
EXPENSES (Continued)
Exploration costs were higher principally due to a $600,000 charge for an
unsuccessful exploratory well in the Patterson Deep Prospect of St. Mary Parish,
Louisiana.
Interest expense increases are the direct result of higher debt balances
associated with the financing of an acquisition in November 1994.
INCOME TAXES
The effective tax rates were 38% and 28% for the first quarter of 1995 and
1994, respectively. The 1994 rate incorporates the benefit of the existing tax
loss carryforwards being utilized in conjunction with the accounting for income
taxes. The current income tax provision is directly attributable to earnings
taxable under the Federal alternative minimum tax and state income taxes.
10
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
On October 20, 1994, the Company issued a press release stating
that it had authorized its financial advisors to help the Company
study strategic alternatives in light of a recent Schedule 13-D filing
by Cross Timbers Oil Company. The press release stated that as part
of the study, the financial advisors would seek indications of
interest from certain possible merger partners. The press release
also indicated that the Company's board had amended its shareholder
rights plan.
On November 2, 1994, a putative class action was filed in
Delaware Chancery Court. In that case, entitled MILLER V. CODY, et
al., the plaintiff has alleged that certain named directors and the
Company have, among other things, breached their fiduciary duties by
unreasonably amending the Company's shareholder rights plan and
otherwise acting to entrench themselves in office. Plaintiff seeks
various forms of injunctive relief, damages and an award of
plaintiff's costs and disbursements.
The Company and the named directors deny the allegations of
wrongdoing in the complaint and intend to pursue a vigorous defense.
A putative class action entitled BEHRENS V. MILLER, et al., that was
filed on October 21, 1994, was voluntarily dismissed without prejudice
by the plaintiff. The allegations and relief sought in the BEHRENS
case were similar to those in the MILLER action, described above.
On May 3, 1995, the Company announced it had executed a
definitive merger agreement with Barrett Resources Corporation and a
subsidiary thereof. Also on May 3, 1995, a putative class action,
entitled CRANDON CAPITAL PARTNERS V. JAMES A. MILLER, ET AL., was
filed in Delaware Chancery Court against the Company and the members
of its Board of Directors. In this suit it is alleged that, among
other things, the consideration to be paid the Company's shareholders
pursuant to such merger agreement is inadequate and "substantially
below the fair or inherent value of the Company." Plaintiff seeks
various forms of declaratory and injunctive relief, damages and an
award of plaintiff's costs and disbursements. The Company and the
directors deny the allegations of wrongdoing in the complaint and
intend to pursue a vigorous defense.
Item 2. CHANGES IN SECURITIES
On May 2, 1995, the Company amended its Rights Agreement
(Agreement), dated as of May 12, 1988 and amended as of October 19,
1994, to exclude from the provisions of such agreement Barrett
Resources Corporation (Parent), Vanilla Corporation, a wholly-owned
subsidiary of Parent (Sub), or any Affiliates or Associates of Parent
or Sub, by virtue of (a) the execution and delivery of the Agreement
and Plan of Merger among Parent, Sub and the Company, dated as of May
2, 1995 and any amendments thereto in accordance with its terms (the
Merger Agreement), pursuant to which, among other things, Sub shall
merge with and into the Company (the Merger) or (b) the consummation
of the Merger and the transactions contemplated by the Merger
Agreement.
11
PART II - OTHER INFORMATION (Continued)
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number
-------
2 (a) Agreement and Plan of Merger dated May 2, 1995 among
Barrett Resources Corporation, Vanilla Corporation and
the Company, incorporated by reference to the Company's
Report on Form 8-K, dated May 2, 1995.
4 (b)-2 Second Amendment to the Rights Agreement dated May 2,
1995 between Plains Petroleum Company and Chemical
Bank, incorporated by reference to the Company's Report
on Form 8-K, dated May 2, 1995.
4 (g) Credit Agreement effective February 17, 1995 between
Plains Petroleum Operating Company and NationsBank of
Texas, N.A., incorporated by reference to the Company's
Report on Form 10-K, dated March 30, 1995.
4 (h) First Amendment to Credit Agreement effective March 31,
1995 by and among Plains Petroleum Company, Plains
Petroleum Operating Company, Nations Bank of Texas,
N.A. and Colorado National Bank
27 Financial Data Schedule for the three months ended
March 31, 1995
(b) Reports on Form 8-K:
The following reports on Form 8-K are incorporated by reference
in this report:
(1) Date of Report: January 12, 1995
Items Reported:
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
Financial statements of certain producing properties
acquired from Anadarko Petroleum Corporation for the nine
months ended September 30, 1994 and 1993 and for the year
ended December 31, 1993, and pro forma financial information
of Plains Petroleum Company and Acquired Properties as of
September 30, 1994 and December 31, 1993.
12
PART II - OTHER INFORMATION (Continued)
Item 6 (Continued)
(2) Date of Report: May 2, 1995
Items Reported:
Item 5 - Other Events
---------------------
a) Agreement and Plan of Merger dated May 2, 1995 among
Barrett Resources Corporation, Vanilla Corporation and
Plains Petroleum Company.
b) Second Amendment to Plains Petroleum Company's Rights
Agreement.
c) Press Release dated May 3, 1995 re: Barrett Resources
Corporation and Plains Petroleum Company announce the
execution of a definitive merger agreement.
13
PLAINS PETROLEUM COMPANY
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: May 12, 1995 /s/ James A. Miller
------------- ----------------------------------------
James A. Miller
Chairman
(Chief Executive Officer)
DATE: May 12, 1995 /s/ Darrel Reed
------------- ----------------------------------------
Darrel Reed
Vice President
(Chief Accounting Officer)
14
PLAINS PETROLEUM COMPANY
EXHIBIT INDEX
-------------
No.Exhibit
- ----------
2 (a) Agreement and Plan of Merger dated May 2, 1995 among Barrett
Resources Corporation, Vanilla Corporation and the Company,
incorporated by reference to the Company's Report on Form 8-K,
dated May 2, 1995.
4 (b)-2 Second Amendment to the Rights Agreement dated May 2, 1995
between Plains Petroleum Company and Chemical Bank,
incorporated by reference to the Company's Report on Form 8-K,
dated May 2, 1995.
4 g Credit Agreement effective February 17, 1995 between Plains
Petroleum Operating Company and NationsBank of Texas, N.A.,
incorporated by reference to the Company's Report on Form 10-K,
dated March 30, 1995.
4 (h) First Amendment to Credit Agreement effective March 31, 1995 by
and among Plains Petroleum Company, Plains Petroleum Operating
Company, Nations Bank of Texas, N.A. and Colorado National Bank
27 Financial Data Schedule for the three months ended March 31,
1995
15