<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 22, 1995
PLAINS RESOURCES INC.
(Exact name of registrant as specified in its charter)
Delaware 0-9808 13-2898764
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1600 Smith 77002
Houston, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (713) 654-1414
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
AUDITED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Report of Independent Accountants........................................... F-1
Statement of Revenues and Direct Operating Expenses for the years ended
December 31, 1992, 1993, and 1994, and the nine month periods ended
September 30, 1994 and 1995............................................... F-2
Notes to Statement of Revenues and Direct Operating Expenses................ F-3
(B) PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
Pro Forma Financial Information............................................ F-6
Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1995.... F-7
Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 1994.................................................. F-8
Pro Forma Condensed Consolidated Statement of Operations for
the nine months ended September 30, 1995................................. F-9
Notes to Pro Forma Condensed Consolidated Financial Statements............. F-10
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Stockholders of
Marathon Oil Company and Plains Resources Inc.
We have audited the accompanying statement of revenues and direct operating
expenses of the Illinois Basin Properties appearing on pages F1 through F3
for the years ended December 31, 1992, 1993 and 1994 and the nine month
periods ended September 30, 1994 and 1995. This statement is the
responsibility of management. Our responsibility is to express an opinion
on the statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
presentation of the statement. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying statement reflects the revenues and direct operating
expenses of the Illinois Basin Properties as described in Note 1 and was
prepared as described in Note 2 and is not intended to be a complete
presentation of the revenues and expenses of the Illinois Basin Properties.
In our opinion, the statement audited by us presents fairly, in all
material respects, the revenues and direct operating expenses of the
Illinois Basin Properties (and was prepared as described in Note 2 to the
statement) for the years ended December 31, 1992, 1993 and 1994 and the
nine month periods ended September 30, 1994 and 1995, in conformity with
generally accepted accounting principles.
PRICE WATERHOUSE LLP
Houston, Texas
February 20, 1996.
F-1
<PAGE>
THE ILLINOIS BASIN PROPERTIES
-----------------------------
STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES
---------------------------------------------------
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
NINE-MONTH PERIOD
YEAR ENDED DECEMBER 31, ENDED SEPTEMBER 30,
------------------------------ ---------------------
1992 1993 1994 1994 1995
-------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
Revenues:
Crude oil revenues $35,203 $29,823 $26,808 $20,051 $19,558
Direct operating expense:
Lease operating expenses 16,753 17,104 16,799 12,537 11,550
------- ------- ------- ------- -------
Excess of revenues over direct
operating expenses $18,450 $12,719 $10,009 $ 7,514 $ 8,008
======= ======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of this statement.
F-2
<PAGE>
THE ILLINOIS BASIN PROPERTIES
-----------------------------
NOTES TO THE STATEMENT OF REVENUES
AND DIRECT OPERATING EXPENSES
-----------------------------
NOTE 1 - THE PROPERTIES:
-----------------------
On December 22, 1995 and effective November 1, 1995, Plains Illinois Inc.
("Plains Illinois"), a wholly owned subsidiary of Plains Resources Inc.
(the "Company") purchased interests in certain oil and gas producing and
nonproducing properties (collectively, the "Illinois Basin Properties") in
the Illinois Basin from Marathon Oil Company ("Marathon"). Only the
Company's net interests in these properties are presented herein and are
referred to as the Illinois Basin Properties.
NOTE 2 - BASIS OF PRESENTATION:
------------------------------
During the periods presented, the Illinois Basin Properties were owned by
Marathon and were not accounted for as a separate entity. Certain costs,
such as general and administrative expenses, interest expense and corporate
taxes were not allocated to the Illinois Basin Properties by Marathon.
Accordingly, full separate financial statements prepared in accordance with
generally accepted accounting principles do not exist and are not
practicable to obtain in these circumstances.
The Statement of Revenues and Direct Operating Expenses (the "Statement")
was derived from the historical accounting records of Marathon and
represents only the net interests in the Illinois Basin Properties acquired
by Plains Illinois. Such information is presented on the accrual basis of
accounting. Depreciation, depletion and amortization, allocated general
and administrative expenses, interest expense and corporate income taxes
are not included. Accordingly, the Statement is not intended to present
financial position and results of operations in accordance with generally
accepted accounting principles.
NOTE 3 - RELATED PARTY TRANSACTION:
----------------------------------
All production from the Illinois Basin Properties was sold to the
downstream operations of Marathon during the periods presented.
NOTE 4 - SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED):
---------------------------------------------------------
Information with respect to historical oil and gas producing activities of
the Illinois Basin Properties acquired by Plains Illinois is presented in
the following tables in compliance with FASB Statement No. 69, "Disclosures
About Oil and Gas Producing Activities". Reserve information with regard
to the Illinois Basin Properties is based on the January 1, 1996, reserve
report prepared by Ryder Scott Company in accordance with regulations
prescribed by the Securities and Exchange Commission (the "SEC"). The
December 31, 1992, 1993 and 1994 reserve information was computed by
adjusting such reserve report for production and changes in oil prices.
F-3
<PAGE>
ESTIMATED PROVED RESERVES
Proved reserves are estimated quantities of crude oil which geological and
engineering data demonstrate with reasonable certainty to be recoverable in
future years from known reservoirs under existing economic and operating
conditions. Proved developed reserves are those which are expected to be
recovered through existing wells with existing equipment and operating
methods. The following table sets forth proved and proved developed oil
reserves for the Illinois Basin Properties (all located in the United
States) as of December 31, 1992, 1993 and 1994 and the related changes in
such reserves for the years ended December 31, 1992, 1993 and 1994 (in
thousands of barrels of oil) (unaudited):
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED
DECEMBER 31,
------------------------------
1992 1993 1994
-------- -------- --------
<S> <C> <C> <C>
Proved oil reserves:
Beginning Balance 23,781 21,972 20,232
Production (1,809) (1,740) (1,653)
------ ------ ------
Ending Balance 21,972 20,232 18,579
====== ====== ======
Proved developed oil reserves:
Beginning Balance 21,062 19,253 17,513
====== ====== ======
Ending Balance 19,253 17,513 15,860
====== ====== ======
</TABLE>
STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED
OIL RESERVES
Estimated future net cash flows from proved oil reserves of the Illinois
Basin Properties as of December 31, 1992, 1993 and 1994 are presented in
the following table (in thousands of dollars) (unaudited):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1992 1993 1994
---------- ---------- ----------
<S> <C> <C> <C>
Future cash inflows $ 395,942 $ 264,437 $ 309,530
Future development costs (37,696) (32,625) (26,881)
Future production expense (229,071) (210,433) (194,577)
--------- --------- ---------
Future net cash flows (before income taxes) 129,175 21,379 88,072
Discounted at 10% per year (65,579) (8,751) (41,122)
--------- --------- ---------
Standardized measure of discounted future $ 63,596 $ 12,628 $ 46,950
net cash flows (before income taxes) ========= ========= =========
</TABLE>
Future cash inflows were estimated by applying December 31, 1992, 1993 and 1994
prices to the estimated future production of proved reserves. Such prices were
$18.02, $13.07 and $16.66, respectively. The future revenue streams were reduced
by estimated future operating costs (including production and ad valorem taxes)
and future development and abandonment costs, all of which were based on current
costs, to determine the pretax net cash inflows. Future net cash inflows were
discounted using a 10% annual discount rate to arrive at the standardized
measure of future net cash flows before income taxes. Future income tax
estimates were not included as the historical basis of the Illinois Basin
Properties is not relevant.
F-4
<PAGE>
CHANGE IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING
TO PROVED OIL RESERVES
The following table sets forth the changes in the standardized measure of
discounted future net cash flows from proved oil reserves for the years
ended December 31, 1992, 1993 and 1994 (in thousands of dollars)
(unaudited):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1992 1993 1994
--------- --------- ---------
<S> <C> <C> <C>
Balance, beginning of year $ 71,278 $ 63,596 $ 12,628
Sales, net of production expenses (18,450) (12,719) (10,009)
Net changes in sales and transfer prices, 3,640 (44,609) 43,068
net of production expenses
Accretion of discount 7,128 6,360 1,263
-------- -------- --------
Balance, end of year $ 63,596 $ 12,628 $ 46,950
======== ======== ========
</TABLE>
The information presented with respect to estimated future net revenues and cash
flows and the present value thereof is not intended to represent the fair value
of oil reserves. Actual future sales prices and production and development costs
may vary significantly from those in effect at December 31, 1994, and actual
future production may not occur in the periods or amounts projected. This
information is presented to allow a reasonable comparison of reserve values
prepared using standardized measurement criteria and should be used only for
that purpose.
F-5
<PAGE>
PLAINS RESOURCES INC. AND SUBSIDIARIES
PRO FORMA FINANCIAL INFORMATION
The accompanying unaudited pro forma financial statements are presented to
reflect the acquisition by Plains Illinois Inc. ("Plains Illinois"), a wholly
owned subsidiary of Plains Resources Inc. (the "Company"), of all of the
upstream oil and gas assets of Marathon Oil Company ("Marathon") in the Illinois
Basin (the "Illinois Basin Properties"). The acquisition closed on December 22,
1995, and was effective November 1, 1995. Historical information presented for
the Illinois Basin Properties consists of the audited Statement of Revenues and
Direct Operating Expenses. During the periods presented, the Illinois Basin
Properties were owned by Marathon and were not accounted for as a separate
entity. Certain costs, such as general and administrative expenses, interest
expense and corporate taxes were not allocated to the Illinois Basin Properties
by Marathon. Accordingly, full separate financial statements prepared in
accordance with generally accepted accounting principles do not exist and are
not practicable to obtain in these circumstances.
The unaudited Pro Forma Balance Sheet is presented as if the acquisition of
the Illinois Basin Properties occurred on September 30, 1995, and the unaudited
Pro Forma Statements of Operations for the year ended December 31, 1994, and the
nine months ended September 30, 1995, are presented as if the acquisition
occurred on January 1, 1994, and January 1, 1995, respectively. The pro forma
financial statements are presented based on adjustments to the historical
financial statements of the Company, and the audited Statement of Revenues and
Direct Operating Expenses of the Illinois Basin Properties, and are not
necessarily indicative of future operations of the Company. The unaudited pro
forma financial statements should be read in conjunction with the notes thereto
and the Audited Statement of Revenues and Direct Operating Expenses of the
Illinois Basin Properties included in item 7 (a) of this Form 8. In addition,
reference should be made to the financial statements of the Company included in
Form 10K for the year ended December 31, 1994, and included in Form 10-Q for the
nine months ended September 30, 1995, filed with the Securities and Exchange
Commission.
F-6
<PAGE>
PLAINS RESOURCES INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
----------- ---------------------------
PLAINS ADJUSTMENTS COMBINED
----------- -------------- ----------
(in thousands)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS $ 46,444 $ -- $ 46,444
--------- ----------- ---------
PROPERTY AND EQUIPMENT
Oil and gas properties - full cost method:
Subject to amortization 278,686 36,500(a) 315,186
Not subject to amortization 37,722 15,000(a) 52,722
Downstream assets, primarily crude oil terminal and
storage facility 32,595 -- 32,595
Other property and equipment 6,419 -- 6,419
--------- ----------- ---------
355,422 51,500 406,922
Less accumulated depreciation, depletion and amortization (133,064) -- (133,064)
--------- ----------- ---------
222,358 51,500 273,858
--------- ----------- ---------
OTHER ASSETS 8,359 -- 8,359
--------- ----------- ---------
$ 277,161 $ 51,500 $ 328,661
========= =========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ 52,730 $ -- $ 52,730
--------- ----------- ---------
BANK DEBT 50,000 44,973 94,973
SUBORDINATED DEBT 100,000 -- 100,000
OTHER LONG-TERM LIABILITIES 4,692 -- 4,692
--------- ----------- ---------
207,422 44,973 252,395
--------- ----------- ---------
STOCKHOLDERS' EQUITY
Preferred stock, stated at liquidation preference 481 -- 481
Common stock 1,532 80(a) 1,612
Additional paid-in capital 111,325 6,447(a) 117,772
Accumulated deficit (43,599) -- (43,599)
--------- ----------- ---------
69,739 6,527 76,266
--------- ----------- ---------
$ 277,161 $ 51,500 $ 328,661
========= =========== =========
</TABLE>
The accompanying notes are an integral part of this statement.
F-7
<PAGE>
PLAINS RESOURCES INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
------------------- ---------------------------
PLAINS ILLINOIS ADJUSTMENTS COMBINED
-------- -------- --------------- ---------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
REVENUE
Oil and natural gas sales $ 57,234 $26,808 $ 706(b) $ 84,748
Marketing, transportation and storage 199,239 -- -- 199,239
Interest and other income 223 -- -- 223
-------- ------- ------- --------
256,696 26,808 706 284,210
-------- ------- ------- --------
EXPENSES
Production expenses 27,220 16,799 (2,970)(c) 41,049
Purchases, transportation and storage 193,049 -- -- 193,049
General and administrative 6,966 -- 264(d) 7,230
Depreciation, depletion and amortization 16,305 -- 5,047(e) 21,352
Interest expense 12,585 -- 1,490(f) 14,075
-------- ------- ------- --------
256,125 16,799 3,831 276,755
-------- ------- ------- --------
NET INCOME BEFORE INCOME TAXES 571 10,009 (3,125) 7,455
Provision for income taxes -- -- --(g) --
-------- ------- ------- --------
NET INCOME $ 571 $10,009 $(3,125) $ 7,455
======== ======= ======= ========
Net income per common and common
equivalent share $ 0.04 $ 0.60(h)
======== ========
Weighted average number of common and
common equivalent shares 11,625 12,423
======== ========
Net income per common and common
equivalent share assuming
full dilution $ 0.04 $ 0.53(h)
======== ========
Weighted average number of common and
common equivalent shares assuming
full dilution 13,270 14,111
======== ========
</TABLE>
The accompanying notes are an integral part of this statement.
F-8
<PAGE>
PLAINS RESOURCES INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
------------------- ---------------------------
PLAINS ILLINOIS ADJUSTMENTS COMBINED
-------- -------- --------------- ---------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
REVENUE
Oil and natural gas sales $ 45,614 $19,558 $ 474(b) $ 65,646
Marketing, transportation and storage 246,632 -- -- 246,632
Interest and other income 264 -- -- 264
-------- ------- ------- --------
292,510 19,558 474 312,542
-------- ------- ------- --------
EXPENSES
Production expenses 21,160 11,550 (1,875)(c) 30,835
Purchases, transportation and storage 241,794 -- -- 241,794
General and administrative 5,527 -- 198(d) 5,725
Depreciation, depletion and amortization 12,238 -- 3,381(e) 15,619
Interest expense 10,075 -- 1,176(f) 11,251
-------- ------- ------- --------
290,794 11,550 2,880 305,224
-------- ------- ------- --------
NET INCOME BEFORE INCOME TAXES 1,716 8,008 (2,406) 7,318
Provision for income taxes -- -- --(g) --
-------- ------- ------- --------
NET INCOME $ 1,716 $ 8,008 $(2,406) $ 7,318
======== ======= ======= ========
Net income per common and common
equivalent share $ 0.10 $ 0.43(h)
======== ========
Weighted average number of common and
common equivalent shares 15,951 16,749
======== ========
</TABLE>
The accompanying notes are an integral part of this statement.
F-9
<PAGE>
PLAINS RESOURCES INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF TRANSACTION
The accompanying unaudited pro forma financial statements are presented to
reflect the acquisition of the Illinois Basin Properties. The unaudited Pro
Forma Balance Sheet is presented as if the acquisition of the Illinois Basin
Properties occurred on September 30, 1995, and the unaudited Pro Forma
Statements of Operations for the year ended December 31, 1994, and the nine
months September 30, 1995, are presented as if the acquisition occurred on
January 1, 1994 and 1995, respectively. The pro forma financial statements are
presented based on adjustments to the historical financial statements of Plains
Resources Inc. (the "Company"), and the audited Statement of Revenues and Direct
Operating Expenses of the Illinois Basin Properties, and are not necessarily
indicative of future operations for the Company. During the periods presented,
the Illinois Basin Properties were owned by Marathon and were not accounted for
as a separate entity. Certain costs, such as general and administrative
expenses, interest expense and corporate taxes were not allocated to the
Illinois Basin Properties by Marathon. Accordingly, full separate financial
statements prepared in accordance with generally accepted accounting principles
do not exist and are not practicable to obtain in these circumstances.
The aggregate purchase price paid by Plains Illinois, a wholly owned
subsidiary of the Company, was approximately $51.5 million including
transactional costs, and consisted of (i) the issuance of 798,143 shares of the
Company's common stock (the "Common Stock") valued at approximately $6.5 million
and (ii) approximately $45 million cash.
The cash portion of the purchase price was financed through a combination
of an advance under the Company's existing revolving credit facility with
Internationale Nederlanden (U.S.) Capital Corporation ("INCC") and certain other
lenders and a $42 million loan to Plains Illinois from INCC under a Credit
Agreement dated December 22, 1995.
NOTE 2 - PRO FORMA ADJUSTMENTS (UNAUDITED)
The unaudited Pro Forma Balance Sheet reflects the following adjustment:
(a) - To reflect the issuance of Common Stock and bank borrowings for
the acquisition of the Illinois Basin Properties. The value of the
Common Stock issued in connection with the acquisition as well as
other costs and accruals included in the purchase price are set forth
below (in thousands):
<TABLE>
<S> <C>
798,143 shares of Common Stock
at an average price of $8.18 per share $ 6,527
Cash financed through bank borrowings 44,973
-------
$51,500
=======
</TABLE>
The purchase price of the assets acquired was allocated as follows:
<TABLE>
<S> <C>
Oil and gas properties:
Subject to amortization $36,500
Not Subject to amortization 15,000
-------
$51,500
=======
</TABLE>
F-10
<PAGE>
The unaudited Pro Forma Statements of Operations reflect the following
adjustments:
(b) - To adjust oil and natural gas sales to reflect the terms of the sales
contract entered into by the Company for the production from the Illinois Basin
Properties. Under the terms of the sales contract, the Company will receive a
price equal to the NYMEX spot oil prices less $.65 per barrel for approximately
95% of production and NYMEX less $1.25 for the remainder.
(c) - To record the reduction in production expenses resulting from certain cost
saving measures implemented by the Company. These savings consist primarily of
reductions in labor, electricity and vehicle costs and were implemented by the
Company after closing.
(d) - To reflect general and administrative expenses associated with the
Illinois Basin Properties.
(e) - To adjust depreciation, depletion and amortization ("DD&A") calculated on
the pro forma balance of oil and natural gas properties subject to amortization.
DD&A for oil and natural gas properties is computed using the unit of production
method at a rate of $3.14 per BOE for the year ended December 31, 1994 and $3.00
per BOE for the nine months ended September 30, 1995.
(f) - To reflect interest expense, net of amounts capitalized, on borrowings
made to fund the purchase of the Illinois Basin Properties.
(g) - No adjustment was required to the Company's tax provision for 1994.
Further, based on the Company's estimate of pro forma income, utilizing
available credits and net operating loss carry forwards, any tax provision for
the nine months ended September 30, 1995, would not be material.
(h) - Earnings per share has been calculated based on the Company's weighted
average number of common and common equivalent shares outstanding plus the
number of shares of Common Stock issued in connection with the acquisition of
the Illinois Basin Properties.
F-11
<PAGE>
NOTE 3 - OTHER PRO FORMA INFORMATION (UNAUDITED)
CHANGES IN PRO FORMA ESTIMATED PROVED RESERVES
The following table sets forth the changes in estimated proved reserves for
the year ended December 31, 1994, for the Company on a pro forma basis assuming
acquisition of the Illinois Basin Properties on January 1, 1994 (unaudited).
<TABLE>
<CAPTION>
OIL GAS
(MBBLS) (MMCF)
------- -------
<S> <C> <C>
Estimated proved reserves:
Beginning of year 38,810 49,397
Revisions of previous estimates 16,834 4,365
Extensions, discoveries, improved recovery 4,362 1,182
Sales of reserves-in-place (16) (446)
Purchase of reserves-in-place
(including Illinois Basin Properties) 24,740 80
Production (5,488) (3,569)
------ ------
End of year 79,242 51,009
====== ======
</TABLE>
STANDARDIZED MEASURE OF FUTURE NET CASH FLOWS
The following table reflects the pro forma standardized measure of
discounted future net cash flows of proved oil and gas reserves as of December
31, 1994, assuming the acquisition of the Illinois Basin Properties occurred on
December 31, 1994. The information is based on prices in effect as of December
31, 1994, and current costs, discounted at a rate of 10% per year. Future income
tax expense is computed by applying the statutory federal income tax rate to the
future pre-tax net cash flows relating to estimated proved oil and gas reserves,
net of the tax basis of the properties involved and tax credits (unaudited).
<TABLE>
<S> <C>
Future cash inflows (before income taxes) $1,198,260
Future development costs (89,576)
Future production expenses (605,921)
----------
Future net cash flows (before income taxes) 502,763
Discounted at 10% per year (222,417)
----------
Standardized measure of discounted future net cash flows
(before income taxes) 280,346
Discounted future income tax expense (32,828)
----------
Standardized measure of discounted future net cash flows $ 247,518
==========
</TABLE>
F-12
<PAGE>
CHANGES RELATING TO THE STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH
FLOWS
Principal changes in the pro forma standardized measure of discounted
future net cash flows attributable to proved oil and gas reserves for the year
ended December 31, 1994, are as follows, assuming the acquisition of the
Illinois Basin Properties occurred on January 1, 1994 (unaudited):
<TABLE>
<S> <C>
Standardized measure - January 1, 1994 $130,489
Sales and transfers, net of production expenses (43,699)
Net change in sales and transfer prices, net of production expenses 29,840
Changes in estimated future development costs (9,477)
Extensions, discoveries and improved recovery, net of costs 14,928
Previously estimated development costs incurred during the current period 2,995
Purchase of reserves-in-place (including acquisition of Illinois Basin Properties) 81,579
Sales of reserves-in-place (426)
Revision of quantity estimates 71,188
Accretion of discount 13,454
Net change in income taxes (28,778)
Changes in estimated timing of production and other (14,575)
--------
Standardized measure - December 31, 1994 $247,518
========
</TABLE>
F-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PLAINS RESOURCES INC.
By: /s/ Phil Kramer
----------------------------
Vice President and
Chief Financial Officer
Date: February 21, 1996
F-14
