Newspaper article THE JOURNAL RECORD

Stockholders to Vote April 22 on Merger of Plains Resources, Houston Oil Fields

Newspaper article THE JOURNAL RECORD

Stockholders to Vote April 22 on Merger of Plains Resources, Houston Oil Fields

Article excerpt

Special meetings of common stockholders of Plains Resources Inc. of Oklahoma City and Houston Oil Fields Co. of Houston are scheduled April 22 in Houston to consider a merger of the two firms, according to a joint proxy statement.

Plains Resources will be the surviving corporation in the previously announced merger. The proxy statement lists five major provisions:

- Each share of Houston Oil common stock, with a par value of 10 cents per share, will be converted into 0.15 of a share of Plains common stock.

- Each share of Houston Oil Series A $12 cumulative convertible preferred stock, with a par value $1 per share, will be converted into 9.546 shares of Plains common stock and .09517 of a share of Plains Series B preferred stock, with a par value of $1 per share.

- Each share of Houston Oil Series C $1.375 cumulative convertible preferred stock, par value $1 per share, will be converted into 3.76 shares of Plains common stock.

- The number of Plains authorized shares of common stock will be increased to 50 million from 30 million.

- Approval of the merger by stockholders of Houston Oil will constitute approval of the transfer of an undivided 60 percent interest in those Houston oil and gas properties which are mortgaged to secure payment of its 13.75 percent senior secured notes (to Aetna Life Insurance Co. and Aetna Casualty and Surety Co.) in exchange for the release of Houston's liability.

Plains common shareholders and Houston Oil capital stock holders of record on March 16 will be allowed to vote during the meetings at the Doubletree Hotel.

The surviving Plains firm is expected to have total assets of about $69.3 million, including $48.9 million from Plains and $35.4 million from Houston Oil, according to a pro forma balance sheet in the proxy statement.

Stockholders equity would include $25. …

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