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The following is an excerpt from a 8-K SEC Filing, filed by PRIMEENERGY CORP on 11/24/1999.
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PRIMEENERGY CORP - 8-K - 19991124 - CHANGE_IN_ASSETS

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

On November 16, 1999, PrimeEnergy Corporation, the Registrant ("PrimeEnergy"), through its subsidiary PrimeEnergy Management Corporation, completed the purchase of certain oil and gas properties and related assets from Southern Pacific Petroleum U.S.A. ("Southern Pacific"). Such acquisition was made pursuant to that certain Purchase and Sale Agreement dated as of November 16, 1999, between PrimeEnergy Management Corporation and Southern Pacific, (the "Agreement"), a copy of which is filed herewith as Exhibit 10.21.

PrimeEnergy paid $1,813,000 for the properties and assets purchased, subject to, among other adjustments, oil and gas production from the properties purchased from an effective date of October 1, 1999. The properties and assets purchased include various producing oil and gas interests in about 131 oil and gas wells located in Oklahoma and related operating assets and properties, which are described in the Agreement. PrimeEnergy held various interests in most of the wells purchased and is currently the operator of the majority of these wells, and will not assume operation of any wells as a result of this purchase.

The consideration and terms for the acquisition of the interests and assets purchased were reached by arms's length negotiations between PrimeEnergy and Southern Pacific and were based upon an evaluation of the properties, operational costs, analysis of future oil and gas production, development obligations with respect to the properties and similar relevant factors. There was, and is, no material relationship between Southern Pacific and PrimeEnergy or any affiliate of PrimeEnergy, or any Director or officer of PrimeEnergy or any associate of any such Director or officer.

The funds used by PrimeEnergy for this acquisition were provided under the existing Credit Agreement between PrimeEnergy and Bank One, Texas.


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