IPO Company Profile
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Plains All American Pipeline, L.P.
500 Dallas, Suite 700, Houston, TX 77002 * (713) 654-1414

The company is engaged in interstate and intrastate crude oil pipeline transportation and crude oil pipeline transportation and crude oil terminalling and storage activities and gathering and marketing activities.

Primary Underwriting Group
ManagerTierPhone
Salomon Smith BarneyLead Manager (212) 723-7300
A.G. Edwards & Sons, Inc.Co-manager (314) 955-3039
Dain Rauscher WesselsCo-manager (612) 371-2818
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 371-0641
Goldman, Sachs & Co.Co-manager (212) 902-5959
ING Baring Furman SelzCo-manager

Offering Information
NYSE:PAA Natural Resources: SIC 4922
Type of Shares:Common Units Filing Date:9/23/98
U.S. Shares:13,085,000 Offer Date:11/17/98
Non-U.S. Shares:0 Filing Price: -
Primary Shares:13,085,000 Offer Price:$20.00
Secondary Shares:0 Gross Spread:$1.30
Offering Amount: $271,630,430 Selling:$0.80
Expenses: - Reallowance:$0.10
Post-IPO Shares: -

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Andrews & Kurth
Bank's Law Firm: Baker & Botts
Auditor: Pricewaterhouse Coopers LLC

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 6/30/98 6/30/97 6/30/98
Revenue:$1,746.49$706.24$885.50Assets:$617.54
Net Income:$52.38$24.51$29.61Curr Assets:$187.71
EPS:$1.75$0.82$0.99Liabilities:$355.06
Prior EPS:Curr Liab:$179.71
Cash Flow/Oper:Equity:$262.49
Cash Flow/Fin:Cash:$7.61
Cash Flow/Inv:Working Cap:$8.00

Competition
The All American Pipeline encounters competition from foreign oil imports and other pipelines that serve the California market and the refining centers in the Midwest and on the Gulf Coast. A new pipeline connecting the San Joaquin Valley to refinery markets in the Los Angeles Basin area is currently under construction by a third party with an anticipated completion date in 1999. The Partnership expects that certain volumes currently transported east on the All American Pipeline may be redirected to Los Angeles on such pipeline. The Partnership faces intense competition in its terminalling and storage activities and gathering and marketing activities. Its competitors include other crude oil pipelines, the major integrated oil companies, their marketing affiliates and independent gatherers, brokers and marketers of widely varying sizes, financial resources and experience. Some of these competitors have capital resources many times greater than the Partnership's and control substantially greater supplies of crude oil.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes.

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