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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 14, 2001
Pogo Producing Company
(Exact name of registrant as specified in its charter)
Delaware 1-7792 74-165 9398
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
5 Greenway Plaza, Suite 2700
Houston, Texas 77046-0504
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 297-5000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 14, 2001, the previously announced merger of Pogo Producing
Company ("Pogo") and NORIC Corporation ("NORIC") was consummated. As a result of
the merger, Pogo acquired all of the outstanding capital stock of North Central
Oil Corporation ("North Central"), which was the principal asset of NORIC
Corporation. North Central is an independent domestic oil and gas exploration
and production company whose operations will be integrated with Pogo's existing
domestic operations. Pursuant to the merger agreement among Pogo, NORIC and
certain NORIC shareholders dated as of November 19, 2000, former shareholders of
NORIC received 12,615,816 shares of Pogo common stock and approximately
$344,710,000 in cash. In addition, at the closing Pogo repaid all $78,600,000
principal amount of North Central's existing bank debt.
The sources of funds used in connection with the merger included cash on
hand at Pogo and North Central and borrowings under the Company's new Credit
Agreement dated as of March 8, 2001, among Pogo, as the Borrower, certain
Commercial Lending Institutions, as the Lenders, Bank of Montreal, as
Administrative Agent, Toronto Dominion (Texas), Inc., as Syndication Agent, BNP
Paribas, as Documentation Agent and Bank of America, N.A. and Fleet National
Bank, as Managing Agents.
As a result of the merger, former NORIC shareholders will own
approximately 23.6% of the Company's outstanding common stock and may be deemed
to be a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended. Pogo and the former NORIC shareholders are parties to a
Registration Rights Agreement dated March 14, 2001 with the Company which
governs the former NORIC shareholders' ability to dispose of their shares and a
Standstill and Voting Agreement dated March 14, 2001 (the "Voting Agreement"),
which governs their ability to vote their shares. The Voting Agreement requires
the group to vote their shares either (i) in accordance with the recommendation
of Pogo's board of directors or (ii) in equal proportion to the votes cast by
shareholders that are not former NORIC shareholders. Each former NORIC
shareholder disclaims beneficial ownership of the shares not owned by either (i)
such member, (ii) a trust of which such member is a trustee or (iii) a
controlled affiliate of such member. Pursuant to the merger agreement relating
to the acquisition of NORIC by Pogo, the board of directors of Pogo has taken
action so that the former NORIC shareholders collectively as a group are not
considered an "Acquiring Person" under Pogo's shareholders' rights plan solely
by virtue the foregoing relationships.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
List below the financial statements, pro forma financial information and
exhibits, if any, filed as part of this report.
(a) Financial statements of businesses acquired
Consolidated balance sheets for North Central Oil Corporation
and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of
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operations, cash flows and stockholders' equity for each of the
three years in the period ended December 31, 2000. See Exhibit
99.1 incorporated by reference herein.
(b) Pro forma financial information
Unaudited Pro Forma Condensed Consolidated Financial Statements
giving effect to the merger of NORIC with and into Pogo as if
merger had occurred on January 1, 2000 (for purposes of the pro
forma unaudited condensed consolidated statement of income) and
December 31, 2000 (for purposes of the pro forma unaudited
condensed consolidated balance sheet). See Exhibit 99.2
incorporated by reference herein.
(c) Exhibits
Exhibit 4.1 Agreement and Plan of Merger Among Pogo and NORIC and the
shareholders signatory thereto dated as of November 19, 2000.
Exhibit 4.2 Registration Rights Agreement dated as of March 14, 2001 among
Pogo and the shareholders party thereto.
Exhibit 4.3 Standstill and Voting Agreement dated as of March 14, 2001 among
Pogo and the shareholders party thereto.
Exhibit 4.4 Credit Agreement dated as of March 8, 2001, among Pogo, as the
Borrower, certain Commercial Lending Institutions, as the
Lenders, Bank of Montreal, as Administrative Agent, Toronto
Dominion (Texas), Inc., as Syndication Agent, BNP Paribas, as
Documentation Agent and Bank of America, N.A. and Fleet National
Bank, as Managing Agents.
Exhibit 23.1 Consent of Arthur Andersen LLP.
Exhibit 99.1 Consolidated balance sheets for North Central Oil Corporation
and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of operations, cash flows and
stockholders' equity for each of the three years in the period
ended December 31, 2000.
Exhibit 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements
giving effect to the merger of NORIC with and into Pogo as if
merger had occurred on January 1, 2000 (for purposes of the pro
forma unaudited condensed consolidated statement of income) and
December 31, 2000 (for purposes of the pro forma unaudited
condensed consolidated balance sheet).
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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 thereunto duly authorized.
Pogo Producing Company
Date: March 26, 2001 By: /s/ Gerald A. Morton
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Gerald A. Morton
Vice President - Law
and Corporate Secretary
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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Exhibit 4.1 Agreement and Plan of Merger Among Pogo and NORIC and the
shareholders signatory thereto dated as of November 19, 2000.
Exhibit 4.2 Registration Rights Agreement dated as of March 14, 2001 among
Pogo and the shareholders party thereto.
Exhibit 4.3 Standstill and Voting Agreement dated as of March 14, 2001 among
Pogo and the shareholders party thereto.
Exhibit 4.4 Credit Agreement dated as of March 8, 2001, among Pogo, as the
Borrower, certain Commercial Lending Institutions, as the
Lenders, Bank of Montreal, as Administrative Agent, Toronto
Dominion (Texas), Inc., as Syndication Agent, BNP Paribas, as
Documentation Agent and Bank of America, N.A. and Fleet National
Bank, as Managing Agents.
Exhibit 23.1 Consent of Arthur Andersen LLP.
Exhibit 99.1 Consolidated balance sheets for North Central Oil Corporation
and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of operations, cash flows and
stockholders' equity for each of the three years in the period
ended December 31, 2000.
Exhibit 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements
giving effect to the merger of NORIC with and into Pogo as if
merger had occurred on January 1, 2000 (for purposes of the pro
forma unaudited condensed consolidated statement of income) and
December 31, 2000 (for purposes of the pro forma unaudited
condensed consolidated balance sheet).