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As filed with the Securities and Exchange Commission on August 10, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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POGO PRODUCING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 74-1659398
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
GERALD A. MORTON
5 GREENWAY PLAZA, VICE PRESIDENT -- LAW
SUITE 2700 AND CORPORATE SECRETARY
HOUSTON, TEXAS 77046 POGO PRODUCING COMPANY
(713) 297-5000 5 GREENWAY PLAZA, SUITE 2700
(713) 297-4900 (FAX) HOUSTON, TEXAS 77046
(713) 297-5017
(713) 297-4970 (FAX)
(Address, including zip code,
and telephone number, including
area code, of registrant's (Name, address, including zip code,
principal executive offices) and telephone number, including
area code, of agent for service)
Copy to:
Stephen A. Massad
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
(713) 229-1234
(713) 229-1522 (Fax)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box.[ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
CALCULATION OF REGISTRATION FEE
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
--------------------------- ---------- --------- -------------- ----------------
COMMON STOCK, PAR VALUE $1.00 12,615,816 $23.91(2) $301,644,160.56(2) $75,411.04(2)
PER SHARE(1)
(1) Includes the associated rights under the Shareholder Rights Plan, which
initially are attached to and trade with the shares of Common Stock being
registered hereby.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c). Pursuant to Rule 457(c), the proposed maximum offering
price has been calculated based on the average of the high and low prices
of the Common Stock on the New York Stock Exchange on August 9, 2001.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED AUGUST 10, 2001
POGO PRODUCING COMPANY
[Logo]
POGO PRODUCING COMPANY
5 GREENWAY PLAZA, SUITE 2700
HOUSTON, TEXAS 77046
12,615,816 SHARES
COMMON STOCK
The common stock trades on the New York Stock Exchange
and the Pacific Exchange under the symbol PPP.
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The selling shareholders named in this prospectus are offering all of the
shares. The selling shareholders will pay all underwriting discounts and selling
commissions, if any, applicable to the sale of the common stock. Pogo will not
receive any of the proceeds from the sale of the shares.
The selling shareholders may offer and sell shares of our common stock from
time to time at prevailing market prices, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices.
You should read this prospectus and any supplement carefully before you
invest, ESPECIALLY THE RISK FACTORS BEGINNING ON PAGE 4.
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Our common stock is listed on the New York Stock Exchange under the symbol
"PPP." On August 9, 2001, the last reported sales price for our common stock on
the New York Stock Exchange was $23.75 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is ___________, 2001
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TABLE OF CONTENTS
PAGE
About This Prospectus ................................................... 2
About Pogo Producing Company ............................................ 3
Risk Factors ............................................................ 4
Forward-Looking Statements .............................................. 10
Use of Proceeds ......................................................... 11
Selling Shareholders .................................................... 11
Trading Limitations and Restrictions .................................... 13
Plan of Distribution .................................................... 14
Legal Matters ........................................................... 16
Experts ................................................................. 16
Where You Can Find More Information ..................................... 16
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed
with the Securities and Exchange Commission under a "shelf" registration
process. Using this process, the selling shareholders may offer the securities
described in this prospectus in one or more offerings up to a total of
12,615,816 shares of common stock. This prospectus provides you with a general
description of the common stock. Please carefully read this prospectus in
addition to the information contained in the documents we refer to under the
heading "Where You Can Find More Information."
The registration statement that contains this prospectus (including the
exhibits to the registration statement) contains additional information about
Pogo and the offered securities. That registration statement can be read at the
SEC's web site or at the SEC's offices mentioned under the heading "Where You
Can Find More Information."
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ABOUT POGO PRODUCING COMPANY
Pogo Producing Company is an independent oil and gas exploration and
production company based in Houston, Texas. Incorporated in 1970, we have, in
recent years, established a record of increasing our proven hydrocarbon
reserves, principally through exploration, exploitation and development of our
properties and the selective acquisition of additional interests in producing
properties. Through a portfolio of domestic and international properties, we
concentrate our efforts on a mix of both offshore and onshore opportunities that
provide a balanced exposure to oil and natural gas production. In recent years,
we have concentrated our efforts in selected areas where we believe that our
expertise, competitive acreage position, or ability to quickly take advantage of
new opportunities offer the possibility of relatively high rates of return.
Domestically, we have an extensive Gulf of Mexico reserve and acreage position
and we are also active in the Permian Basin of Southeast New Mexico and West
Texas and in other areas of Texas and Louisiana. Internationally, through our
subsidiary Thaipo Limited, we own an interest in the Block B8/32 concession
license in the Gulf of Thailand. We also own interests in Hungary, and in the
United Kingdom and Danish sectors of the North Sea. On March 14, 2001, we
acquired North Central Oil Corporation ("North Central") for cash and stock
through a merger of its parent company, NORIC Corporation, with and into Pogo.
North Central's properties are concentrated in four core areas: South Texas, the
Rocky Mountains, South Louisiana and the Texas Gulf Coast.
You should consider carefully the information under the caption "Risk
Factors."
Our principal executive offices are located at the following address:
Pogo Producing Company
5 Greenway Plaza, Suite 2700
Houston, Texas 77046
(713) 297-5000 (telephone)
(713) 297-5100 (facsimile)
Additional information concerning Pogo and our subsidiaries, including
North Central, is included in our reports and other documents incorporated by
reference in this prospectus. See "Where You Can Find More Information."
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RISK FACTORS
Your investment in our common stock involves risks inherent in our
business. The value of your investment may decrease. You should carefully
consider the following Risk Factors and those in the accompanying prospectus
supplement before deciding whether an investment in our common stock is suitable
for you.
NATURAL GAS AND OIL PRICES FLUCTUATE WIDELY, AND LOW PRICES COULD HAVE A
MATERIAL ADVERSE IMPACT ON OUR BUSINESS.
Our revenues, profitability and future growth depend substantially on
prevailing prices for natural gas and oil. Oil and natural gas market prices
have historically been seasonal, cyclical and volatile. The average prices that
we currently receive for our production are higher than their historic average,
but significantly lower than what we received in early 2001. A future drop in
oil and/or gas prices, such as the decline that occurred in 1998, could have a
material adverse effect on our cash flow and profitability. A sustained period
of low prices could have a material adverse effect on our operations and
financial condition. This could also result in a reduction in funds available
under our bank credit agreement. Lower prices may also reduce the amount of
natural gas and oil that we can economically produce.
Among the factors that can cause oil and gas price fluctuation are:
- the level of consumer product demand;
- weather conditions;
- domestic and foreign governmental regulations;
- the price and availability of alternative fuels;
- political conditions in natural gas and oil producing regions;
- the domestic and foreign supply of natural gas and oil;
- the price of foreign imports; and
- overall economic conditions.
THE NATURAL GAS AND OIL BUSINESS INVOLVES MANY OPERATING RISKS THAT CAN CAUSE
SUBSTANTIAL LOSSES OR HINDER MARKETING EFFORTS.
Numerous risks affect our drilling activities, including the risk of
drilling non-productive wells or dry holes. The cost of drilling, completing and
operating wells and of installing production facilities and pipelines is often
uncertain. Also, our drilling operations could diminish or cease because of any
of the following:
- title problems;
- weather conditions;
- fires;
- explosions;
- blow-outs and surface cratering;
- uncontrollable flows of underground natural gas, oil and formation
water;
- natural disasters;
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- pipe or cement failures;
- casing collapses;
- embedded oilfield drilling and service tools;
- abnormally pressured formations;
- environmental hazards such as natural gas leaks, oil spills,
pipeline ruptures and discharges of toxic gases;
- noncompliance with governmental requirements; or
- shortages or delays in the delivery or availability of equipment or
fabrication yards.
Offshore operations are also subject to a variety of operating risks
peculiar to the marine environment, such as capsizing, collisions and damage or
loss from hurricanes or other adverse weather conditions. These conditions can
cause substantial damage to facilities and interrupt production. As a result, we
could incur substantial liabilities that could reduce or eliminate the funds
available for exploration, development or leasehold acquisitions, or result in
loss of equipment and properties.
Moreover, effective marketing of our natural gas production depends on
a number of factors, such as the following:
- existing market supply of and demand for natural gas;
- the proximity of our reserves to pipelines;
- the available capacity of such pipelines; and
- government regulations.
The marketing of oil and gas production similarly depends on the
availability of pipelines and other transportation, processing and refining
facilities, and the existence of adequate markets. As a result, even if
hydrocarbons are discovered in commercial quantities, a substantial period of
time may elapse before commercial production commences. If pipeline facilities
in an area are insufficient, we may have to wait for the construction or
expansion of pipeline capacity before we can market production from that area.
WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT DRILLING EQUIPMENT AND EXPERIENCED
PERSONNEL TO CONDUCT OUR OPERATIONS.
The recent increase in drilling activity throughout the world has
increased the demand for drilling rigs, drilling vessels, supply boats and
personnel experienced in the oil and gas industry in general, and the offshore
oil and gas industry in particular. Recently we have experienced difficulty and
delays in consistently obtaining services and equipment from vendors, obtaining
drilling rigs and other equipment at favorable rates, and scheduling equipment
fabrication at factories and fabrication yards. In addition, the costs of such
services, equipment and personnel have recently risen significantly. No
assurance can be given that such services, equipment and personnel will be
available in a timely manner, or that operational and fabrication costs will not
increase significantly.
OUR FOREIGN OPERATIONS SUBJECT US TO ADDITIONAL RISKS.
Our ownership and operations in Thailand, Hungary, the North Sea and
any other foreign areas where we do business are subject to the various risks
inherent in foreign operations. These risks may include the following:
- currency restrictions and exchange rate fluctuations;
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- loss of revenue, property and equipment due to expropriation,
nationalization, war, insurrection and other political risks;
- risks of increases in taxes and governmental royalties,
renegotiation of contracts with governmental entities, and
quasi-governmental agencies;
- changes in laws and policies governing operations of foreign-based
companies; and
- other uncertainties arising out of foreign government sovereignty,
and inability to fund foreign operations from the United States.
United States laws and policies on foreign trade, taxation and investment may
also adversely affect international operations. In addition, if a dispute arises
from foreign operations, foreign courts may have exclusive jurisdiction over the
dispute, or we may not be able to subject foreign persons to the jurisdiction of
United States courts. We seek to manage these risks by concentrating our
international operations in areas where we believe that the existing government
is stable and favorably disposed towards United States oil and gas companies.
WE CANNOT CONTROL THE ACTIVITIES ON PROPERTIES WE DO NOT OPERATE; OPERATORS OF
THOSE PROPERTIES MAY ACT IN WAYS THAT ARE NOT IN OUR BEST INTERESTS.
Other companies operate a significant percentage of the oil and gas
properties in which we have an interest. As a result, we have limited influence
over operations on some of those properties or their associated costs. Our
limited influence on non-operated properties could result in the following:
- the operator may initiate exploration or development projects on a
different schedule than we prefer;
- the operator may propose to drill more wells or build more
facilities on a project than we have funds for, which may mean that
we cannot participate in those projects or share in a substantial
share of the revenues from those projects; and
- if the operator refuses to initiate an exploration or development
project, we may not be able to pursue the project.
Any of these events could significantly affect our anticipated exploration and
development activities and the economic value of those properties to us.
IF OUR PARTNERS HAVE LIQUIDITY AND CASH FLOW PROBLEMS, WE MAY HAVE DIFFICULTY
FINANCING AND DEVELOPING OUR PROJECTS.
If oil and gas prices were to decline significantly, some of our
partners, particularly the smaller ones, may undergo liquidity and cash flow
problems. These problems may lead to their attempting to delay or slow down the
pace of drilling or project development to a point that we believe is
detrimental to the project. In most cases, we have the ability to influence the
pace of capital expenditures and field development through our joint operating
agreements. In addition, some partners may be unwilling or unable to pay their
share of the costs of projects as they become due. At worst, a partner may
declare bankruptcy and refuse or be unable to pay its share of the costs of a
project. We could then be required to pay that partner's share of the project
costs.
MAINTAINING RESERVES AND REVENUES IN THE FUTURE DEPENDS ON SUCCESSFUL
EXPLORATION AND DEVELOPMENT.
We must continually acquire or explore for and develop new oil and
natural gas reserves to replace those produced and sold. Our hydrocarbon
reserves and revenues will decline if we are not successful in our drilling,
acquisition or exploration activities. Although we have historically maintained
our reserves base primarily through successful exploration and development
operations, we cannot assure you that our future efforts will be similarly
successful.
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OUR OFFSHORE AND ONSHORE OPERATIONS ARE SUBJECT TO CASUALTY RISKS AGAINST WHICH
WE CANNOT FULLY INSURE.
Our operations are subject to inherent casualty risks such as blowouts,
fires, explosions and marine hazards. If any such event occurred, we could be
subject to substantial financial losses due to personal injury, property damage,
environmental discharge, or suspension of operations. Because we are a
relatively small oil and gas company, the impact on us of one of these events
could be significant. Although we purchase customary insurance, we are not fully
insured against all risks incident to our business. For some risks, we may not
obtain insurance if we believe the cost of available insurance is excessive
relative to the risks presented. In addition, pollution and environmental risks
generally are not fully insurable. If a significant accident or other event
occurs and is not fully covered by insurance, it could adversely affect our
operations.
WE HAVE SUBSTANTIAL CAPITAL REQUIREMENTS.
We require substantial capital to replace our reserves and generate
sufficient cash flow to meet our financial obligations. If we cannot generate
sufficient cash flow from operations or raise funds externally in the amounts
and at the times needed, we may not be able to replace our reserves or meet our
financial obligations. Our ongoing capital requirements consist primarily of the
following items:
- funding the remainder of our 2001 capital and exploration budget;
- other allocations for acquisition, development, production,
exploration and abandonment of oil and gas reserves; and
- future dividend payments.
Our 2001 capital and exploration budget as established by our board of directors
is $350 million (excluding purchased reserves and interest capitalized).
We plan to finance anticipated ongoing expenses and capital
requirements with funds generated from the following sources:
- available cash and cash investments;
- cash provided by operating activities;
- funds available under our bank credit agreement and banker's
acceptance agreement;
- capital we believe we can raise through debt and equity offerings;
and
- asset sales.
We believe the funds provided by these sources will be sufficient to
meet the remainder of our 2001 cash requirements. However, the uncertainties and
risks associated with future performance and revenues, as described in these
Risk Factors, will ultimately determine our liquidity and ability to meet our
anticipated capital requirements.
WE MAY NOT BE ABLE TO PROFITABLY MARKET AND SELL ALL OF THE PRODUCTION FROM OUR
CONCESSION IN THAILAND.
We may not be able to successfully and profitably process, transport
and market all the oil and gas we find and produce on our concession in the Gulf
of Thailand. Currently, the only buyer for the natural gas we produce is the
Petroleum Authority of Thailand, which maintains a monopoly over gas
transmission and distribution in Thailand. Our current gas contract with the
Petroleum Authority limits us to delivering approximately 145 million cubic feet
of gas per day. Due to an abundance of natural gas under contract to the
Petroleum Authority, the Petroleum Authority has generally not taken
significantly more than its contractual minimum. Although there are no direct
contractual limitations on our ability to produce and market crude oil from our
Thailand concession, because a
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significant portion of the oil we produce from our Thailand concession is
associated with natural gas, limits on natural gas production could limit our
oil production as well.
OUR GAS SALES AGREEMENT IN THAILAND REQUIRES US TO SELL A PORTION OF OUR
THAILAND PRODUCTION AT A REDUCED PRICE IF WE DO NOT MEET OUR MINIMUM DELIVERY
REQUIREMENTS.
We are currently receiving the full contract price on our current
production in Thailand. However, if we and our partners fail to deliver the
minimum quantities under the gas sales agreement, the Petroleum Authority has
the right to reduce the purchase price on an equivalent amount of subsequent
deliveries to 75% of the contract price.
ECONOMIC CONDITIONS IN SOUTHEAST ASIA CAN HURT OUR CASH FLOW.
During 1997 and 1998, Southeast Asia in general, and the Kingdom of
Thailand in particular, experienced severe economic difficulties. These problems
included sharply reduced economic activity, illiquidity, highly volatile foreign
currency exchange rates and unstable stock markets. Although Southeast Asian
markets have recovered somewhat, they remain below their recent historic highs.
Economic difficulties in Thailand and the volatility of the Thai Baht,
Thailand's currency, against the U.S. dollar will continue to have a material
impact on our Thailand operations and the prices we receive for our oil and gas
production there.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON OUR RESERVE DATA BECAUSE THEY ARE
ESTIMATES.
No one can measure underground accumulations of oil and gas in an exact
way. Projecting future production rates and the timing of development
expenditures is also an uncertain process. Accuracy of reserve estimates depends
on the quality of available data and on economic, engineering and geological
interpretation and judgment. As a result, our reserve estimates often differ
from the quantities of oil and gas we ultimately recover. To estimate
economically recoverable reserves, we make various assumptions regarding future
oil and gas prices, production levels, and operating and development costs that
may prove incorrect. Any significant variance from those assumptions could
greatly affect our estimates of economically recoverable reserves and future net
revenues.
You should not assume that the present value of future net cash flows
from our proved reserves included or incorporated by reference in this
prospectus is the current value of our estimated natural gas and oil reserves.
In accordance with Securities and Exchange Commission requirements, we base the
estimated discounted future net cash flows from our proved reserves on prices
and costs on the date of the estimate. Actual future prices and costs may differ
materially from those used in the net present value estimate.
WE FACE SIGNIFICANT COMPETITION, AND WE ARE SMALLER THAN MANY OF OUR
COMPETITORS.
The oil and gas industry is highly competitive. We compete with major
and independent natural gas and oil companies for corporate and property
acquisitions. We also compete for the equipment and labor required to operate
and develop properties. Many of our competitors have substantially greater
financial and other resources than we do. As a result, those competitors may be
better able to withstand sustained periods of unsuccessful drilling. In
addition, larger competitors may be able to absorb the burden of any changes in
federal, state and local laws and regulations more easily than we can, which
would adversely affect our competitive position. These competitors may be able
to pay more for exploratory prospects, corporate acquisitions, and productive
natural gas and oil properties and may be able to define, evaluate, bid for and
purchase a greater number of properties and prospects than we can. Our ability
to explore for natural gas and oil prospects, make strategic corporate
acquisitions, and to acquire additional properties in the future will depend on
our ability to conduct operations and to evaluate and select suitable properties
and transactions in this highly competitive environment. Moreover, the oil and
gas industry itself competes with other industries in supplying the energy and
fuel needs of industrial, commercial and other consumers. Increased competition
causing oversupply or depressed prices could greatly affect our operational
revenues.
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OUR COMPETITORS MAY USE SUPERIOR TECHNOLOGY.
Our industry is subject to rapid and significant advancements in
technology, including the introduction of new products and services using new
technologies. As our competitors use or develop new technologies, we may be
placed at a competitive disadvantage, and competitive pressures may force us to
implement new technologies at a substantial cost. In addition, our competitors
may have greater financial, technical and personnel resources that allow them to
enjoy technological advantages and may in the future allow them to implement new
technologies before we can. We cannot be certain that we will be able to
implement technologies on a timely basis or at a cost that is acceptable to us.
One or more of the technologies that we currently use or that we may implement
in the future may become obsolete, and we may be adversely affected. For
example, marine seismic acquisition technology has been characterized by rapid
technological advancements in recent years and further significant technological
developments could substantially impair our 3-D seismic data's value.
WE ARE SUBJECT TO LEGAL LIMITATIONS THAT MAY ADVERSELY AFFECT THE COST, MANNER
OR FEASIBILITY OF DOING BUSINESS.
We and our subsidiaries are subject to various foreign and domestic
laws and regulations on taxation, exploration and development, and environmental
and safety matters in countries where we own or operate properties. Many laws
and regulations require drilling permits and govern the spacing of wells, the
prevention of waste, rates of production and other matters. These statutes and
regulations, and any others that are passed by the jurisdictions where we have
production, could limit the total number of wells drilled or the total allowable
production from successful wells, which could limit revenues.
WE ARE SUBJECT TO VARIOUS ENVIRONMENTAL LIABILITIES.
We could incur liability to governments or third parties for any
unlawful discharge of oil, gas or other pollutants into the air, soil or water,
including responsibility for remedial costs. We could potentially discharge oil
or natural gas into the environment in any of the following ways:
- from a well or drilling equipment at a drill site;
- leakage from storage tanks, pipelines or other gathering and
transportation facilities;
- damage to oil or natural gas wells resulting from accidents during
normal operations; and
- blowouts, cratering or explosions.
Environmental discharges may move through soil to water supplies or adjoining
properties, giving rise to additional liabilities. Some laws and regulations
could impose liability for failure to notify the proper authorities of a
discharge and other failures to comply with those laws. Environmental laws may
also affect our costs to acquire properties. We do not believe that our
environmental risks are materially different from those of comparable companies
in the oil and gas industry. However, we cannot assure you that environmental
laws will not, in the future, result in decreased production, substantially
increased operational costs or other adverse effects to our combined operations
and financial condition. Pollution and similar environmental risks generally are
not fully insurable.
HEDGING TRANSACTIONS MAY NOT COMPLETELY MITIGATE DECLINES IN OIL AND GAS PRICES.
We cannot predict future oil and gas prices with certainty. To reduce
our exposure to price fluctuations, at times we enter into contracts to hedge
against future market price changes on a portion of our production.
Historically, we have not entered into hedging transactions exceeding 50 percent
of our total oil and gas production on an energy equivalent basis for any given
period. As of August 3, 2001, we had purchased options to sell 70 million cubic
feet of natural gas production per day through December 2002. These contracts
give us the right, but not the obligation, to sell natural gas at a sales price
of $4.25 per Mcf through March 2002 and $4.00 per Mcf for the period from April
2002 through December 2002. These contracts are designed to guarantee us a
minimum "floor" price for the contracted volumes of production without limiting
our participation in price increases during the covered period.
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FORWARD-LOOKING STATEMENTS
Certain of the statements contained or incorporated by reference in
this prospectus are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. If a statement is not a statement of
historical fact then it is a forward-looking statement. You can identify a
forward-looking statement by our use of the words "anticipate," "estimate,"
"expect," "may," "believe," "objective," "projection," "forecast," "goal," and
similar expressions. These forward-looking statements include our statements
regarding the timing of future events, our anticipated future operations and our
anticipated future financial position and cash requirements. Although we believe
that the expectations reflected in our forward-looking statements are
reasonable, we do not know whether our expectations will prove correct. We
disclose the important factors that could cause Pogo's actual results to differ
materially from our expectations in cautionary statements made in this
prospectus and in other filings by Pogo with the Securities and Exchange
Commission. All subsequent written and oral forward-looking statements
attributable to Pogo or persons acting on our behalf are expressly qualified in
their entirety by these cautionary statements. Pogo's actual results could
differ materially from those anticipated in these forward-looking statements as
a result of the risk factors set forth below and other factors set forth in or
incorporated by reference in this prospectus. These factors include:
- the cyclical nature of the oil and natural gas industries
- our ability to successfully and profitably find and produce oil and
gas
- uncertainties associated with the United States and worldwide
economies
- current and potential governmental regulatory actions in countries
where Pogo owns an interest
- substantial competition from larger companies
- Pogo's ability to implement cost reductions
- operating interruptions (including leaks, explosions, fires,
mechanical failure, unscheduled downtime, transportation
interruptions, and spills and releases and other environmental
risks)
- fluctuations in foreign currency exchange rates in areas of the
world where Pogo owns an interest, particularly Southeast Asia, and
- covenant restrictions in Pogo's indebtedness.
Many of those factors are beyond Pogo's ability to control or predict. We
caution you not to put undue reliance on forward-looking statements or to
project any future results based on such statements or on present or prior
earnings levels.
All subsequent written and oral forward-looking statements attributable
to Pogo and persons acting on our behalf are qualified in their entirety by the
cautionary statements contained in this section and elsewhere in this
prospectus.
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USE OF PROCEEDS
We will not receive any proceeds from sales of common stock by the
selling shareholders.
SELLING SHAREHOLDERS
In March 2001, we completed the acquisition of North Central Oil
Corporation through the merger of its parent company, NORIC Corporation, with
and into Pogo. In connection with the merger, Pogo paid former shareholders of
NORIC $344,711,000 in cash and issued them 12,615,816 shares of Pogo common
stock covered by this prospectus.
In a registration rights agreement we entered into with the selling
shareholders in connection with the merger, we agreed that we would register for
resale under the Securities Act of 1933 the 12,615,816 shares of common stock
received by the selling shareholders in the merger. This prospectus covers the
offer and sale of the shares of common stock by each of the selling shareholders
set forth in the table below or their donees of 500 shares or less.
In the registration rights agreement, we have agreed to indemnify the
selling shareholders against liabilities arising out of any actual or alleged
material misstatements or omissions in the registration statement that we have
filed relating to this offering or any related prospectus or prospectus
supplement, other than liabilities arising from information supplied by the
selling shareholders for use in the registration statement, prospectus or
supplement. Each selling shareholder, severally but not jointly, has agreed in
the registration rights agreement to indemnify us against liabilities arising
out of any actual or alleged material misstatements or omissions in the
registration statement or any related prospectus or prospectus supplement to the
extent that the misstatements or omissions were made in reliance upon written
information furnished to us by the selling shareholder expressly for use in the
registration statement, prospectus or supplement. The indemnification by any
selling shareholder is limited to the proceeds received by that shareholder from
the sale of shares of common stock under this prospectus. In the registration
agreement, we also have agreed to pay the costs and fees of registering the
shares of common stock covered by this prospectus, but the selling shareholders
have agreed to pay underwriting discounts and commissions or brokerage
commissions incurred in connection with the sale of the shares and fees and
expenses of their counsel. Except for their ownership of shares of our common
stock, the contractual relationships provided in the registration agreement and
the transactions described above, the selling shareholders have held no position
or office with Pogo and have had no material relationship with us or with any of
our predecessors or affiliates within the past three years.
The following table presents the name of each selling shareholder, the
number of shares of common stock that each selling shareholder owns, the number
of shares of common stock that may be offered for resale by each selling
shareholder under this prospectus and the percent of outstanding shares of
common stock each selling shareholder owned prior to this offering. Since the
selling shareholders may sell all, some or none of their shares, no estimate can
be made of the aggregate number of shares of common stock that will be sold or
that will be owned by each selling shareholder upon completion of this offering.
If a selling shareholder transfers more than 500 shares of common stock by gift,
pledge or other non-sale transfer after the effective date of the registration
statement of which this prospectus is a part, the donee, pledgee or transferee
may make no offer or sale under this prospectus until such person has notified
us and a supplement to this prospectus has been filed or an amendment to the
related registration statement has become effective. Subject to contractual
restrictions on transfer in the registration rights agreement and a related
standstill and voting agreement, we will supplement or amend this prospectus to
include additional selling shareholders upon request and upon provision to us of
all required information.
We prepared this table based on information contained in public filings
made by the selling shareholders named in this table or provided separately to
us by such selling shareholders, and we have not sought to verify the
information.
11
13
PERCENT OF
OUTSTANDING
NUMBER OF SHARES
SHARES SHARES PRIOR TO THIS
NAME OF SELLING SHAREHOLDER OWNED OFFERED OFFERING(1)
---------------------------------------------------------- --------- --------- -------------
Robert G. Goelet, Philip Goelet and Edmond de La Haye
Jousselin, as Trustees under Agreement dated August
26, 1930 for the benefit of Beatrice G. Manice ....... 1,778,554 1,778,554 3.32%
Robert G. Goelet, Philip Goelet and Edmond de La Haye
Jousselin, as Trustees under Agreement dated July
27, 1935 for the benefit of Beatrice G. Manice ....... 571,678 571,678 1.07%
Robert G. Goelet, Philip Goelet and Edmond de La Haye
Jousselin, as Trustees under the Will of Robert
Walton Goelet for the benefit of Beatrice G. Manice .. 381,119 381,119 *
Alexandra C. Goelet, Philip Goelet and Edmond de La
Haye Jousselin, as Trustees under Agreement dated
August 26, 1930 for the benefit of Robert G. Goelet .. 1,778,554 1,778,554 3.32%
Alexandra C. Goelet, Philip Goelet and Edmond de La
Haye Jousselin, as Trustees under Agreement dated
July 27, 1935 for the benefit of Robert G. Goelet .... 571,678 571,678 1.07%
Robert G. Goelet, Philip Goelet and Edmond de La Haye
Jousselin, as Trustees under the Will of Robert
Walton Goelet for the benefit of Robert G. Goelet .... 571,678 571,678 1.07%
Robert G. Goelet, Philip Goelet and Edmond de La Haye
Jousselin, as Trustees of the Trust under Agreement
dated July 27, 1935 for the benefit of Francis Goelet 571,678 571,678 1.07%
Robert G. Goelet, Philip Goelet and Edmond de La Haye
Jousselin, as Trustees of the Trust under Agreement
dated December 18, 1931 for the benefit of John Goelet 1,333,915 1,333,915 2.49%
Henrietta Goelet and Robert S. Rich, as Trustees of the
Trust under Agreement dated December 17, 1976 for
the benefit of grandchildren of John Goelet .......... 444,638 444,638 *
Robert G. Goelet, Philip Goelet and Edmond de La Haye
Jousselin, as Trustees of the Trust under Agreement
dated July 27, 1935 for the benefit of John Goelet ... 571,678 571,678 1.07%
Robert G. Goelet, Philip Goelet and Edmond de La Haye
Jousselin, as Trustees under the Will of Robert
Walton Goelet for the benefit of John Goelet ......... 476,398 476,398 *
Robert G. Goelet ......................................... 682,281 682,281 1.27%
12
14
PERCENT OF
OUTSTANDING
NUMBER OF SHARES
SHARES SHARES PRIOR TO THIS
NAME OF SELLING SHAREHOLDER OWNED OFFERED OFFERING(1)
---------------------------------------------------------- --------- --------- -------------
John H. Manice ........................................... 70,697 70,697 *
Robert G. Goelet, Philip Goelet and Edmond de La Haye
Jousselin, as Trustees of the Trust dated September 4,
1980, as amended, for the benefit of Anne de La Haye
Jousselin ............................................ 82,755 82,755 *
Robert G. Manice ......................................... 29,499 29,499 *
Henry W. Manice .......................................... 2,871 2,871 *
Emily P. Manice .......................................... 2,871 2,871 *
Harriet W. Manice ........................................ 2,871 2,871 *
Amelia M. Berkowitz ...................................... 70,697 70,697 *
Pamela Manice ............................................ 80,602 80,602 *
Alexandra Gardiner Goelet ................................ 47,640 47,640 *
Robert Gardiner Goelet ................................... 47,640 47,640 *
Philip Goelet ............................................ 175,379 175,379 *
Christopher Goelet ....................................... 170,642 170,642 *
Gilbert Kerlin ........................................... 1,492,750 1,492,750 2.78%
Windward Oil & Gas Corporation ........................... 590,698 590,698 1.10%
Arthur N. Field .......................................... 14,355 14,355 *
---------- ---------- -----
TOTAL 12,615,816 12,615,816 23.53%
------------------------
(1) Based on shares outstanding as of August 2, 2001. According to a
Schedule 13D filed by the selling shareholders, the selling shareholders are
members of a "group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act. The ownership shown for each selling shareholder does not include
shares held by the other shareholders that the selling shareholder may be deemed
to beneficially own for purposes of Section 13(d). An asterisk indicates
ownership of less than 1% of shares outstanding prior to the offering.
The selling shareholders listed above and their permitted transferees
under the terms of the registration rights agreement may sell up to all of the
shares of the common stock shown above under the heading "Shares Offered"
pursuant to this prospectus in one or more transactions from time to time as
described below under "Plan of Distribution." Permitted transferees under the
registration rights agreement may include affiliates of or successors in
interest to the selling shareholders or persons or entities obtaining common
stock from the selling shareholders as a gift, on foreclosure of a pledge, in a
distribution or dividend of assets by an entity to its equity holders or in
another private transaction. However, the selling shareholders are not obligated
to sell any of the shares of common stock offered by this prospectus.
TRADING LIMITATIONS AND RESTRICTIONS
Pogo entered into a registration rights agreement with the selling
shareholders in connection with Pogo's acquisition of North Central. The
following summary of that agreement and provisions of the related standstill and
voting agreement is qualified by reference to those agreements itself, which are
incorporated by reference into this document.
Initial restriction on trading; registration of shares. The selling
shareholders are generally prohibited from publicly selling any Pogo shares
until September 11, 2001, which is 181 days after the effective date of the
North Central acquisition. Pogo agreed to use its reasonable best efforts to
register for resale the shares of common stock held by the selling shareholders
by September 11, 2001. Pogo must also use its reasonable best efforts to keep
the registration statement covering such resales effective until March 14, 2003.
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15
Sale of registered shares; Limitations on volume with respect to
registered shares other than in underwritten public offerings. This prospectus
may be used to sell the shares of the selling stockholders from time to time in
open market and private transactions, subject to a limitation of 1,000,000
shares during any period of 90 consecutive days during the period that begins on
September 11, 2001 and ends on September 10, 2002. In addition, until March 14,
2003 and for as long as the selling shareholders are considered "affiliates" of
Pogo, they will also be subject to volume limitations under Rule 144 of the
Securities Act of 1933.
Underwritten public offerings; Limitations on volume with respect to
registered shares. In addition to the shares that may be sold by the selling
shareholders as discussed above, the selling shareholders may sell their shares
in underwritten public offerings. The registration rights agreement provides for
one underwritten public offering. At the discretion, and upon the request, of
holders of at least 50% of the shares offered hereby, selling shareholders may
sell not less than 4,000,000 shares nor more than 7,000,000 shares offered
hereby as part of an underwritten public offering that results in a broad
distribution of the selling shareholders' shares. Pogo has agreed to assist the
selling shareholders and to pay its own expenses (but not the underwriter's
discount, if any) in connection with such an offering. Additional information
regarding any underwritten offering made at the request of the selling
shareholders will be contained in a supplement to this prospectus. In addition
to the one underwritten public offering that the selling shareholders may
initiate, at the selling shareholders' request, Pogo has agreed to include the
selling shareholders shares in any registration statement Pogo files for itself
or for the account of any other shareholders. The selling shareholders' ability
to "piggyback" on other public offerings is subject to the maximum number of
shares which the managing underwriter of that offering considers appropriate,
with registered shares to be allocated first to Pogo or the shareholders for
whose account the offering is being conducted, and then to the selling
shareholders requesting to participate in the offering.
"Lock-up agreements." Each selling shareholder participating in an
underwritten offering must enter into a customary lock-up agreement under which
the seller agrees not to sell Pogo shares for a period up to 90 days after the
closing of the relevant offering.
Other agreements. The registration rights agreement also contains
customary provisions relating to procedures for registration, blackout periods
and indemnification.
PLAN OF DISTRIBUTION
The selling shareholders have advised us that they may offer and sell
the shares of common stock offered by this prospectus from time to time in one
or more of the following transactions:
- through the New York Stock Exchange, the Pacific Exchange, or any
other securities exchange that quotes the common stock;
- in the over-the-counter market;
- in transactions other than on such exchanges or in the
over-the-counter market (including negotiated transactions and
other private transactions);
- in short sales of the common stock, in transactions to cover short
sales or otherwise in connection with short sales;
- by pledge to secure debts and other obligations or on foreclosure
of a pledge;
- through put or call options, including the writing of
exchange-traded call options, or other hedging transactions related
to the common stock; or
- in a combination of any of the above transactions.
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16
The selling shareholders also have advised us that the hedging
transactions that may be entered into by the selling shareholders from time to
time may include one or more of the following transactions, in which a selling
shareholder may:
- enter into transactions with a broker-dealer or any other person in
connection with which such broker-dealer or other person will
engage in short sales of the common stock under this prospectus, in
which case such broker-dealer or other person may use shares of
common stock received from the selling shareholder to close out its
short positions;
- sell common stock short itself and redeliver shares offered by this
prospectus to close out its short positions or to close out stock
loans incurred in connection with their short positions;
- enter into option or other types of transactions that require the
selling shareholder to deliver common stock to a broker-dealer or
any other person, who will then resell or transfer the common stock
under this prospectus; or
- loan or pledge the common stock to a broker-dealer or any other
person, who may sell the loaned shares or, in an event of default
in the case of a pledge, sell the pledged shares under this
prospectus.
The selling shareholders have advised us that they may use
broker-dealers or other persons to sell their shares in transactions that may
include one or more of the following:
- a block trade in which a broker-dealer or other person may resell a
portion of the block, as principal or agent, in order to facilitate
the transaction;
- purchases by a broker-dealer or other person, as principal, and
resale by the broker-dealer or other person for its account; or
- ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
Broker-dealers or other persons may receive discounts or commissions from the
selling shareholders, or they may receive commissions from purchasers of shares
for whom they acted as agents, or both. Broker-dealers or other persons engaged
by the selling shareholders may allow other broker-dealers or other persons to
participate in resales. The selling shareholders may agree to indemnify any
broker-dealer or agent against certain liabilities related to the selling of the
shares, including liabilities arising under the Securities Act of 1933. If a
broker-dealer purchases shares as a principal, it may resell the shares for its
own account under this prospectus. A distribution of the common stock by the
selling shareholders may also be effected through the issuance by the selling
shareholders or others of derivative securities, including warrants,
exchangeable securities, forward delivery contracts and the writing of options.
The selling shareholders have advised us that they may sell their
shares at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at negotiated prices or at fixed prices and that
the transactions listed above may include cross or block transactions.
The aggregate proceeds to the selling shareholders from the sale of the
shares of common stock will be the purchase price of the shares less the
aggregate agents' discounts or commissions, if any, and other expenses of the
distribution not borne by us. The selling shareholders and any agent, broker or
dealer that participates in sales of common stock offered by this prospectus may
be deemed "underwriters" under the Securities Act of 1933 and any commissions or
other consideration received by any agent, broker or dealer may be considered
underwriting discounts or commissions under the Securities Act of 1933. The
selling shareholders have advised us that they may agree to indemnify any agent,
broker or dealer that participates in sales of common stock against liabilities
arising under the Securities Act of 1933 from sales of common stock.
Instead of selling common stock under this prospectus, the selling
shareholders have advised us that they may sell common stock in compliance with
the provisions of Rule 144 under the Securities Act of 1933, if available.
15
17
We have informed the selling shareholders that the anti-manipulation
provisions of Regulation M under the Securities Exchange Act of 1934 may apply
to their sales of common stock.
The term "selling shareholders" also includes affiliates of and
successors in interest to the selling shareholders and persons and entities who
obtain common stock from selling shareholders as a gift, on foreclosure of a
pledge, in a distribution or dividend of assets by an entity to its equity
holders or in another private transaction, subject to the contractual
restrictions on transfers in the registration rights agreement and standstill
and voting agreement.
Additional information related to the selling shareholders and the plan
of distribution may be provided in one or more prospectus supplements.
LEGAL MATTERS
Certain legal matters in connection with the Securities offered hereby
will be passed upon for us by Gerald A. Morton, Vice President-Law and Corporate
Secretary of Pogo. Mr. Morton owns approximately 10,963 shares of Pogo's common
stock directly and through Pogo's tax advantaged savings plan and owns options
to purchase an aggregate of 65,000 shares of Pogo common stock, which are or
become exercisable in periodic installments through August 1, 2004.
EXPERTS
The audited consolidated financial statements for each of Pogo
Producing Company and North Central Oil Corporation, incorporated by reference
in this registration statement to the extent and for the periods referred to in
their reports, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
The estimates of Pogo Producing Company's oil and gas reserves set
forth in our annual report on Form 10-K for the year-ended December 31, 2000,
and the related estimates set forth therein of discounted present values of
estimated future net revenues therefrom, are extracted from the report of Ryder
Scott Company, L.P. and incorporated by reference herein. The estimates of North
Central Oil Corporation's oil and gas reserves, and the related estimates of
discounted present values of estimated future net reserves therefrom, are
extracted from the report of Miller and Lents, Ltd. prepared for North Central
Oil Corporation and are incorporated by reference herein to the information
contained in our current report on Form 8-K filed on March 26, 2001.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). Our
SEC filings are available to the public over the Internet at the SEC's web site
at http://www.sec.gov. You may also read and copy any document we file with the
SEC at its public reference facilities at 450 Fifth Street, N.W., Washington,
D.C. 20549. You can also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities. You can also
obtain information about us at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
We "incorporate by reference" into this prospectus the information we
file with the SEC, which means that we can disclose important information to you
by referring you to those documents. The information we incorporate by reference
is considered to be part of this prospectus, unless we update or supersede that
information by the information contained in this prospectus or information we
file subsequently that is incorporated by reference into this prospectus. We are
incorporating by reference into this prospectus the following documents that we
have filed with the SEC, and our future filings with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the
offering of these securities is completed:
- Our annual report on Form 10-K for the year ended December 31, 2000
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18
- Our quarterly report on Form 10-Q for the quarter ended March 31,
2001
- Our quarterly report on Form 10-Q for the quarter ended June 30,
2001
- Our current report on Form 8-K filed on March 26, 2001
- Our current report on Form 8-K filed on April 6, 2001
- Our current report on Form 8-K filed on April 25, 2001
- Our current report on Form 8-K filed on August 10, 2001
- The description of our common stock contained in our Registration
Statement on Form 8-A, as may be amended from time to time to
update that description
- The description of the rights associated with our common stock
contained in our Registration Statement on Form 8-A, as may be
amended from time to time to update that description
You should rely only on the information incorporated by reference or
set forth in this prospectus or any applicable prospectus supplement. Neither
we, nor the selling shareholders, have authorized anyone else (including any
salesman or broker) to provide you with different information. The selling
shareholders are only offering these securities in states where the offer is
permitted. You should not assume that the information in this prospectus or the
applicable prospectus supplement or in any document incorporated by reference is
accurate as of any date other than the dates on the front of those documents.
You may request a copy of these filings at no cost by writing to or
telephoning us at the following address:
Pogo Producing Company
Investor Relations
5 Greenway Plaza, Suite 2700
Houston, Texas 77046-0504
Telephone: (713) 297-5000
Facsimile: (713) 297-5100
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses payable by Pogo
Producing Company ("Pogo") in connection with the offering described in this
Registration Statement.
Registration Fee................................. $ 75,411
Printing expenses................................ 25,000
Accounting fees and expenses..................... 2,000
Legal fees and expenses.......................... 25,000
Miscellaneous.................................... 5,000
--------
Total....................................... $132,411
========
The selling shareholders will pay any underwriting discounts and
commissions, brokerage fees and other expenses, including fees and expenses of
their counsel, if any, which discounts, commissions, fees and expenses are not
included in the foregoing table.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Similar indemnity is authorized for such persons against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. Pogo
maintains policies insuring its and its subsidiaries' officers and directors
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933, as amended.
Article X of the Restated Certificate of Incorporation of Pogo
eliminates the personal liability of each director of Pogo to Pogo and its
stockholders for monetary damages for breach of fiduciary duty as a director
involving any act or omission of any such director occurring on or after
September 30, 1986; provided, however, that such provision does not eliminate or
limit the liability of a director (i) for any breach of such director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Title 8, Section 174 of the General Corporation Law of the
State of Delaware or (iv) for any transaction from which such director derived
an improper personal benefit.
II-1
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The Bylaws of Pogo provide that Pogo will indemnify and hold harmless,
to the fullest extent permitted by applicable law as in effect as of the date of
the adoption of the Bylaws or as it may thereafter be amended, any person who
was or is made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director, officer, employee or
agent of Pogo or is or was serving at the request of Pogo as a director,
officer, employee, fiduciary or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person. The Bylaws further
provide that Pogo will indemnify a person in connection with a proceeding
initiated by such person only if the proceeding was authorized by the Board of
Directors of Pogo.
The Bylaws further provide that Pogo will pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a director or officer in his capacity
as a director or officer (except with regard to service to an employee benefit
plan or non-profit organizations in advance of the final disposition of the
proceeding) will be made only upon receipt of an undertaking by the director or
officer to repay all amounts advanced if it should be ultimately determined that
the director or officer is not entitled to be indemnified.
Pogo has placed in effect insurance which purports (a) to insure it
against certain costs of indemnification which may be incurred by it pursuant to
the aforementioned Bylaw provision or otherwise and (b) to insure the officers
and directors of Pogo and of specified subsidiaries against certain liabilities
incurred by them in the discharge of their functions as officers and directors
except for liabilities arising from their own malfeasance.
ITEM 16. EXHIBITS
See Index to Exhibits at page II-5.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) of the Securities Act if, in the aggregate,
the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
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21
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from
the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it
was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to
the securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on August 10, 2001.
POGO PRODUCING COMPANY
By: /S/ PAUL G. VAN WAGENEN
-----------------------------------
Paul G. Van Wagenen
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/S/ PAUL G. VAN WAGENEN Chairman, President and Chief Executive August 10, 2001
----------------------------------- Officer (Principal Executive Officer and
Paul G. Van Wagenen Director)
/S/ JAMES P. ULM, II Vice President and August 10, 2001
----------------------------------- Chief Financial Officer
James P. Ulm, II (Principal Financial Officer)
/S/ THOMAS E. HART Vice President and August 10, 2001
----------------------------------- Chief Accounting Officer
Thomas E. Hart (Principal Accounting Officer)
* Director August 10, 2001
-----------------------------------
Jerry M. Armstrong
* Director August 10, 2001
-----------------------------------
W. M. Brumley, Jr.
* Director August 10, 2001
-----------------------------------
Stephen A. Wells
* Director August 10, 2001
-----------------------------------
William L. Fisher
* Director August 10, 2001
-----------------------------------
Robert H. Campbell
* Director August 10, 2001
-----------------------------------
Gerrit W. Gong
* Director August 10, 2001
-----------------------------------
Frederick A. Klingenstein
*By: /S/ THOMAS E. HART
-------------------------------
Thomas E. Hart, Attorney-in-Fact
II-4
23
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
*4.1 Restated Certificate of Incorporation of Pogo, as Amended (filed as Exhibit 4.3 to Pogo's Registration
Statement on Form S-3 (File No. 333-60800) filed May 11, 2001 and incorporated herein by reference)
*4.2 Amended and Restated Bylaws of Pogo (filed as Exhibit 3(b) to Pogo's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997 and incorporated herein by reference)
*4.3 Certificate of Designation, Preferences and Rights of Preferred Stock of Pogo, dated March 25, 1997
(filed as Exhibit 3(a)(1) to Pogo's Annual Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference)
*4.4 Rights Agreement dated as of April 26, 1994 between Pogo and Harris Trust Company of New York,
as Rights Agent (filed as Exhibit 4 to Pogo's Current Report on Form 8-K filed April 26, 1994 and
incorporated herein by reference)
*4.5 Certificate of Designations of Series A Junior Participating Preferred Stock of Pogo dated April 26,
1994 (filed as Exhibit 4(d) to Pogo's Registration Statement on Form S-8 (File No. 33-54969) filed
August 9, 1994 and incorporated herein by reference)
5.1 Opinion of Gerald A. Morton
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ryder Scott Company, L.P.
23.3 Consent of Miller and Lents, Ltd.
23.4 Consent of Gerald A. Morton (included in Exhibit 5.1)
24.1 Powers of Attorney for Pogo
*99.1 Registration Rights Agreement, dated as of March 14, 2001, among Pogo Producing Company and the
Signing Shareholders (filed as Exhibit 4.2 to Pogo's Current Report on Form 8-K filed March 26, 2001
and incorporated herein by reference)
* Incorporated herein by reference as indicated.
II-5