FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-67324
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 13, 2001)
6,135,664 SHARES
[POGO PRODUCING COMPANY LOGO]
POGO PRODUCING COMPANY
COMMON STOCK
----------------------
Pogo shareholders are selling all of the shares. Pogo will not receive any
of the proceeds from the sale of the shares by the selling shareholders.
The shares trade on the New York Stock Exchange under the symbol "PPP." On
November 1, 2001, the last sale price of the shares as reported on the New York
Stock Exchange was $27.06 per share.
INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 2 OF THE ACCOMPANYING PROSPECTUS.
----------------------
PER SHARE TOTAL
--------- -----
Public offering price....................................... $25.50 $156,459,432
Underwriting discount....................................... $1.147 $7,037,607
Proceeds, before expenses, to the selling shareholders...... $24.353 $149,421,825
The underwriters may also purchase up to an additional 920,349 shares from
the selling shareholders at the public offering price, less the underwriting
discount, within 30 days from the date of this prospectus supplement to cover
overallotments.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The shares will be ready for delivery on or about November 7, 2001.
----------------------
MERRILL LYNCH & CO. GOLDMAN, SACHS & CO.
----------------------
The date of this prospectus supplement is November 1, 2001.
[POGO PRODUCING COMPANY LOGO] POGO PRODUCING COMPANY
Map of the world entitled "World Ventures" showing enlargements of five
geographic regions in which we explore for oil and gas (clockwise from top
left): Wyoming; Hungary; Gulf of Thailand; Coastal Onshore and Gulf of Mexico
offshore; and New Mexico and Texas.
Graph entitled "Consistent Reserves Growth" with Bcfe from zero to 1,479 on
y-axis and years 1991 to 2000 and 2000 pro forma for the acquisition of North
Central on the x-axis, with North America Reserves illustrated in blue and
Thailand Reserves illustrated in tan.
TOTAL RESERVES
THAILAND FOR THAILAND
RESERVES AND NORTH
YEAR IN BCFE AMERICA
---- -------- --------------
1991 0 315
1992 26 342
1993 66 403
1994 103 446
1995 245 599
1996 273 659
1997 358 751
1998 371 845
1999 373 847
2000 375 942
2000 375 1,479 (pro forma for the acquisition of North Central
Bar chart entitled "Average Production Profile" with net equivalent barrels
per day in thousands from zero to 80 on the y-axis and years 1990 to 2000, and
time periods 2001 Q1 and 2001 Q2/Q3 on the x-axis, with Oil, Condensate and
Plant Products shown in green and Natural Gas shown in red and with percentages
illustrated for 1990 (28% Oil, Condensate & Plant Products, 72% Natural Gas),
2000 (50% Oil, Condensate & Plant Products, 50% Natural Gas) and 2001 Q2/Q3 (43%
Oil, Condensate & Plant Products, 57% Natural Gas).
TOTAL PRODUCTION
IN NET EQUIVALENT
BARRELS PER DAY
YEAR IN THOUSANDS
---- -------------------
1990 24.8
1991 25.1
1992 27.4
1993 26.8
1994 37.5
1995 34.0
1996 32.1
1997 49.1
1998 44.7
1999 41.7
2000 55.4
2001 Q1 59.0
2001 Q2/Q3 75.1
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
Prospectus Supplement Summary............................... S-2
About Pogo Producing Company.............................. S-2
Competitive Strengths..................................... S-4
Business Strategy......................................... S-5
The Offering.............................................. S-5
Summary Historical Financial and Operating Data........... S-6
Forward-Looking Statements.................................. S-8
Price Range of Common Stock and Dividends................... S-9
Selling Shareholders........................................ S-9
Underwriting................................................ S-14
Legal Matters............................................... S-16
Experts..................................................... S-16
Commonly Used Oil and Gas Terms..................Inside back cover
PROSPECTUS
About This Prospectus....................................... i
About Pogo Producing Company................................ 1
Risk Factors................................................ 2
Forward-Looking Statements.................................. 8
Use of Proceeds............................................. 8
Selling Shareholders........................................ 8
Trading Limitations and Restrictions........................ 11
Plan of Distribution........................................ 12
Legal Matters............................................... 13
Experts..................................................... 14
Where You Can Find More Information......................... 14
----------------------
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not, the selling shareholders have not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not, the selling shareholders are not, and the underwriters are not,
making an offer to sell our common stock in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in this
prospectus supplement, the accompanying prospectus and the documents
incorporated by reference is accurate only as of their respective dates. Our
business, financial condition, results of operations and prospects may have
changed since those dates.
S-1
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information from this prospectus
supplement and the accompanying prospectus, but does not contain all information
that may be important to you. This prospectus supplement and the accompanying
prospectus include specific terms of this offering, information about our
business and financial data. We encourage you to read this prospectus supplement
and the accompanying prospectus in their entirety before making an investment
decision. Unless otherwise indicated, this prospectus supplement assumes no
exercise of the underwriters' overallotment option. You should pay special
attention to the "Risk Factors" section beginning on page 2 of the accompanying
prospectus before you make an investment decision.
ABOUT POGO PRODUCING COMPANY
Pogo is an independent oil and gas exploration and production company with
a well-balanced portfolio of domestic and international properties. Over the 31
years of our existence, Pogo has established a proven track record of growth
through exploration and acquisition. On March 14, 2001, we acquired North
Central Oil Corporation, a privately held oil and gas company, for consideration
of 12,615,816 shares of Pogo common stock, $344,711,000 in cash and the
assumption of $78,600,000 in debt. The North Central acquisition added 537.2
Bcfe to complement Pogo's existing reserves base and provides Pogo with new core
areas with growth potential. The Pogo common stock being offered through this
prospectus are some of the shares that were paid as consideration in the North
Central transaction. In this discussion about Pogo, terms such as "we", "our"
and "us" refer to Pogo and its subsidiaries.
Our proven hydrocarbon reserves have increased each year since 1991,
principally through exploration and development of our properties and, to a
lesser extent, selective corporate acquisitions, such as the acquisition of
North Central, and the acquisition of producing properties in our core areas. An
important measure of our success is our record for replacing the oil and gas
which we produce each year. The charts on the inside front cover illustrate the
areas in which we operate and our successful track record in increasing our
reserves and oil and gas production.
During the third quarter of 2001, our properties produced approximately 56%
natural gas and 44% liquids. Currently, approximately 75% of our proved reserves
are located in North America and approximately 25% are located in the Kingdom of
Thailand. We concentrate our exploration efforts in areas where we believe that
our technical and operating expertise, competitive acreage position, or ability
to quickly take advantage of new opportunities offers us the possibility of
superior rates of return. We currently have five significant operating areas:
- GULF OF MEXICO -- we have explored for oil and gas and owned leases in
the outer continental shelf area of the Gulf of Mexico since the first
federal government lease sale over 30 years ago. We currently have
interests in 86 lease blocks offshore Louisiana and Texas. Most of our
current offshore production is concentrated in five producing areas,
principally off the Louisiana coast. We expect the following three large
new projects to begin producing oil and gas by the end of the year.
- MAIN PASS BLOCKS 61/62 FIELD, which we operate and own 100%, is one of
the largest oil discoveries on the U.S. continental shelf in recent
years. We plan to complete two large capacity platforms, plus related
wells and water injection facilities, one by the end of this year and
the other by year-end 2002.
- MISSISSIPPI CANYON BLOCKS 661/705 FIELD, which we also operate and
have an ownership interest that varies between 50% and 100%, is
currently projected to come on-stream in the fourth quarter of 2001
after we finish the tie-in of two wells to a subsea completion.
- EWING BANK BLOCK 871 FIELD, in which we own a 50% working interest,
has three wells and two subsea completions completed. Final facilities
construction is scheduled to be completed in the fourth quarter of
2001 with first production expected by the end of the year.
Pogo expects significant new oil and natural gas production in 2002 and
2003 from these fields.
S-2
- MADDEN FIELD -- we own between 10% and 13% of the federal units within
the large Madden Field in the Wind River Basin of Wyoming, which, net to
our interest, contain over 192 Bcfe of proved reserves. This field
consists of two distinct pay zones. The shallower zone consists of
productive intervals in the Lance, Fort Union, Mesaverde and Cody
formations, while the deeper zone, located at depths of more than 25,000
feet, consists of the prolific Madison formation. During the third
quarter, Pogo and its industry partners drilled three successful wells in
the upper zone, and a fourth well is currently drilling to this
objective. Simultaneously, two giant rigs are drilling to the deeper
Madison formation. These two deep wells should reach their objectives in
April and July of 2002, respectively.
- PERMIAN BASIN -- we own interests in approximately 191,000 gross (131,000
net) acres in the Southeastern New Mexico and West Texas portions of the
Permian Basin. Commencing in late 1989 and continuing through September
30, 2001, we and our partners drilled 476 wells in the Permian Basin
area, including six in the third quarter of 2001. During this 12-year
period, 96% of the wells drilled were completed as productive. We have
generally achieved rapid cost recovery on our Permian Basin wells because
of relatively low capital costs and high initial rates of production.
According to the most recently published annual figures, we are the
seventh largest producer of crude oil in the State of New Mexico.
- GULF COAST ONSHORE -- we currently own interests in 215,430 gross
(123,059 net) acres in Louisiana and Texas, including approximately
31,000 gross acres in the Los Mogotes and Hundido Fields, located in
South Texas, and 17,000 gross acres in the Thibodaux, Louisiana project
area, all of which we operate.
- In the LOS MOGOTES FIELD, where we have a 65% working interest, we
recently completed two successful wells and currently are operating
three rigs, with a fourth rig scheduled to begin drilling in late
October 2001.
- In our HUNDIDO FIELD, where we have a 99% working interest, we
recently completed an eight well drilling program with no dry holes.
- Our THIBODAUX, LOUISIANA project area is based on a 17,000 acre
state-of-the-art 3-D seismic survey that we recently acquired. We have
drilled three successful wells without a dry hole in this area and we
are currently drilling another well.
We currently expect production from our Gulf Coast onshore properties to
rise as a result of production from our newly drilled wells and our active
drilling program that we have planned for the fourth quarter of this year.
- KINGDOM OF THAILAND -- we own a 47% working interest in a 714,000 gross
acre Block B8/32 concession license in the Gulf of Thailand that includes
the Benchamas, Tantawan, Maliwan and Jarmjuree Fields. During the third
quarter of 2001, our net share of sales from the Benchamas and Tantawan
Fields was 63.2 MMcf per day of natural gas and 16,310 Bbls per day of
liquids. As a result of a preliminary agreement that we recently reached
with PTT Public Company Limited, the purchaser of Pogo's natural gas
production in Thailand, Pogo anticipates that its natural gas volumes
could increase over the next several months by 15 to 30 MMcf per day.
During the third quarter, Pogo and its industry partners continued to
enhance the crude oil capabilities of Block B8/ 32. Development drilling
resulted in seven new producing wells in the "A" platform area of
Benchamas Field. Five new platforms have been constructed and are en
route to the Benchamas Field. When fitted with platform decks, drilled
and connected, at least four dozen new wells will begin producing by
about mid-year 2002. Meanwhile, the jacket and deck for the first Maliwan
Field production platform are in place and drilling is now underway.
Initial production is expected from the Maliwan Field in early November
2001. We believe that significant exploratory potential may still exist
on the concession. For example, an important exploration discovery that
was drilled during the third quarter, the Jarmjuree No. 8 well located in
the northernmost portion of our
S-3
123,000-acre Jarmjuree Field production license area, logged approximately 210
feet of net pay, of which approximately 99 feet are crude oil, and the balance
is natural gas.
In addition to these core operating areas, Pogo is exploring the potential
of our approximately 778,000 acre exploration license located on two blocks in
Hungary's prospective Pannonian Basin. We have acquired approximately 140,000
acres of proprietary 3-D seismic data on our license within the last year using
state-of-the-art acquisition and processing techniques. Processing of the
seismic data is still underway on this complex structural area with initial
interpretation of the data indicating a number of promising preliminary leads.
Pogo currently expects that it will devote much or all of 2002 to carefully
evaluating the 3-D seismic and other data available to us.
COMPETITIVE STRENGTHS
We believe we are well positioned to continue to build upon our historical
success by capitalizing on our strengths, including the following:
- We have a diversified portfolio of core properties. We benefit from a
portfolio of existing properties that provides geographic diversification
while being of sufficient size and potential to enable us to concentrate
our resources and regional expertise. This portfolio of core properties
permits us to maintain a focused exploration and development program by
using the substantial geological and operating expertise that we have
gained over years of operating in these areas. We also use our experience
to evaluate new opportunities in areas with similar characteristics.
- Our existing properties have significant further potential. We believe
that our existing properties have significant further potential for
increased production and the discovery of additional reserves. We
currently expect to spend approximately $385,000,000 during 2001 to
develop our existing properties, including drilling approximately 139
gross wells and the installation of over $138,000,000 in net platforms,
pipelines and other production facilities.
- We try to maintain a balanced risk profile. We try to manage our risk
exposure by maintaining a prudent level of participation in our projects.
We prefer to operate properties where we believe that our working
interest percentage, expertise or ability to control the timing or cost
of a project provides a competitive advantage to us and our partners.
Currently, we operate all or a portion of 30 of the 86 lease blocks in
which we own interests in the Gulf of Mexico. On properties where we are
not the operator, we try to have a meaningful working interest so that we
can influence operating and development decisions. Generally, we try to
obtain a higher level of participation in projects that we view as having
potentially high rates of return and relatively low anticipated
exploration and development costs, such as our operations in Southeastern
New Mexico. Conversely, we will generally seek a lower level of
participation in projects that have high drilling or development costs, a
long lead time until production can come onstream, or wells that are
unusually deep or are considered high risk, such as in the Madden Field.
- We possess significant technical expertise. We have an experienced staff
of engineers and geoscientists that comprise over 40% of our total
full-time personnel. Our personnel's expertise, augmented by data from
over 832 gross wells drilled since December 31, 1993, more than 8,200,000
acres of 3-D seismic data, creates a knowledge base which we use to
establish our drilling priorities and associated capital budget.
S-4
BUSINESS STRATEGY
Our business strategy is to maximize profitability and shareholder value
by:
- increasing hydrocarbon production levels, leading to increased revenues,
cash flow and earnings;
- replacing and expanding our proven hydrocarbon reserves base;
- maintaining appropriate levels of debt and interest expense, and
controlling overhead and operating costs; and
- expanding exploration and production activities into new and promising
geographic areas consistent with our expertise.
----------------------
THE OFFERING
Common stock offered by the
selling shareholders.......... 6,135,664 shares. The selling shareholders have
also granted the underwriters an option to
purchase 920,349 additional shares to cover
overallotments.
Selling shareholders.......... All of the shares are being offered by persons
and entities that received shares in connection
with our acquisition of North Central Oil
Corporation in March 2001, or by their
transferees.
Common stock outstanding as of
September 30, 2001............ 53,634,752 shares
Use of proceeds............... Pogo will not receive any of the proceeds from
the offering.
New York Stock Exchange
symbol........................ PPP
S-5
SUMMARY HISTORICAL FINANCIAL AND OPERATING DATA
The following table presents summary financial data derived from our
consolidated financial statements and summary operating data. This summary is
qualified in its entirety by the detailed information and financial statements
of Pogo included in the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus. See "Where You Can Find More
Information" in the accompanying prospectus.
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------------------------------ ---------------------
1996 1997 1998 1999 2000 2000 2001
-------- -------- -------- -------- ---------- -------- ----------
(EXPRESSED IN THOUSANDS, EXCEPT FOR RATIOS, PER SHARE AND UNIT AMOUNTS)
INCOME AND CASH FLOWS
STATEMENT DATA:
Total revenues............. $203,977 $286,300 $202,803 $275,116 $ 497,991 $338,020 $ 482,791
Net income (loss)(a)....... $ 32,760 $ 37,116 $(43,098) $ 22,134 $ 87,255 $ 51,356 $ 86,528
Net income (loss) per
common share(a)
Basic.................... $ 0.99 $ 1.11 $ (1.14) $ 0.55 $ 2.16 $ 1.28 $ 1.72
Diluted.................. $ 0.95 $ 1.06 $ (1.14) $ 0.55 $ 1.95 $ 1.18 $ 1.57
Cash dividends per common
share.................... $ 0.12 $ 0.12 $ 0.12 $ 0.12 $ 0.12 $ 0.09 $ 0.09
Net cash provided by
operating activities..... $ 92,898 $150,732 $ 70,929 $ 68,757 $ 239,059 $181,031 $ 301,421
BALANCE SHEET DATA (AT
PERIOD END):
Working capital
(deficit)................ $ 6,671 $ 9,099 $(22,112) $ 4,160 $ 108,243 $111,580 $ 157,729
Total assets............... $479,242 $676,617 $862,396 $948,193 $1,083,522 $997,316 $2,432,421
Long-term debt............. $246,230 $348,179 $434,947 $375,000 $ 365,000 $365,000 $ 756,992
Trust preferred
securities............... $ -- $ -- $ -- $144,751 $ 144,913 $144,856 $ 145,023
Shareholders' equity....... $107,282 $146,106 $249,660 $268,512 $ 358,271 $327,128 $ 834,013
Common shares
outstanding.............. 33,306 33,537 40,121 40,264 40,644 40,521 53,635
PRODUCTION DATA:
Net daily average and
weighted average price
Natural gas
Mcf per day............ 107,700 181,700 159,000 141,600 164,600 166,000 233,700
Price per Mcf.......... $ 2.40 $ 2.39 $ 2.00 $ 2.15 $ 3.16 $ 2.77 $ 4.00
Crude oil and condensate
Bbls per day........... 11,968 15,927 15,775 16,036 25,788 25,459 29,036
Price per Bbl.......... $ 22.12 $ 19.37 $ 12.97 $ 18.76 $ 28.92 $ 28.25 $ 26.09
Total liquids
hydrocarbons(b)
Bbls per day........... 14,141 18,851 18,197 18,112 27,929 27,615 30,812
Total production(Mcfe per
day)(c).................. 192,546 294,806 268,182 250,272 332,174 331,690 418,572
S-6
AT DECEMBER 31, PRO FORMA AT
------------------------------------------------------ DECEMBER 31,
1996 1997 1998 1999 2000 2000(d)
-------- -------- -------- -------- ---------- ------------
RESERVE DATA:
Proved reserves:
Natural gas (MMcf).............. 360,944 401,488 440,169 374,698 369,983 846,419
Liquids (Mbbls)(b).............. 49,602 58,164 67,510 78,776 95,321 105,448
Total proved reserves
(MMcfe)..................... 658,556 750,472 845,229 847,354 941,909 1,479,107
Reserves outside of North America
(% of total).................... 42% 48% 44% 44% 40% 25%
Reserve replacement ratio(e)...... 187% 188% 200% 102% 177% 220%
Reserve life (years)(f)........... 9.6 7.2 8.9 9.2 7.7 8.9
---------------
(a) Net income for 1996 is after an extraordinary loss from the early
extinguishment of debt of $821,000, or $0.02 per share. Net income for the
2000 periods are after a charge for the cumulative effect of a change in
accounting principle of $1,768,000, or $0.04 per share.
(b) Includes crude oil, condensate and natural gas liquids.
(c) 1 Bbl of crude oil equals 6 Mcf of natural gas equivalent (Mcfe).
(d) Pro forma assuming that the acquisition of North Central took place on
December 31, 2000. The reserve replacement ratio is computed based on the
combined net annual production of Pogo and North Central for the year ended
December 31, 2000.
(e) Total reserve additions for the year, including revisions and net of
property sales, divided by annual production.
(f) Total proved reserves at year-end divided by annual production.
S-7
FORWARD-LOOKING STATEMENTS
Certain of the statements contained or incorporated by reference in this
prospectus supplement 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, the anticipated future operations of Pogo
and our subsidiaries 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 supplement 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
supplement and the accompanying 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,
releases and other environmental risks);
- fluctuations in foreign currency exchange rates in areas of the world
where Pogo owns an interest, particularly Southeast Asia;
- our ability to successfully integrate the operations and assets of North
Central; 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
supplement and in the accompanying prospectus.
S-8
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The following table shows the high and low sales prices for Pogo common
stock for the periods shown in the table. It also shows the per share cash
dividends declared in those periods by Pogo.
CASH
DIVIDENDS
CALENDAR YEAR HIGH LOW DECLARED
------------- -------- -------- ---------
1998
First quarter....................................... $ 34.00 $ 26.50 $.03
Second quarter...................................... 34.69 21.50 .03
Third quarter....................................... 25.88 11.63 .03
Fourth quarter...................................... 17.13 9.81 .03
1999
First quarter....................................... $ 14.50 $ 8.94 $.03
Second quarter...................................... 21.38 11.94 .03
Third quarter....................................... 23.44 18.13 .03
Fourth quarter...................................... 21.00 15.63 .03
2000
First quarter....................................... $ 28.75 $ 18.38 $.03
Second quarter...................................... 29.75 21.13 .03
Third quarter....................................... 29.44 18.00 .03
Fourth quarter...................................... 33.19 22.50 .03
2001
First quarter....................................... $ 34.50 $ 25.00 $.03
Second quarter...................................... 31.10 23.02 .03
Third quarter....................................... 26.89 21.90 .03
Fourth quarter (through November 1, 2001)........... 29.23 22.20 .03
On November 1, 2001, the latest date available before we printed this
document, Pogo common stock closed at $27.06 per share. WE ENCOURAGE YOU TO
OBTAIN CURRENT MARKET PRICE QUOTATIONS FOR POGO COMMON STOCK.
SELLING SHAREHOLDERS
In March 2001, we completed the acquisition of North Central through the
merger of its parent company, NORIC Corporation, into Pogo. In connection with
the merger, we paid $344,711,000 in cash to the former shareholders of NORIC,
issued them 12,615,816 shares of our common stock, and assumed approximately
$78,600,000 of North Central's debt.
In a registration rights agreement we entered into with the former
shareholders of NORIC 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 them in the merger. This prospectus supplement covers
the offer and sale of 6,135,664 shares of our common stock by the former NORIC
shareholders and certain of their transferees named in the table below, as well
as the 920,349 shares that are subject to the underwriters' overallotment
option.
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 in this prospectus supplement or the
accompanying prospectus, other than liabilities arising from information
supplied by the selling shareholders for use in the registration statement, this
prospectus supplement or the accompanying prospectus. 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
S-9
statement or in this prospectus supplement or the accompanying prospectus to the
extent that the misstatements or omissions were made in reliance upon written
information furnished to us by that selling shareholder expressly for use in the
registration statement, this prospectus supplement or the accompanying
prospectus. The indemnification by each selling shareholder is limited to the
proceeds received by that shareholder from the sale of shares of common stock in
this offering.
In the registration rights agreement, we have also agreed to pay the costs
and fees of registering the shares of common stock covered by the accompanying
prospectus, but the selling shareholders have agreed to pay the underwriting
discounts and commissions or brokerage commissions incurred in connection with
the sale of the shares and the fees and expenses of their counsel.
Under a standstill and voting agreement, the former NORIC shareholders have
agreed not to acquire any additional shares of our common stock and not to
propose any merger, tender or exchange offer, restructuring or other business
combination involving Pogo. The standstill and voting agreement also provides
that the former NORIC shareholders will not participate in any election contest
with respect to Pogo and will vote all their Pogo shares either in accordance
with the recommendation of the board of directors, or in equal proportion to the
votes cast by other Pogo shareholders. The standstill and voting agreement
further provides that, except as provided in the registration rights agreement,
the former NORIC shareholders will transfer their shares only to a person who
will own, after the transfer, less than 5% of Pogo's voting securities. The
shares sold in this offering will no longer be subject to these restrictions
when sold to a person other than a party to this standstill and voting
agreement.
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 except for their ownership of shares of
our common stock and the contractual relationships provided in the registration
rights agreement and the standstill, voting and indemnification arrangements
described herein, and except for positions that certain of the selling
shareholders held as officers or directors of NORIC or its subsidiaries prior to
the merger.
Under the registration rights agreement and related standstill and voting
agreement, public sales by the selling shareholders are generally limited to an
aggregate of 1,000,000 shares during any period of 90 consecutive days through
September 10, 2002. This limitation does not apply to shares sold in this
offering or any subsequent offering under which the selling shareholders are
entitled to exercise "piggyback" registration rights. See "Trading Limitations
and Restrictions" in the accompanying prospectus. As described below under
"Underwriting -- No Sales of Similar Securities," the selling shareholders have
also agreed, with certain exceptions, not to directly or indirectly sell any of
our common stock without the consent of Merrill Lynch for 90 days from the date
of this prospectus supplement.
The following table presents the name of each selling shareholder, the
number of shares of common stock and percentage of total outstanding shares that
each selling shareholder owned prior to the offering, the number of shares of
common stock offered for resale by each selling shareholder in this offering,
and the number of shares of common stock and percentage of total outstanding
shares that will be owned by each selling shareholder upon completion of this
offering (assuming no exercise of the overallotment option). All information as
to the beneficial ownership prior to this offering has been furnished by the
respective selling shareholders and we have not sought to verify this
information.
S-10
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR OWNED AFTER
TO THE OFFERING THE OFFERING
----------------------- SHARES SOLD IN ----------------------
NAME OF SELLING SHAREHOLDER NUMBER PERCENT(1) THE OFFERING NUMBER PERCENT(1)
--------------------------- ---------- ---------- -------------- --------- ----------
Robert G. Goelet, Philip Goelet, Edmond de
La Haye Jousselin, John H. Manice and
Pamela Manice, as Trustees of the Trust
under Agreement dated August 26, 1930 for
the benefit of Beatrice G. Manice........ 1,778,554 3.32% 773,284 1,005,270 1.87%
Robert G. Goelet, Philip Goelet, Edmond de
La Haye Jousselin, John H. Manice and
Pamela Manice, as Trustees of the Trust
under Agreement dated July 27, 1935 for
the benefit of Beatrice G. Manice........ 571,678 1.07% 248,555 323,123 *
Robert G. Goelet, Philip Goelet, Edmond de
La Haye Jousselin, John H. Manice and
Pamela Manice, as Trustees of the Trust
under the Will of Robert Walton Goelet
for the benefit of Beatrice G. Manice.... 381,119 * 165,705 215,414 *
Alexandra C. Goelet, Philip Goelet and
Edmond de La Haye Jousselin, as Trustees
of the Trust under Agreement dated August
26, 1930 for the benefit of Robert G.
Goelet................................... 1,778,554 3.32% 773,284 1,005,270 1.87%
Alexandra C. Goelet, Philip Goelet and
Edmond de La Haye Jousselin, as Trustees
of the Trust under Agreement dated July
27, 1935 for the benefit of Robert G.
Goelet................................... 571,678 1.07% 248,555 323,123 *
Robert G. Goelet, Alexandra C. Goelet,
Philip Goelet and Edmond de La Haye
Jousselin, as Trustees of the Trust under
the Will of Robert Walton Goelet for the
benefit of Robert G. Goelet.............. 571,678 1.07% 248,556 323,122 *
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 1.07% 248,555 323,123 *
Robert G. Goelet, Philip Goelet,
Christopher Goelet, Edmond de La Haye
Jousselin and Robert S. Rich, as Trustees
of the Trust under Agreement dated
December 18, 1931 for the benefit of John
Goelet................................... 1,333,915 2.49% 773,284 560,631 1.05%
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 * 289,982 154,656 *
Robert G. Goelet, Philip Goelet,
Christopher Goelet, Edmond de La Haye
Jousselin and Robert S. Rich, as Trustees
of the Trust under Agreement dated July
27, 1935 for the benefit of John
Goelet................................... 571,678 1.07% 331,408 240,270 *
Robert G. Goelet, Philip Goelet,
Christopher Goelet, Edmond de La Haye
Jousselin and Robert S. Rich, as Trustees
of the Trust under the Will of Robert
Walton Goelet for the benefit of John
Goelet................................... 476,398 * 276,173 200,225 *
RGG Limited Partnership(2)................. 777,561 1.45% 338,070 439,491 *
John H. Manice............................. 70,697 * 35,389 35,308 *
S-11
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR OWNED AFTER
TO THE OFFERING THE OFFERING
----------------------- SHARES SOLD IN ----------------------
NAME OF SELLING SHAREHOLDER NUMBER PERCENT(1) THE OFFERING NUMBER PERCENT(1)
--------------------------- ---------- ---------- -------------- --------- ----------
Philip Goelet, Edmond de La Haye Jousselin
and Amelia M. Berkowitz, as Trustees of
the Trust under Agreement dated September
4, 1980, as amended, for the benefit of
Anne de La Haye Jousselin................ 82,755 * 35,981 46,774 *
Robert G. Manice........................... 29,499 * 16,956 12,543 *
Robert G. Manice, as custodian for Henry W.
Manice under the New York Uniform
Transfers to Minors Act.................. 2,871 * 1,627 1,244 *
Robert G. Manice, as custodian for Emily P.
Manice under the New York Uniform
Transfers to Minors Act.................. 2,871 * 1,627 1,244 *
Robert G. Manice, as custodian for Harriet
W. Manice under the New York Uniform
Transfers to Minors Act.................. 2,871 * 1,627 1,244 *
Amelia M. Berkowitz........................ 70,697 * 38,883 31,814 *
Pamela Manice.............................. 80,602 * 45,558 35,044 *
Philip Goelet.............................. 175,379 * 114,377 61,002 *
Christopher Goelet......................... 170,642 * 111,289 59,353 *
Gilbert Kerlin............................. 747,546 1.39% -- 747,546 1.39%
Windward Oil & Gas Corporation............. 590,698 1.10% 590,698 -- --
Wave Hill Incorporated(3).................. 160,000 * 160,000 -- --
Bank Street College of Education(3)........ 160,000 * 160,000 -- --
Putney School(3)........................... 40,000 * 40,000 -- --
Trustees of Columbia University(3)......... 60,000 * 60,000 -- --
Arthur N. Field............................ 14,355 * 6,241 8,114 *
---------- --------- ---------
Total(4)................................... 12,290,612 6,135,664 6,154,948
========== ========= =========
---------------
* Less than 1%.
(1) Based on 53,634,752 shares outstanding as of September 30, 2001. According
to a Schedule 13D filed by all of the former NORIC shareholders, these
shareholders and RGG Limited Partnership 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).
(2) RGG Limited Partnership is the transferee of shares of Pogo common stock
acquired in the merger of NORIC into Pogo by three individual former
shareholders of NORIC.
(3) Mr. Kerlin made charitable gifts of the shares currently held by Wave Hill
Incorporated, Bank Street College of Education, Putney School and the
Trustees of Columbia University.
(4) The total number of shares beneficially owned by the selling shareholders
excludes 325,204 shares originally acquired by Mr. Kerlin in the merger that
were transferred by him to a third party, which is not participating in this
offering.
Mr. Kerlin has agreed to provide 151,604 of the shares subject to the
underwriters' over-allotment option, representing the over-allotment shares
attributable to the shares being sold by Windward Oil & Gas Corporation, of
which he is the sole stockholder, and by his charitable donees, Wave Hill
Incorporated, Bank Street College of Education, Putney School and the Trustees
of Columbia University. The balance of the shares subject to the over-allotment
option will be provided by the remaining selling shareholders on a pro rata
basis.
In connection with the merger of NORIC into Pogo, the former NORIC
shareholders provided us a letter of credit from a bank to indemnify us with
respect to possible losses we could incur in connection with the merger. The
letter of credit was obtained from the bank under a reimbursement agreement
among the bank and a number of the selling shareholders. Henrietta Goelet and
Robert S. Rich, as trustees of the Trust under Agreement dated December 17, 1976
for the benefit of grandchildren of John
S-12
Goelet (the "1976 Trust") is one of the parties to the bank reimbursement
agreement. The 1976 Trust pledged all of our shares owned by it to secure its
obligations under the bank reimbursement agreement. All of the security
interests created by the 1976 Trust's pledge of our shares that will be sold in
this offering will be released prior to their sale.
Under a shareholder reimbursement agreement, all of the former NORIC
shareholders that are not parties to the bank reimbursement agreement are
obligated to reimburse the former NORIC shareholders that are parties to the
bank reimbursement agreement for a portion of any payments they are required to
make to the bank. All 747,546 shares of our common stock currently owned by
Gilbert Kerlin and 5,734 of the 14,355 shares of our common stock owned by
Arthur Field have been pledged to secure their reimbursement obligations under
the shareholder reimbursement agreement. All of the security interests created
by Mr. Kerlin's and Mr. Field's pledges of our shares that will be sold in this
offering will be released prior to their sale.
S-13
UNDERWRITING
GENERAL
The selling shareholders intend to offer the shares in the U.S. and Canada
through the underwriters, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Goldman, Sachs & Co. Subject to the terms and conditions described in a purchase
agreement among us, the selling shareholders and the underwriters, the selling
shareholders have agreed to sell to the underwriters, and the underwriters
severally have agreed to purchase from the selling shareholders, the number of
shares listed opposite their names below.
NUMBER
UNDERWRITER OF SHARES
----------- ---------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... 3,834,790
Goldman, Sachs & Co......................................... 2,300,874
---------
Total.......................................... 6,135,664
=========
The underwriters have agreed to purchase all of the shares sold under the
purchase agreement if any of these shares are purchased. If an underwriter
defaults, the purchase agreement provides that the purchase commitments of the
nondefaulting underwriters may be increased or the purchase agreement may be
terminated.
We and the selling shareholders have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act, or
to contribute to payments the underwriters may be required to make in respect of
those liabilities.
The underwriters are offering the shares, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of legal matters by
their counsel, including the validity of the shares, and other conditions
contained in the purchase agreement, such as the receipt by the underwriters of
officer's certificates and legal opinions. The underwriters reserve the right to
withdraw, cancel or modify offers to the public and to reject orders in whole or
in part.
COMMISSIONS AND DISCOUNTS
The underwriters have advised us and the selling shareholders that they
propose initially to offer the shares to the public at the initial public
offering price on the cover page of this prospectus and to dealers at that price
less a concession not in excess of $.70 per share. The underwriters may allow,
and the dealers may reallow, a discount not in excess of $.10 per share to other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
The following table shows the public offering price, underwriting discount
and the proceeds before expenses to the selling shareholders. This information
assumes either no exercise or full exercise by the underwriters of their
overallotment options.
PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- -----------
Public offering price............................. $25.50 $156,459,432 $179,928,332
Underwriting discount............................. $1.147 $7,037,607 $8,093,247
Proceeds, before expenses, to the selling
shareholders.................................... $24.353 $149,421,825 $171,835,085
The expenses of the offering, not including the underwriting discount, are
estimated at $500,000 and are payable by Pogo.
OVERALLOTMENT OPTION
The selling shareholders have granted an option to the underwriters to
purchase up to 920,349 additional shares at the public offering price less the
underwriting discount. The underwriters may exercise this option for 30 days
from the date of this prospectus supplement solely to cover any overallotments.
If
S-14
the underwriters exercise this option, each will be obligated, subject to
conditions contained in the purchase agreement, to purchase a number of
additional shares proportionate to that underwriter's initial amount reflected
in the above table.
NO SALES OF SIMILAR SECURITIES
The selling shareholders have agreed, with exceptions, not to sell or
transfer any common stock for 90 days after the date of this prospectus
supplement without first obtaining the written consent of Merrill Lynch.
Specifically, during that time period, the selling shareholders have agreed,
with exceptions, not to directly or indirectly:
- offer, pledge, sell or contract to sell any common stock,
- sell any option or contract to purchase any common stock,
- purchase any option or contract to sell any common stock,
- grant any option, right or warrant for the sale of any common stock,
- request or demand that we file a registration statement related to the
common stock, or
- enter into any swap or other agreement that transfers, in whole or in
part, the economic consequence of ownership of any common stock whether
any such swap or transaction is to be settled by delivery of shares or
other securities, in cash or otherwise.
This lockup provision applies to common stock and to securities convertible
into or exchangeable or exercisable for common stock. It also applies to common
stock owned now or acquired later by the person executing the agreement or for
which the person executing the agreement later acquires the power of
disposition.
In addition, we have agreed, with exceptions, not to issue or sell any
common stock or securities convertible into or exchangeable or exercisable for
common stock for 60 days after the date of this prospectus supplement without
first obtaining the written consent of Merrill Lynch.
PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS
Until the distribution of shares is completed, SEC rules may limit the
underwriters from bidding for and purchasing our common stock. However, the
underwriters may engage in transactions that stabilize the price of the common
stock, such as bids or purchases to peg, fix or maintain that price.
If the underwriters create a short position in the common stock in
connection with the offering, i.e., if they sell more shares than are listed on
the cover of this prospectus, the underwriters may reduce that short position by
purchasing shares in the open market. The underwriters may also elect to reduce
any short position by exercising all or part of the overallotment described
above. Purchases of the common stock to stabilize its price or to reduce the
short position may cause the price of the common stock to be higher than it
might be in the absence of such purchases.
Neither we nor any of the underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
we nor any of the underwriters make any representation that the underwriters
will engage in these transactions or that these transactions, once commenced,
will not be discontinued without notice.
INTERNET DISTRIBUTION OF PROSPECTUS
Each underwriter will be facilitating Internet distribution for this
offering to certain of its Internet subscription customers. Each underwriter
intends to allocate a limited number of shares for sale to its online brokerage
customers. An electronic prospectus supplement and accompanying prospectus will
be available on the Websites maintained by each underwriter. Other than the
prospectus supplement and accompanying prospectus in electronic format, the
information on these Websites relating to this offering is not a part of this
prospectus supplement and accompanying prospectus.
S-15
OTHER RELATIONSHIPS
The underwriters and their affiliates have engaged in, and may in the
future engage in, investment banking and other commercial dealings in the
ordinary course of business with us. They have received and may receive
customary fees and commissions for these transactions.
LEGAL MATTERS
Certain legal matters in connection with the offering will be passed upon
for us by Gerald A. Morton, Vice President-Law, Chief Regulatory Officer 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.
Certain legal matters in connection with the offering will be passed upon
for us by Baker Botts L.L.P., Houston, Texas.
Certain legal matters in connection with the offering will be passed upon
for the underwriters by Vinson & Elkins L.L.P., Houston, Texas.
The selling shareholders have been represented in this transaction by
Shearman & Sterling, New York, New York. Two of the selling shareholders, Mr.
Kerlin and Mr. Field, are retired partners of Shearman & Sterling. Mr. Kerlin is
the sole stockholder of Windward Oil & Gas Corporation.
EXPERTS
The audited consolidated financial statements for each of Pogo 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's oil and gas reserves set forth incorporated by
reference herein, 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
incorporated by reference herein, 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 herein by reference to the information contained in our
current report on Form 8-K filed on March 26, 2001.
S-16
PROSPECTUS
[POGO PRODUCING COMPANY LOGO]
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.
---------------------
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 2.
---------------------
Our common stock is listed on the New York Stock Exchange under the symbol
"PPP." On September 10, 2001, the last reported sales price for our common stock
on the New York Stock Exchange was $25.95 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 September 13, 2001
TABLE OF CONTENTS
PAGE
----
About This Prospectus....................................... i
About Pogo Producing Company................................ 1
Risk Factors................................................ 2
Forward-Looking Statements.................................. 8
Use of Proceeds............................................. 8
Selling Shareholders........................................ 8
Trading Limitations and Restrictions........................ 11
Plan of Distribution........................................ 12
Legal Matters............................................... 13
Experts..................................................... 14
Where You Can Find More Information......................... 14
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."
i
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."
1
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;
- pipe or cement failures;
- casing collapses;
- embedded oilfield drilling and service tools;
2
- 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;
- 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;
3
- 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.
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
4
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 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
5
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.
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
6
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.
7
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.
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.
8
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.
PERCENT OF
OUTSTANDING
NUMBER OF SHARES PRIOR
SHARES SHARES 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%
9
PERCENT OF
OUTSTANDING
NUMBER OF SHARES PRIOR
SHARES SHARES TO THIS
NAME OF SELLING SHAREHOLDER OWNED OFFERED OFFERING(1)
--------------------------- ---------- ---------- -------------
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 *
RGG Limited Partnership(2)............................... 777,561 777,561 1.45%
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 *
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%
10
PERCENT OF
OUTSTANDING
NUMBER OF SHARES PRIOR
SHARES SHARES TO THIS
NAME OF SELLING SHAREHOLDER OWNED OFFERED OFFERING(1)
--------------------------- ---------- ---------- -------------
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.
(2) RGG Limited Partnership is the transferee of shares of Pogo common stock
acquired in the merger of NORIC Corporation into Pogo by three individual
former shareholders of NORIC Corporation.
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.
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
11
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.
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.
12
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.
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.
13
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
- 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
14
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
15
COMMONLY USED OIL AND GAS TERMS
When describing natural gas: Mcf = thousand cubic feet
MMcf = million cubic feet
Bcf = billion cubic feet
When describing oil: Bbl = barrel
Mbbls = thousand barrels
When comparing natural gas to oil: 6 Mcf of gas = 1 Bbl of oil (approximately, based
on energy content)
BOE = barrel of oil equivalent
Bcfe = billion cubic feet equivalent
Mboe = thousand barrels of oil equivalent
Other commonly used oil and gas NGLs = liquid hydrocarbons removed from
terms: natural gas
liquids = liquid hydrocarbons including oil,
condensate and NGLs
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6,135,664 SHARES
[POGO PRODUCING COMPANY LOGO]
POGO PRODUCING COMPANY
COMMON STOCK
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
NOVEMBER 1, 2001
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