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As filed with the Securities and Exchange Commission on August 9, 1994
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Pogo Producing Company
(Exact name of registrant as specified in its charter)
Delaware 74-1659398
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Greenway Plaza, Suite 2700
Houston, Texas 77046
(Address of Principal Executive Offices) (Zip Code)
1989 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
OF POGO PRODUCING COMPANY
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 25, 1994)
(Full title of the plan)
Gerald A. Morton
Associate General Counsel
Pogo Producing Company
5 Greenway Plaza, Suite 2700
Houston, Texas 77046
(Name and address of agent for service)
(713) 297-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to to be maximum maximum registration
be registered be registered(1) offering aggregate fee
price per offering
share(2) price
Common Stock,
par value $1 1,000,000
per share shares $20.875 $20,875,000 $7,198
(1) This Registration Statement also covers such indeterminable
additional number of shares as may become deliverable as a
result of any future adjustments in accordance with the terms of
the 1989 Incentive and Nonqualified Stock Option Plan (As amended
and restated effective January 25, 1994).
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) and (h) using the average of the high
and low prices reported on the New York Stock Exchange Composite
Transaction Tape on August 3, 1994.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Pogo Producing
Company (the "Company" or the "Registrant") with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K filed pursuant to
Section 13 of the Securities Exchange Act of 1934 for the fiscal year
ended December 31, 1993;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year covered by the Registrant's Annual Report referred
to in (a) above; and
(c) The description of the Registrant's common stock contained in the
Company's Registration Statement on Form 8-A filed with the Securities
and Exchange Commission pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, as the same has been amended
through the date hereof, and as the same may be further amended from
time to time.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the shares of Common
Stock offered hereby are being passed upon for the Company by Gerald A.
Morton, an employee and Associate General Counsel of the Company. Such
opinion has been filed as an exhibit to this Registration Statement.
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Item 6. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law,
inter alia, empowers a Delaware corporation to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other
than an action by or in the right of the corporation) by reason of
the fact that such person is or was a director, officer, employee
or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Similar indemnity is authorized
for such persons against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or
settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not
have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific
case upon a determination by the shareholders or disinterested
directors or by independent legal counsel in a written opinion that
indemnification is proper because the indemnitee has met the
applicable standard of conduct.
Section 145 further authorizes a corporation to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or
not the corporation would otherwise have the power to indemnify him
under Section 145. The Company maintains policies insuring its and
its subsidiaries' officers and directors against certain
liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933, as amended.
The By-laws of the Registrant contain the following
provisions:
ARTICLE VII
Indemnification
Section 1. Right to Indemnification.
The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists
or may hereafter be amended, any person who was or is made or is
threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative
or investigative (a "proceeding") by reason of the fact that he, or
a person for whom he is the legal representative, is or was a
director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee, fiduciary or agent of another corporation or of
a partnership, joint
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venture, trust, enterprise or non-profit
entity including service with respect to employee benefit plans,
against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person
in connection with a proceeding initiated by such person only if
the proceeding was authorized by the Board of Directors of the
Corporation.
Section 2. Prepayment of Expenses.
The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses incurred by a
director or officer in his capacity as a director or officer
(except with regard to service to an employee benefit plan or
non-profit organizations) in advance of the final disposition of
the proceeding shall be made only upon receipt of an undertaking by
the director or officer to repay all amounts advanced if it should
be ultimately determined that the director or officer is not
entitled to be indemnified under this Article or otherwise.
Section 3. Claims.
If a claim for indemnification or payment of expenses
under this Article is not paid in full within ninety days after a
written claim therefor has been received by the Corporation the
claimant may file suit to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled to be
paid the expense of prosecuting such claim. In any such action the
Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of
expenses under applicable law.
Section 4. Non-Exclusivity of Rights.
The rights conferred on any person by this Article shall
not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Certificate
of Incorporation, these By-laws, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 5. Amendment or Repeal.
Any repeal or modification of the foregoing provisions of
this Article VII shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
The Registrant has placed in effect insurance which
purports (a) to insure it against certain costs of indemnification
which may be incurred by it pursuant to the aforementioned Bylaw
provision or otherwise and (b) to insure the officers and directors
of the Company and of specified subsidiaries against certain
liabilities incurred by them in the discharge of their functions as
officers and directors except for liabilities arising from their
own malfeasance.
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See "Item 9. Undertakings" for information concerning the
position of the Securities and Exchange Commission regarding
indemnification provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
*4-(a) Restated Certificate of Incorporation of Registrant (Form 10-
K, December 31, 1987, SEC File No. 0-5468, Exhibit 3(a)).
*4-(b) By-laws of Registrant, as amended and restated through July 24,
1990 (Form 10-K, December 31, 1991, SEC File No. 0-5468,
Exhibit 3(b)).
*4-(c) 1989 Incentive and Nonqualified Stock Option Plan (As Amended
and Restated Effective January 25, 1994) (Schedule 14A, March
22, 1994, SEC File No. 0-5468, Exhibit 99).
4-(d) Certificate of Designations of Series A Junior Participating
Preferred Stock.
5 Opinion of Gerald A. Morton, Associate General Counsel of the
Registrant.
23-(a) Consent of Arthur Andersen & Co.
23-(b) Consent of Ryder Scott Company Petroleum Engineers.
23-(c) Consent of Gerald A. Morton (contained in his opinion filed as
Exhibit 5).
24 Powers of Attorney.
* Incorporated by reference.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material change
to such information in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at the time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
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(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1993 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on the 9th day of August, 1994.
POGO PRODUCING COMPANY
(Registrant)
By: /s/ PAUL G. VAN WAGENEN
Paul G. Van Wagenen
(Chairman of the Board,
President and Chief
Executive Officer)
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Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities indicated on August 9, 1994.
Signature Title
/s/ PAUL G. VAN WAGENEN Chairman of the Board, President
Paul G. Van Wagenen and Chief Executive Officer
(Principal Executive Officer and
Director)
/s/ D. STEPHEN SLACK Senior Vice President -- Finance, Chief
D. Stephen Slack Financial Officer and Treasurer
(Principal Financial Officer and
Director)
/s/ THOMAS E. HART Vice President and Controller
Thomas E. Hart (Principal Accounting Officer)
/s/ TOBIN ARMSTRONG* Director
Tobin Armstrong
/s/ JACK S. BLANTON* Director
Jack S. Blanton
/s/ W. M. BRUMLEY, JR.* Director
W. M. Brumley, Jr.
/s/ JOHN B. CARTER, JR.* Director
John B. Carter, Jr.
/s/ WILLIAM L. FISHER* Director
William L. Fisher*
/s/ WILLIAM E. GIPSON* Director
William E. Gipson
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/s/ GERRIT W. GONG* Director
Gerrit W. Gong
/s/ J. STUART HUNT* Director
J. Stuart Hunt
/s/ FREDERICK A. KLINGENSTEIN* Director
Frederick A. Klingenstein
/s/ NICHOLAS R. PETRY* Director
Nicholas R. Petry
/s/ JACK A. VICKERS* Director
Jack A. Vickers
*By THOMAS E. HART
(Thomas E. Hart, Attorney-in-Fact)
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EXHIBIT 4-(d)
CERTIFICATE OF DESIGNATIONS
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
POGO PRODUCING COMPANY
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
POGO PRODUCING COMPANY, a corporation organized and
existing under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section 103
thereof, DOES HEREBY CERTIFY:
That pursuant to the authority vested in the Board of
Directors in accordance with the provisions of the Restated
Certificate of Incorporation, as amended, of the said
Corporation, the said Board of Directors on April 26, 1994,
adopted the following resolution creating a series of 433,334
shares of Preferred Stock designated as "Series A Junior
Participating Preferred Stock":
RESOLVED, that pursuant to the authority vested in
the Board of Directors of this Corporation in
accordance with the provisions of the Restated
Certificate of Incorporation, a series of Preferred
Stock, par value $1.00 per share, of the Corporation be
and hereby is created, and that the designation and
number of shares thereof and the voting and other
powers, preferences and relative, participating,
optional or other rights of the shares of such series
and the qualifications, limitations and restrictions
thereof are as follows:
Series A Junior Participating Preferred Stock
1. Designation and Amount. There shall be a series
of Preferred Stock that shall be designated as "Series A Junior
Participating Preferred Stock," and the number of shares
constituting such series shall be 433,334. Such number of shares
may be increased or decreased by resolution of the Board of
Directors; provided, however, that no decrease shall reduce the
number of shares of Series A Junior Participating Preferred Stock
to less than the number of shares then issued and outstanding
plus the number of shares issuable upon
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exercise of outstanding rights, options or warrants or upon
conversion of outstanding securities issued by the Corporation.
2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking
prior and superior to the shares of Series A Junior Participating
Preferred Stock with respect to dividends, the holders of shares
of Series A Junior Participating Preferred Stock, in preference
to the holders of shares of any class or series of stock of the
Corporation ranking junior to the Series A Preferred Stock, shall
be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the last day of March,
June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series A
Junior Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $2.00
or (b) the Adjustment Number (as defined below) times the
aggregate per share amount of all cash dividends, and the
Adjustment Number times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions other
than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock, par
value $1.00 per share, of the Corporation (the "Common Stock")
since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of
Series A Junior Participating Preferred Stock. The "Adjustment
Number" shall initially be 100. In the event the Corporation
shall at any time after April 26, 1994 (the "Rights Declaration
Date") (i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock or
(iii) combine the outstanding Common Stock into a smaller number
of shares, then in each such case the Adjustment Number in effect
immediately prior to such event shall be adjusted by multiplying
such Adjustment Number by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to
such event.
(B) The Corporation shall declare a dividend or
distribution on the Series A Junior Participating Preferred Stock
as provided in paragraph (A) above immediately after it declares
a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on
the Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $2.00 per share on the Series A Junior
Participating Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative
on outstanding shares
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of Series A Junior Participating Preferred
Stock from the Quarterly Dividend Payment Date next preceding the
date of issue of such shares of Series A Junior Participating
Preferred Stock, unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date,
in which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is
a Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of shares of Series A
Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series
A Junior Participating Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed
for the payment thereof.
3. Voting Rights. The holders of shares of Series A
Junior Participating Preferred Stock shall have the following
voting rights:
(A) Each share of Series A Junior Participating
Preferred Stock shall entitle the holder thereof to a number of
votes equal to the Adjustment Number on all matters submitted to
a vote of the stockholders of the Corporation.
(B) Except as otherwise provided herein or by law, the
holders of shares of Series A Junior Participating Preferred
Stock and the holders of shares of Common Stock shall vote
together as one class on all matters submitted to a vote of
stockholders of the Corporation.
(C)(i) If at any time dividends on any Series A
Junior Participating Preferred Stock shall be in arrears in an
amount equal to six quarterly dividends thereon, the occurrence
of such contingency shall mark the beginning of a period (herein
called a "default period") that shall extend until such time when
all accrued and unpaid dividends for all previous quarterly
dividend periods and for the current quarterly dividend period on
all shares of Series A Junior Participating Preferred Stock then
outstanding shall have been declared and paid or set apart for
payment. During each default period, all holders of Preferred
Stock (including holders of the Series A Junior Participating
Preferred Stock) upon which these or like voting rights have been
conferred and are exercisable (the "Voting Preferred Stock") with
dividends in arrears in an amount equal to six quarterly
dividends thereon, voting as a class, irrespective of series,
shall have the right to elect two Directors.
(ii) During any default period, such voting right of
the holders of Series A Junior Participating Preferred Stock may
be exercised initially at a special meeting called pursuant to
subparagraph (iii) of this Section 3(C) or at any annual meeting
of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting right nor the
right of the holders of any other series of Voting Preferred
Stock, if any, to increase, in certain cases, the authorized
number of Directors shall be exercised unless the holders of ten
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percent in number of shares of Voting Preferred Stock outstanding
shall be present in person or by proxy. The absence of a quorum
of the holders of Common Stock shall not affect the exercise by
the holders of Voting Preferred Stock of such voting right. At
any meeting at which the holders of Voting Preferred Stock shall
exercise such voting right initially during an existing default
period, they shall have the right, voting as a class, to elect
Directors to fill such vacancies, if any, in the Board of
Directors as may then exist up to two Directors or, if such right
is exercised at an annual meeting, to elect two Directors. If
the number that may be so elected at any special meeting does not
amount to the required number, the holders of the Voting
Preferred Stock shall have the right to make such increase in the
number of Directors as shall be necessary to permit the election
by them of the required number. After the holders of the Voting
Preferred Stock shall have exercised their right to elect
Directors in any default period and during the continuance of
such period, the number of Directors shall not be increased or
decreased except by vote of the holders of Voting Preferred Stock
as herein provided or pursuant to the rights of any equity
securities ranking senior to or pari passu with the Series A
Junior Participating Preferred Stock.
(iii) Unless the holders of Voting Preferred Stock
shall, during an existing default period, have previously
exercised their right to elect Directors, the Board of Directors
may order, or any stockholder or stockholders owning in the
aggregate not less than ten percent of the total number of shares
of Voting Preferred Stock outstanding, irrespective of series,
may request, the calling of a special meeting of the holders of
Voting Preferred Stock, which meeting shall thereupon be called
by the Chairman of the Board, the President, a Vice President or
the Secretary of the Corporation. Notice of such meeting and of
any annual meeting at which holders of Voting Preferred Stock are
entitled to vote pursuant to this paragraph (C)(iii) shall be
given to each holder of record of Voting Preferred Stock by
mailing a copy of such notice to him at his last address as the
same appears on the books of the Corporation. Such meeting shall
be called for a time not earlier than 20 days and not later than
60 days after such order or request or, in default of the calling
of such meeting within 60 days after such order or request, such
meeting may be called on similar notice by any stockholder or
stockholders owning in the aggregate not less than ten percent of
the total number of shares of Voting Preferred Stock outstanding.
Notwithstanding the provisions of this paragraph (C)(iii), no
such special meeting shall be called during the period within 60
days immediately preceding the date fixed for the next annual
meeting of the stockholders.
(iv) In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if
applicable, shall continue to be entitled to elect the whole
number of Directors until the holders of Voting Preferred Stock
shall have exercised their right to elect two Directors voting as
a class, after the exercise of which right (x) the Directors so
elected by the holders of Voting Preferred Stock shall continue
in office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in
paragraph (C)(ii) of this Section 3) be filled by vote of a
majority of the remaining Directors theretofore elected by the
holders of the class of stock which elected the Director whose
office shall have become vacant. References in this paragraph
(C) to Directors elected by the holders of a particular class of
stock shall include Directors elected by such Directors to fill
vacancies as provided in clause (y) of the foregoing sentence.
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(v) Immediately upon the expiration of a default
period, (x) the right of the holders of Voting Preferred Stock as
a class to elect Directors shall cease, (y) the term of any
Directors elected by the holders of Voting Preferred Stock as a
class shall terminate and (z) the number of Directors shall be
such number as may be provided for in the Restated Certificate of
Incorporation or By-Laws irrespective of any increase made
pursuant to the provisions of paragraph (C)(ii) of this Section 3
(such number being subject, however, to change thereafter in any
manner provided by law or in the Restated Certificate of
Incorporation or By-Laws). Any vacancies in the Board of
Directors effected by the provisions of clauses (y) and (z) in
the preceding sentence may be filled by a majority of the
remaining Directors.
(D) Except as set forth herein, holders of Series A
Junior Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.
4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating
Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A
Junior Participating Preferred Stock outstanding shall have been
paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire
for consideration any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series A Junior Participating Preferred Stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Junior Participating Preferred
Stock, except dividends paid ratably on the Series A Junior
Participating Preferred Stock and all such parity stock on
which dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such shares
are then entitled;
(iii) redeem or purchase or otherwise acquire
for consideration shares of any stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Junior Participating Preferred
Stock, provided that the Corporation may at any time redeem,
purchase or otherwise acquire shares of any such parity
stock in exchange for shares of any stock of the Corporation
ranking junior (both as to dividends and upon dissolution,
liquidation or winding up) to the Series A Junior
Participating Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Junior Participating
Preferred Stock, or any shares of stock ranking on a parity
with the Series A Junior Participating Preferred Stock,
except in
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accordance with a purchase offer made in writing
or by publication (as determined by the Board of Directors)
to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the
respective series or classes.
(B) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the
Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in
such manner.
5. Reacquired Shares. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by
the Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to any conditions
and restrictions on issuance set forth herein.
6. Liquidation, Dissolution or Winding Up. (A) Upon
any liquidation (voluntary or otherwise), dissolution or winding
up of the Corporation, no distribution shall be made to the
holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series A
Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Series A Junior Participating Preferred
Stock shall have received $100.00 per share, plus an amount equal
to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series
A Liquidation Preference"). Following the payment of the full
amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A
Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Common Stock shall have received an amount
per share (the "Common Adjustment") equal to the quotient
obtained by dividing (i) the Series A Liquidation Preference by
(ii) the Adjustment Number. Following the payment of the full
amount of the Series A Liquidation Preference and the Common
Adjustment in respect of all outstanding shares of Series A
Junior Participating Preferred Stock and Common Stock,
respectively, holders of Series A Junior Participating Preferred
Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with
respect to such Preferred Stock and Common Stock, on a per share
basis, respectively.
(B) In the event, however, that there are not
sufficient assets available to permit payment in full of the
Series A Liquidation Preference and the liquidation preferences
of all other series of Preferred Stock, if any, that rank on a
parity with the Series A Junior Participating Preferred Stock,
then such remaining assets shall be distributed ratably to the
holders of such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there are
not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.
6
<PAGE>
7. Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case
the shares of Series A Junior Participating Preferred Stock shall
at the same time be similarly exchanged or changed in an amount
per share equal to the Adjustment Number times the aggregate
amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged.
8. Redemption. (A) The Corporation, at its option,
may redeem shares of the Series A Junior Participating Preferred
Stock in whole at any time and in part from time to time, at a
redemption price equal to the Adjustment Number times the current
per share market price (as such term is hereinafter defined) of
the Common Stock on the date of the mailing of the notice of
redemption, together with unpaid accumulated dividends to the
date of such redemption. The "current per share market price" on
any date shall be deemed to be the average of the closing price
per share of such Common Stock for the ten consecutive Trading
Days (as such term is hereinafter defined) immediately prior to
such date; provided, however, that in the event that the current
per share market price of the Common Stock is determined during a
period following the announcement of (A) a dividend or
distribution on the Common Stock other than a regular quarterly
cash dividend or (B) any subdivision, combination or
reclassification of such Common Stock and the ex-dividend date
for such dividend or distribution, or the record date for such
subdivision, combination or reclassification, shall not have
occurred prior to the commencement of such ten Trading Day
period, then, and in each such case, the current per share market
price shall be properly adjusted to take into account ex-dividend
trading. The closing price for each day shall be the last sales
price, regular way, or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular
way, in either case as reported in the principal transaction
reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange, or, if the Common Stock
is not listed or admitted to trading on the New York Stock
Exchange, on the principal national securities exchange on which
the Common Stock is listed or admitted to trading, or, if the
Common Stock is not listed or admitted to trading on any national
securities exchange but sales price information is reported for
such security, as reported by the National Association of
Securities Dealers, Inc. Automated Quotations System ("NASDAQ")
or such other self-regulatory organization or registered
securities information processor (as such terms are used under
the Securities Exchange Act of 1934, as amended) that then
reports information concerning the Common Stock, or, if sales
price information is not so reported, the average of the high bid
and low asked prices in the over-the-counter market on such day,
as reported by NASDAQ or such other entity, or, if on any such
date the Common Stock is not quoted by any such entity, the
average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Common Stock
selected by the Board of Directors of the Corporation. If on any
such date no such market maker is making a market in the Common
Stock, the fair value of the Common Stock on such date as
determined in good faith by the Board of Directors of the
Corporation shall be used. The term "Trading Day" shall mean a
day on which the principal national securities exchange on which
the Common Stock is listed or admitted to trading is open for the
transaction of business, or, if the Common Stock is not listed or
admitted to trading on any national securities exchange but is
quoted by NASDAQ, a
7
<PAGE>
day on which NASDAQ reports trades, or, if
the Common Stock is not so quoted, a Monday, Tuesday, Wednesday,
Thursday or Friday on which banking institutions in the State of
Texas are not authorized or obligated by law or executive order
to close.
(B) In the event that fewer than all the outstanding
shares of the Series A Junior Participating Preferred Stock are
to be redeemed, the number of shares to be redeemed shall be
determined by the Board of Directors and the shares to be
redeemed shall be determined by lot or pro rata as may be
determined by the Board of Directors or by any other method that
may be determined by the Board of Directors in its sole
discretion to be equitable.
(C) Notice of any such redemption shall be given by
mailing to the holders of the shares of Series A Junior
Participating Preferred Stock to be redeemed a notice of such
redemption, first class postage prepaid, not later than the
fifteenth day and not earlier than the sixtieth day before the
date fixed for redemption, at their last address as the same
shall appear upon the books of the Corporation. Each such notice
shall state: (i) the redemption date; (ii) the number of shares
to be redeemed and, if fewer than all the shares held by such
holder are to be redeemed, the number of such shares to be
redeemed from such holder; (iii) the redemption price; (iv) the
place or places where certificates for such shares are to be
surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on
the close of business on such redemption date. Any notice that
is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the stockholder
received such notice, and failure duly to give such notice by
mail, or any defect in such notice, to any holder of Series A
Junior Participating Preferred Stock shall not affect the
validity of the proceedings for the redemption of any other
shares of Series A Junior Participating Preferred Stock that are
to be redeemed. On or after the date fixed for redemption as
stated in such notice, each holder of the shares called for
redemption shall surrender the certificate evidencing such shares
to the Corporation at the place designated in such notice and
shall thereupon be entitled to receive payment of the redemption
price. If fewer than all the shares represented by any such
surrendered certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares.
(D) The shares of Series A Junior Participating
Preferred Stock shall not be subject to the operation of any
purchase, retirement or sinking fund.
9 Ranking. The Series A Junior Participating
Preferred Stock shall rank junior to all other series of the
Corporation's Preferred Stock as to the payment of dividends and
the distribution of assets, unless the terms of any such series
shall provide otherwise.
10. Amendment. At any time that any shares of Series
A Junior Participating Preferred Stock are outstanding, the
Restated Certificate of Incorporation of the Corporation shall
not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A
Junior Participating Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of a
majority or more of the outstanding shares of Series A Junior
Participating Preferred Stock, voting separately as a class.
8
<PAGE>
11. Fractional Shares. Series A Junior Participating
Preferred Stock may be issued in fractions of a share that shall
entitle the holder, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends, participate
in distributions and to have the benefit of all other rights of
holders of Series A Junior Participating Preferred Stock.
IN WITNESS WHEREOF, the undersigned have executed and
subscribed this Certificate and do affirm the foregoing as true
under the penalties of perjury this 26th day of April, 1994.
/s/ PAUL G. VAN WAGENEN
Name: Paul G. Van Wagenen
Title: Chairman of the Board,
President and Chief
Executive Officer
Attest:
/s/ RONALD B. MANNING
Secretary
<PAGE>
EXHIBIT 5
August 9, 1994
Pogo Producing Company
5 Greenway Plaza
Suite 2700
Houston, Texas 77046
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8
("Registration Statement"), filed by Pogo Producing Company, a
Delaware corporation (the "Company"), under the Securities Act of
1933, as amended (the "Act"), relating to the registration of
1,000,000 shares of the Company's Common Stock, par value $1 per
share (the "Common Shares") which may be issued pursuant to the
1989 Incentive and Nonqualified Stock Option Plan of Pogo Producing
Company (as amended and restated effective January 25, 1994)
(the "Stock Option Plan"), certain legal matters in connection
with the registration of the Common Shares are being passed upon by me.
I have acted as counsel for the Company in connection with
the preparation of the Stock Option Plan and the registration of
the Common Shares. In such capacity, I have examined the Company's
Restated Certificate of Incorporation and By-laws, each as amended to
date, and have examined the originals, or copies certified or otherwise
identified, of corporate records of the Company, certificates of public
officials and of representatives of the Company, statutes and other
records, instruments and documents as a basis for the opinions hereinafter
expressed.
Based upon my examination as aforesaid, and subject to the
assumptions, qualifications, limitations and exceptions set forth
herein, I am of the opinion that:
The Common Shares to be issued pursuant to the Stock Option
Plan have been duly authorized and, when issued and delivered in
accordance with the terms of the Stock Option Plan, will be validly
issued, fully paid and nonassessable and free of preemptive rights.
The opinion expressed herein is limited exclusively to the
corporate law of the state of Delaware and the federal laws of the
United States of America.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of my name in the
Registration Statement under the caption "Interests of Named Experts
and Counsel."
Very truly yours,
/s/ GERALD A. MORTON
<PAGE>
EXHIBIT 23-(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference into this registration statement on Form S-8
our report dated February 8, 1994 included in Pogo Producing
Company's Annual Report on Form 10-K for the year ended December 31, 1993.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Houston, Texas
August 9, 1994
<PAGE>
EXHIBIT 23-(b)
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
As independent petroleum engineers, we hereby consent to the
incorporation by reference into this registration statement on Form S-8
our report and estimates, as of January 1, 1994, of Pogo Producing
Company's reserves and the present value of future net reserves included
in Pogo Producing Company's annual report on Form 10-K for the year ended
December 31, 1993.
/s/ Ryder Scott Company
Petroleum Engineers
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
August 9, 1994
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") in order to register certain securities
pursuant to the Act as have been approved by the Board of Directors
pursuant to resolutions adopted thereby, and also to file any and all
exhibits and other documents relating to said Registration Statement
that are necessary or advisable;
NOW, THEREFORE, I Tobin Armstrong, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN, D.
STEPHEN SLACK, and THOMAS E. HART, and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the
others, and with full power of substitution and resubstitution, to
execute in my name, place and stead in my capacity as a director of
the Company, said Registration Statement, any and all amendments to
said Registration Statement and all other instruments, filings or
documents as said attorneys or any of them shall deem necessary
and to file the same with the Commission. Each of said attorneys
shall have full power and authority to do and perform in my name and
on my behalf in my capacity as a director any act whatsoever that is
necessary or desirable to be done in the premises as fully and to all
intents and purposes as I might or could do in person, and by my
signature hereto, I hereby ratify and approve all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 26 day of July, 1994.
/s/ TOBIN ARMSTRONG
Tobin Armstrong
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") in order to register certain securities
pursuant to the Act as have been approved by the Board of Directors
pursuant to resolutions adopted thereby, and also to file any and all
exhibits and other documents relating to said Registration Statement
that are necessary or advisable;
NOW, THEREFORE, I Jack S. Blanton, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN, D.
STEPHEN SLACK, and THOMAS E. HART, and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the
others, and with full power of substitution and resubstitution, to
execute in my name, place and stead in my capacity as a director of
the Company, said Registration Statement, any and all amendments to
said Registration Statement and all other instruments, filings or
documents as said attorneys or any of them shall deem necessary
and to file the same with the Commission. Each of said attorneys
shall have full power and authority to do and perform in my name and
on my behalf in my capacity as a director any act whatsoever that is
necessary or desirable to be done in the premises as fully and to all
intents and purposes as I might or could do in person, and by my
signature hereto, I hereby ratify and approve all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 26 day of July, 1994.
/s/ JACK S. BLANTON
Jack S. Blanton
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") in order to register certain securities
pursuant to the Act as have been approved by the Board of Directors
pursuant to resolutions adopted thereby, and also to file any and all
exhibits and other documents relating to said Registration Statement
that are necessary or advisable;
NOW, THEREFORE, I W. M. Brumley, Jr., in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN, D.
STEPHEN SLACK, and THOMAS E. HART, and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the
others, and with full power of substitution and resubstitution, to
execute in my name, place and stead in my capacity as a director of
the Company, said Registration Statement, any and all amendments to
said Registration Statement and all other instruments, filings or
documents as said attorneys or any of them shall deem necessary
and to file the same with the Commission. Each of said attorneys
shall have full power and authority to do and perform in my name and
on my behalf in my capacity as a director any act whatsoever that is
necessary or desirable to be done in the premises as fully and to all
intents and purposes as I might or could do in person, and by my
signature hereto, I hereby ratify and approve all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 26 day of July, 1994.
/s/ W. M. BRUMLEY, JR.
W. M. Brumley, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") in order to register certain securities
pursuant to the Act as have been approved by the Board of Directors
pursuant to resolutions adopted thereby, and also to file any and all
exhibits and other documents relating to said Registration Statement
that are necessary or advisable;
NOW, THEREFORE, I John B. Carter, Jr., in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN, D.
STEPHEN SLACK, and THOMAS E. HART, and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the
others, and with full power of substitution and resubstitution, to
execute in my name, place and stead in my capacity as a director of
the Company, said Registration Statement, any and all amendments to
said Registration Statement and all other instruments, filings or
documents as said attorneys or any of them shall deem necessary
and to file the same with the Commission. Each of said attorneys
shall have full power and authority to do and perform in my name and
on my behalf in my capacity as a director any act whatsoever that is
necessary or desirable to be done in the premises as fully and to all
intents and purposes as I might or could do in person, and by my
signature hereto, I hereby ratify and approve all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 26th day of July, 1994.
/s/ JOHN B. CARTER, JR.
John B. Carter, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") in order to register certain securities
pursuant to the Act as have been approved by the Board of Directors
pursuant to resolutions adopted thereby, and also to file any and all
exhibits and other documents relating to said Registration Statement
that are necessary or advisable;
NOW, THEREFORE, I William L. Fisher, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN, D.
STEPHEN SLACK, and THOMAS E. HART, and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the
others, and with full power of substitution and resubstitution, to
execute in my name, place and stead in my capacity as a director of
the Company, said Registration Statement, any and all amendments to
said Registration Statement and all other instruments, filings or
documents as said attorneys or any of them shall deem necessary
and to file the same with the Commission. Each of said attorneys
shall have full power and authority to do and perform in my name and
on my behalf in my capacity as a director any act whatsoever that is
necessary or desirable to be done in the premises as fully and to all
intents and purposes as I might or could do in person, and by my
signature hereto, I hereby ratify and approve all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 26 day of July, 1994.
/s/ WILLIAM L. FISHER
William L. Fisher
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") in order to register certain securities
pursuant to the Act as have been approved by the Board of Directors
pursuant to resolutions adopted thereby, and also to file any and all
exhibits and other documents relating to said Registration Statement
that are necessary or advisable;
NOW, THEREFORE, I William E. Gipson, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN, D.
STEPHEN SLACK, and THOMAS E. HART, and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the
others, and with full power of substitution and resubstitution, to
execute in my name, place and stead in my capacity as a director of
the Company, said Registration Statement, any and all amendments to
said Registration Statement and all other instruments, filings or
documents as said attorneys or any of them shall deem necessary
and to file the same with the Commission. Each of said attorneys
shall have full power and authority to do and perform in my name and
on my behalf in my capacity as a director any act whatsoever that is
necessary or desirable to be done in the premises as fully and to all
intents and purposes as I might or could do in person, and by my
signature hereto, I hereby ratify and approve all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 26 day of July, 1994.
/s/ WILLIAM E. GIPSON
William E. Gipson
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") in order to register certain securities
pursuant to the Act as have been approved by the Board of Directors
pursuant to resolutions adopted thereby, and also to file any and all
exhibits and other documents relating to said Registration Statement
that are necessary or advisable;
NOW, THEREFORE, I Gerrit W. Gong, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN, D.
STEPHEN SLACK, and THOMAS E. HART, and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the
others, and with full power of substitution and resubstitution, to
execute in my name, place and stead in my capacity as a director of
the Company, said Registration Statement, any and all amendments to
said Registration Statement and all other instruments, filings or
documents as said attorneys or any of them shall deem necessary
and to file the same with the Commission. Each of said attorneys
shall have full power and authority to do and perform in my name and
on my behalf in my capacity as a director any act whatsoever that is
necessary or desirable to be done in the premises as fully and to all
intents and purposes as I might or could do in person, and by my
signature hereto, I hereby ratify and approve all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 26 day of July, 1994.
/s/ GERRIT W. GONG
Gerrit W. Gong
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") in order to register certain securities
pursuant to the Act as have been approved by the Board of Directors
pursuant to resolutions adopted thereby, and also to file any and all
exhibits and other documents relating to said Registration Statement
that are necessary or advisable;
NOW, THEREFORE, I J. Stuart Hunt, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN, D.
STEPHEN SLACK, and THOMAS E. HART, and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the
others, and with full power of substitution and resubstitution, to
execute in my name, place and stead in my capacity as a director of
the Company, said Registration Statement, any and all amendments to
said Registration Statement and all other instruments, filings or
documents as said attorneys or any of them shall deem necessary
and to file the same with the Commission. Each of said attorneys
shall have full power and authority to do and perform in my name and
on my behalf in my capacity as a director any act whatsoever that is
necessary or desirable to be done in the premises as fully and to all
intents and purposes as I might or could do in person, and by my
signature hereto, I hereby ratify and approve all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 26th day of July, 1994.
/s/ J. STUART HUNT
J. Stuart Hunt
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") in order to register certain securities
pursuant to the Act as have been approved by the Board of Directors
pursuant to resolutions adopted thereby, and also to file any and all
exhibits and other documents relating to said Registration Statement
that are necessary or advisable;
NOW, THEREFORE, I Frederick A. Klingenstein, in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
D. STEPHEN SLACK, and THOMAS E. HART, and each of them severally, my
true and lawful attorney or attorneys with power to act with or
without the others, and with full power of substitution and
resubstitution, to execute in my name, place and stead in my capacity
as a director of the Company, said Registration Statement, any and all
amendments to said Registration Statement and all other instruments,
filings or documents as said attorneys or any of them shall deem necessary
and to file the same with the Commission. Each
of said attorneys shall have full power and authority to do and
perform in my name and on my behalf in my capacity as a director any
act whatsoever that is necessary or desirable to be done in the
premises as fully and to all intents and purposes as I might or could
do in person, and by my signature hereto, I hereby ratify and approve
all of such acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 26th day of July, 1994.
/s/ FREDERICK A. KLINGENSTEIN
Frederick A. Klingenstein
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") in order to register certain securities
pursuant to the Act as have been approved by the Board of Directors
pursuant to resolutions adopted thereby, and also to file any and all
exhibits and other documents relating to said Registration Statement
that are necessary or advisable;
NOW, THEREFORE, I Nicholas R. Petry, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN, D.
STEPHEN SLACK, and THOMAS E. HART, and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the
others, and with full power of substitution and resubstitution, to
execute in my name, place and stead in my capacity as a director of
the Company, said Registration Statement, any and all amendments to
said Registration Statement and all other instruments, filings or
documents as said attorneys or any of them shall deem necessary
and to file the same with the Commission. Each of said attorneys
shall have full power and authority to do and perform in my name and
on my behalf in my capacity as a director any act whatsoever that is
necessary or desirable to be done in the premises as fully and to all
intents and purposes as I might or could do in person, and by my
signature hereto, I hereby ratify and approve all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 26th day of July, 1994.
/s/ NICHOLAS R. PETRY
Nicholas R. Petry
<PAGE>
POWER OF ATTORNEY
WHEREAS, POGO PRODUCING COMPANY, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 (the
"Registration Statement") in order to register certain securities
pursuant to the Act as have been approved by the Board of Directors
pursuant to resolutions adopted thereby, and also to file any and all
exhibits and other documents relating to said Registration Statement
that are necessary or advisable;
NOW, THEREFORE, I Jack A. Vickers, in my capacity as a
director of the Company, do hereby appoint PAUL G. VAN WAGENEN, D.
STEPHEN SLACK, and THOMAS E. HART, and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the
others, and with full power of substitution and resubstitution, to
execute in my name, place and stead in my capacity as a director of
the Company, said Registration Statement, any and all amendments to
said Registration Statement and all other instruments, filings or
documents as said attorneys or any of them shall deem necessary
and to file the same with the Commission. Each of said attorneys
shall have full power and authority to do and perform in my name and
on my behalf in my capacity as a director any act whatsoever that is
necessary or desirable to be done in the premises as fully and to all
intents and purposes as I might or could do in person, and by my
signature hereto, I hereby ratify and approve all of such acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 22nd day of July, 1994.
/s/ JACK A. VICKERS
Jack A. Vickers
