<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-7792
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
POGO PRODUCING COMPANY
5 GREENWAY PLAZA, SUITE 2700
HOUSTON, TEXAS 77046
<PAGE> 2
Item 4. (a) Financial Statements and Schedules prepared in accordance
with the finanical reporting requirements of ERSIA.
<PAGE> 3
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994
TOGETHER WITH AUDITORS' REPORT
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Board,
Tax-Advantaged Savings Plan
of Pogo Producing Company:
We have audited the accompanying statements of net assets available for plan
benefits of the Tax-Advantaged Savings Plan of Pogo Producing Company (the
Plan) as of December 31, 1994 and 1993, and the related statements of changes
in net assets available for plan benefits for the years then ended. These
financial statements and the schedules referred to below are the responsibility
of the administrative board of the Plan. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1994 and 1993, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Houston, Texas
June 21, 1995
<PAGE> 5
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $5,342,737 $5,065,619
TCB Money Market Group Fund - 9,902
TCB Limited Term Bond Group Fund - 1,078,732
Prime Portfolio Money Market Fund 677,473 -
Investment Grade Corporate Portfolio
Bond Fund 368,464 -
Vanguard/Wellington Fund 408,075 -
Vanguard/Index Trust--500 Portfolio 236,593 -
Vanguard PrimeCap Fund 573,741 -
CONTRIBUTIONS RECEIVABLE:
Participant 25,704 13,038
Company 18,286 13,279
CASH 1,981 850,794
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $7,653,054 $7,031,364
========== ==========
</TABLE>
The accompanying notes are an intregral part of these financial statements.
<PAGE> 6
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
INTEREST INCOME $ 113,551 $ 24,737
---------- ----------
NET APPRECIATION IN FAIR VALUE
OF INVESTMENTS 299,872 2,018,038
---------- ----------
CONTRIBUTIONS:
Participant 476,992 418,149
Company (net of $- and $197,933 of
forfeitures by terminated participants
in the respective years) 379,620 138,054
---------- ----------
Total contributions 856,612 556,203
---------- ----------
WITHDRAWALS AND TERMINATIONS (648,345) (251,262)
---------- ----------
INCREASE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 621,690 2,347,716
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 7,031,364 4,683,648
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $7,653,054 $7,031,364
========== ==========
</TABLE>
The accompanying notes are an intregral part of these financial statements.
<PAGE> 7
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
General
Pogo Producing Company (Pogo) adopted the Employees Stock Purchase Plan
effective January 1, 1978, as amended July 10, 1981. On January 1, 1985, the
Employees Stock Purchase Plan was amended and renamed the Tax-Advantaged
Savings Plan (the Plan). Any salaried employee of Pogo is eligible to be a
participant of the Plan. Effective January 1, 1994, the Plan was restated to
provide that investment options for participant contributions be expanded to
six investment options which include common stock of the company and five
Vanguard funds.
Effective December 31,1993, Texas Commerce Bank, N.A. (formerly Ameritrust
Texas, N.A.), was removed as trustee for the Plan. Effective January 1, 1994,
John O. McCoy, Jr., an officer of Pogo, was appointed as successor trustee of
the Plan under the terms of an amended and restated trust agreement entered
into effective January 1, 1994. The Plan is administered by an administrative
board appointed by Pogo's board of directors. The members of the
administrative board receive no compensation for their services, and all
expenses of the Plan, including brokerage commissions, are paid by Pogo.
Prior-Year Reclassifications
Certain prior-year amounts have been reclassified to conform with the
current-year presentation.
Basis of Accounting
The records of the Plan are maintained on the cash basis of accounting and are
adjusted to the accrual basis for financial reporting purposes.
Quoted market prices as of December 31, 1994 and 1993, have been used to
determine the market value of Plan investments.
In 1994, the Plan adopted the American Institute of Certified Public
Accountants' Practice Bulletin 12 (Bulletin 12), "Reporting Separate Investment
Fund Option Information of Defined Contribution Pension Plans." The significant
changes include a separate accounting and reporting of participant-directed and
nonparticipant-directed investments. The Plan has given retroactive effect to
the change in reporting required under Bulletin 12 (see Exhibits 1 and 2).
Contributions
Each participant may contribute up to 10 percent of his compensation to the
Plan. In accordance with provisions of the Tax Reform Act of 1986, each
participant's contributions are subject to certain limitations. For 1994, this
Imitation was $9,240. Pogo contributes an amount equal to each participant's
contribution, limited to a maximum of 6 percent of the participant's eligible
compensation. Each participant's account is credited with his or her
contribution, the company-matching contribution and an allocation of plan
earnings. Allocations of earnings are based on the proportion that each
participant's account balance bears to the total of all participant account
balances. Matching funds contributed to the Plan by Pogo are invested only in
Pogo common stock. (See Exhibits 1 and 2 for financial statements by investment
fund.)
<PAGE> 8
Investments
All contributions and dividends prior to January 1, 1985, were used to acquire
Pogo common stock. Funds contributed to the Plan by an employee after January
1, 1985, and the earnings and accretions thereon are invested according to
instructions from the participant. Effective January 1, 1994, the investment
options included the Pogo Common Stock Fund, the Prime Portfolio Money Market
Fund, the Investment Grade Corporate Portfolio Bond Fund, the
Vanguard/Wellington Fund, the Vanguard/Index Trust - 500 Portfolio and the
Vanguard PrimeCap Fund.
The Pogo Common Stock Fund is used to invest in Pogo common stock. All employer
contributions as well as employee-designated monies are placed in this
account. Any dividends are used to purchase additional shares for the Plan.
The Prime Portfolio Money Market Fund (Money Market Fund) invests in
high-quality money market instruments that mature in one year or less.
The Investment Grade Corporate Portfolio Bond Fund (Corporate Bond Fund)
investments are placed in a diversified portfolio of long-term,
investment-grade bonds which, at the time of purchase, were selected from the
four highest grades assigned by Moody's Investors Service or Standard & Poors
Corporation (S&P).
The Vanguard/Wellington Fund (Wellington Fund) contributions are invested in
a diversified and balanced program of investing in bonds and common stocks.
Bonds are held for relative stability of income and principal, while the common
stocks are held for potential growth of capital and income. The fund invests 60
percent to 70 percent of its total assets in common stock.
The Vanguard/Index Trust - 500 Portfolio (Index 500 Fund) investments are
placed in all of the stocks included in the S&P 500 Index in approximately the
same proportions as they are represented in the S&P 500 Index.
The Vanguard PrimeCap Fund (PrimeCap Fund) invests principally in a portfolio
of common stocks selected on the basis of fundamental factors such as
above-average earnings growth and current earnings as compared to the S&P 500
Index, consistency of earnings growth and earnings quality.
Distributions and Withdrawals
Participants are entitled to receive the portion of the Plan equity which
represents their individual contribution. The Plan allows participants to be
fully vested in the portion of the Plan which is represented by Pogo
contributions after two full years of employment with the company.
In the event of death, retirement, disability or termination after vesting, a
participant is entitled to all of his portion of the Plan equity applicable to
Pogo's contributions.
The Plan also provides for a participant's rights of total or partial
withdrawals and suspension of contributions subject to certain limitations with
respect to future participation. Net assets available for distributions as of
December 31, 1994, as reported in the accompanying financial statements differ
from that reflected in the Plan's federal income tax return (Form 5500) by
$5,804 because of a difference in the timing of recognition of certain
requested but unpaid withdrawals.
<PAGE> 9
Forfeitures
A participant terminated for reasons other than death, retirement or disability
forfeits the unvested portion of his Plan equity attributable to Pogo's
contribution. Such forfeiture is held in suspense until the end of the calendar
year. If the participant returns to employment before the end of the year in
which he terminated, the forfeited amounts are reinstated. In the event the
participant is not reemployed by the end of such year, the forfeitures are used
to reduce future contributions by Pogo. At December 31, 1994 and 1993,
forfeitures held in suspense totaled $111,204 and $104,939.
Termination of the Plan
The Plan may be terminated, amended or modified by Pogo's board of directors at
any time. In the event the Plan is terminated, all participants become vested
and entitled to receive the Plan equity attributable to all contributions made
for the participants by Pogo.
2. FEDERAL INCOME TAXES:
The Plan obtained its latest determination letter on May 9, 1986, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. In December
1994, the Plan applied for a new tax determination letter. However, the Plan
administrator and the Plan's legal counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, they believe that the Plan was qualified
and the related trust was tax-exempt as of December 31, 1994 and 1993.
<PAGE> 10
EXHIBIT 1
Page 1 OF 2
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Participant-Directed
-----------------------------------------------------------
Pogo Money Corporate Index
Common Market Bond Wellington 500 PrimeCap
Stock Fund Fund Fund Fund Fund Fund
---------- ------ --------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $1,115,792 $ - $ - $ - $ - $ -
Prime Portfolio Money Market Fund - 677,473 - - - -
Investment Grade Corporate Portfolio
Bond Fund - - 368,464 - - -
Vanguard/Wellington Fund - - - 408,075 - -
Vanguard/Index Trust -- 500 Portfolio - - - - 236,593 -
Vanguard PrimeCap Fund - - - - - 573,741
CONTRIBUTIONS RECEIVABLE 5,125 1,839 3,325 5,146 3,105 7,164
CASH - 1,981 - - - -
---------- -------- -------- -------- -------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,120,917 $681,293 $371,789 $413,221 $239,698 $580,905
========== ======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Nonparticipant-
Directed
Pogo Common
Stock Fund Total
--------------- ----------
<S> <C> <C>
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $4,226,945 $5,342,737
Prime Portfolio Money Market Fund - 677,473
Investment Grade Corporate Portfolio
Bond Fund - 368,464
Vanguard/Wellington Fund - 408,075
Vanguard/Index Trust -- 500 Portfolio - 236,593
Vanguard PrimeCap Fund - 573,741
CONTRIBUTIONS RECEIVABLE 18,286 43,990
CASH - 1,981
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,245,231 $7,653,054
========== ==========
</TABLE>
<PAGE> 11
EXHIBIT 1
Page 2 of 2
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Participant-Directed
--------------------------------------------------- Nonparticipant-
Pogo Money Fixed Directed
Common Market Income Mutual Pogo Common
Stock Fund Fund Fund Funds Stock Fund Total
---------- -------- ----------- --------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing
Company $1,097,552 $ - $ - $ - $3,968,067 $5,065,619
TCB Money Market Group Fund 9,902 - - - - 9,902
TCB Limited Term Bond Group Fund - - 1,078,732 - - 1,078,732
CONTRIBUTIONS RECEIVABLE 2,078 928 1,399 8,633 13,279 26,317
CASH 1 850,792 1 - - 850,794
---------- -------- ---------- ------ ---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $1,109,533 $851,720 $1,080,132 $8,633 $3,981,346 $7,031,364
========== ======== ========== ====== ========== ==========
</TABLE>
<PAGE> 12
EXHIBIT 2
Page 1 of 2
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Participant-Directed
----------------------------------------------------------------------------------------------
Discontinued Fund Options (TCB)
Pogo -------------------------------
Common Money Corporate Index Money Fixed
Stock Market Bond Wellington 500 PrimeCap Market Income Mutual
Fund Fund Fund Fund Fund Fund Fund Fund Funds
--------- -------- -------- -------- -------- -------- --------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST/DIVIDEND INCOME $ 3,721 $ 28,355 $ 29,709 $ 16,720 $ 7,242 $ 14,413 $ - $ - $ -
NET APPRECIATION (DEPRECIATION)
OF INVESTMENT 110,749 - (57,663) (23,710) (8,351) 24,677 - - -
CONTRIBUTIONS 88,305 36,508 51,506 100,648 67,003 133,022 - - -
WITHDRAWALS AND TERMINATIONS (270,377) (26,003) - - - - - - -
INTERFUND TRANSFERS 47,655 642,433 348,237 319,563 173,804 408,793 (851,720) (1,080,132) (8,633)
--------- -------- -------- -------- -------- -------- --------- ----------- -------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR PLAN
BENEFITS (19,947) 681,293 371,789 413,221 239,698 580,905 (851,720) (1,080,132) (8,633)
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 1,140,864 - - - - - 851,720 $ 1,080,132 8,633
--------- -------- -------- -------- -------- -------- --------- ----------- -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $1,120,917 $681,293 $371,789 $413,221 $239,698 $580,905 $ - $ - $ -
========== ======== ======== ======== ======== ======== ========== =========== =======
</TABLE>
<TABLE>
<CAPTION>
Nonparticipant-
Directed
Pogo Common
Stock Fund Total
---------- ----------
<S> <C> <C>
INTEREST/DIVIDEND INCOME $ 13,391 $ 113,551
NET APPRECIATION (DEPRECIATION)
OF INVESTMENT 254,170 299,872
CONTRIBUTIONS 379,620 856,612
WITHDRAWALS AND TERMINATIONS (351,965) (648,345)
INTERFUND TRANSFERS - -
---------- ----------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR PLAN
BENEFITS 295,216 621,690
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 3,950,015 7,031,364
---------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $4,245,231 $7,653,054
========== ==========
</TABLE>
<PAGE> 13
EXHIBIT 2
Page 2 of 2
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Participant-Directed
--------------------------------------------------- Nonparticipant-
Pogo Money Fixed Directed
Common Market Income Mutual Pogo Common
Stock Fund Fund Fund Funds Stock Fund Total
---------- -------- ----------- --------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME $ 230 $ 24,452 $ 55 $ - $ - $ 24,737
NET APPRECIATION (DEPRECIATION)
OF INVESTMENT 396,295 - 41,144 - 1,580,599 2,018,038
CONTRIBUTIONS 107,641 112,827 189,048 8,633 138,054 556,203
WITHDRAWALS AND TERMINATIONS (11,057) (51,330) (33,400) - (155,475) (251,262)
INTERFUND TRANSFERS (31,093) 59,345 (28,252) - - -
---------- -------- ---------- ------ ---------- ----------
INCREASE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 462,016 145,294 168,595 8,633 1,563,178 2,347,716
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 647,517 706,426 911,537 - 2,418,168 4,683,648
---------- -------- ---------- ------ ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $1,109,533 $851,720 $1,080,132 $8,633 $3,981,346 $7,031,364
========== ======== ========== ====== ========== ==========
</TABLE>
<PAGE> 14
SCHEDULE I
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Number of Current
Identity of Issue Description of Investment Shares/Units Cost Value
----------------- ------------------------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
POGO Producing Company* Common stock 300,999 $5,134,057 $5,342,737
Vanguard* Prime Portfolio Money Market Fund 677,473 677,473 677,473
Vanguard* Investment Grade Corporate Portfolio
Bond Fund 45,772 421,130 368,464
Vanguard* Wellington Fund 21,046 431,361 408,075
Vanguard* Index Trust -- 500 Portfolio 5,506 243,297 236,593
Vanguard* PrimeCap Fund 28,716 549,216 573,741
---------- ----------
$7,456,534 $7,607,083
========== ==========
</TABLE>
*Indicated party in interest.
<PAGE> 15
SCHEDULE II
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
ITEM 27d -- SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Purchase Selling Cost of
Identity of Party Involved Description of Asset Transaction Price Price Asset
- -------------------------- -------------------- ----------- --------- -------- --------
<S> <C> <C>
POGO Producing Company Common stock 30 purchase transactions $ 586,665 $ - $ -
of 29,334 shares
POGO Producing Company Common stock 15 sale transactions of - 674,846 515,230
30,760 shares
Vanguard Prime Portfolio Money 73 purchase transactions 1,343,496 - -
Market Fund of 1,343,496 units
Vanguard Prime Portfolio Money 35 sale transactions of - 666,023 666,023
Market Fund 666,023 units
Vanguard Investment Grade Corporate 39 purchase transactions 466,486 - -
Portfolio Bond Fund of 50,638 units
Vanguard Investment Grade Corporate 3 sale transactions of - 40,540 45,356
Portfolio Bond Fund 4,866 units
Vanguard Wellington Fund 32 purchase transactions 441,968 - -
of 21,557 units
Vanguard Wellington Fund 1 sale transaction of - 10,183 10,607
511 units
Vanguard PrimeCap Fund 31 purchase transactions 552,672 - -
of 28,898 units
Vanguard PrimeCap Fund 2 sale transactions of - 3,608 3,456
182 units
Vanguard Index Trust -- 34 purchase transactions 283,612 - -
500 Portfolio of 6,410 units
Vanguard Index Trust -- 2 sale transactions - 38,658 40,315
500 Portfolio of 904 units
TCB Limited Term Bond 1 sale transaction - 1,078,732 1,082,607
Group Fund of 6,257 units
<CAPTION>
Current Value Net
of Asset on Gain
Identity of Party Involved Description of Asset Transaction Transaction Date (Loss)
-------------------------- -------------------- ----------- ---------------- ------
<S> <C> <C> <C> <C>
POGO Producing Company Common stock 30 purchase transactions $ - $ -
of 29,334 shares
POGO Producing Company Common stock 15 sale transactions of 674,846 159,616
30,760 shares
Vanguard Prime Portfolio Money 73 purchase transactions - -
Market Fund of 1,343,496 units
Vanguard Prime Portfolio Money 35 sale transactions of 666,023 -
Market Fund 666,023 units
Vanguard Investment Grade Corporate 39 purchase transactions - -
Portfolio Bond Fund of 50,638 units
Vanguard Investment Grade Corporate 3 sale transactions of 40,540 (4,816)
Portfolio Bond Fund 4,866 units
Vanguard Wellington Fund 32 purchase transactions - -
of 21,557 units
Vanguard Wellington Fund 1 sale transaction of 10,183 (424)
511 units
Vanguard PrimeCap Fund 31 purchase transactions - -
of 28,898 units
Vanguard PrimeCap Fund 2 sale transactions of 3,608 152
182 units
Vanguard Index Trust -- 500 Portfolio 34 purchase transactions - -
of 6,410 units
Vanguard Index Trust -- 500 Portfolio 2 sale transactions 38,658 (1,657)
of 904 units
TCB Limited Term Bond Group Fund 1 sale transaction 1,078,732 (3,875)
of 6,257 units
</TABLE>
NOTE: This schedule is a listing of single and series purchase and sale
transactions in the same security which exceed 5 percent of the Plan
assets as of January 1, 1994.
<PAGE> 16
(b) Exhibits --
1. Consent of Independent Public Accountant
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
/s/ JOHN O. McCOY, JR.
--------------------------------------
By: John O. McCoy, Jr.
Member of the Administrative Board
Date: June 30, 1995
<PAGE> 18
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
23.1 -- Consent of Arthur Andersen LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K into the Tax-Advantaged
Savings Plan of Pogo Producing Company's previously filed Registration
Statement File No. 2-60725.
ARTHUR ANDERSEN LLP
Houston, Texas
June 30, 1995
