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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 11, 1996
Pogo Producing Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-7792 74-1659398
(Commission File Number) (I.R.S. Employer
Identification No.)
5 Greenway Plaza, P.O. Box 2504
Houston, Texas 77046-2504
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (713) 297-5000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
Pogo Producing Company's (the "Company") press release,
publicly disseminated on June 11, 1996, announcing its placement,
through a Rule 144A private placement offering, of $100 million
in 5-1/2% Convertible Subordinated Notes due June 15, 2006 is
attached hereto as ANNEX A and made a part hereof for all purposes.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Pogo Producing Company
Registrant
/s/ GERALD A. MORTON
Gerald A. Morton,
Corporate Secretary
Date: June 12, 1996
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ANNEX A
FOR IMMEDIATE RELEASE
Contact: Paul G. Van Wagenen
(713) 297-5001
POGO PLACES
CONVERTIBLE SUBORDINATED NOTES
HOUSTON, TEXAS - June 11, 1996 -- Houston based Pogo Producing Company
(NYSE-"PPP") announced today that it has placed, through a Rule 144A
private placement offering, $100 million in Convertible Subordinated
Notes due June 15, 2006.
Net proceeds from the sale of the Convertible Subordinated Notes will
be used to repay existing debt, including Pogo's 8% Convertible Subordinated
Debentures due 2005, and for general corporate purposes. The new notes have
a 5.5% coupon rate, will be convertible into Pogo common stock at a conversion
price of $42.185 per share, and are not redeemable by the company
for the first three years. In addition to the $100 million placed today,
Pogo has granted the managing underwriters for the offering an option to
purchase up to an additional $15 million of notes to cover overallotments,
if any.
Pogo Producing Company explores for, develops and produces oil and
natural gas. Headquartered in Houston, Pogo owns interests in 79 (82 if and
when 3 more of Pogo's high bid tracts are awarded from the April 24, 1996 OCS
lease sale number 157) federal and state lease
blocks offshore Louisiana and Texas in the Gulf of Mexico. Pogo also owns
approximately 151,000 gross leasehold acres in major oil and gas provinces
onshore in the United States and approximately 1,300,000 gross acres
(approximately 68,000 acres currently being developed as
the Tantawan Field) in the Kingdom of Thailand. Pogo is listed on the New
York and Pacific Stock Exchanges under the symbol PPP.
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This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the notes or Pogo's common stock. Neither
the notes nor the common stock issuable upon the conversion thereof have
been registered under the Securities Act of 1933 or under state securities
laws, and may not be offered or sold in the United States absent registration
or qualification or an applicable exemption from registration or
qualification requirements.
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