UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
POGO PRODUCING COMPANY
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
730448107
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201)325-8660
(Name Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 3, 1997
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4)
check the following box [ ].
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.) NO LONGER APPLICABLE
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 730448107
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 1,420,839 (includes Notes convertible into
Shares Bene- 38,039 Shares)
ficially (8) Shared Voting Power
owned by 368,831 (includes Notes convertible into
Each Report- 7,031 Shares)
ing Person (9) Sole Dispositive Power
With 1,420,839 (includes Notes convertible into
38,039 Shares)
(10) Shared Dispositive Power
368,831 (includes Notes convertible into
7,031 Shares)
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,789,670
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
5.4%
_________________________________________________________________
14) Type of Reporting Person
I N
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par
value (the "Common Stock" or the "Shares"), of POGO PRODUCING
COMPANY ("Company"), which has its principal executive offices at
5 Greenway Plaza, Suite 2700, P.O. Box 2504, Houston, TX 77046-
0504. The Company has outstanding 5 1/2% convertible subordinated
notes due 3/15/2004 ("Notes"); and Cooperman is deemed to have
beneficial ownership of 45,700 Shares based on the Note's
conversion rate.
Item 2. Identity and Background.
This statement is being filed by Leon G. Cooperman,
("Cooperman"). Cooperman is the Managing Member of Omega
Associates, L.L.C. ("Associates"), a limited liability company
organized under the laws of the State of Delaware. Associates is
the general partner of three limited partnerships organized under
the laws of Delaware known as Omega Capital Partners, L.P., Omega
Institutional Partners, L.P., and Omega Equity Partners, L.P.
They are private investment firms engaged in the purchase and sale
of securities for investment for their own accounts. The business
address of Cooperman and the principal business and office of Omega
Capital Partners, L.P., Omega Institutional Partners, L.P., and
Omega Equity Partners, L.P. is c/o Omega Advisors, Inc., 88
Pine Street, Wall Street Plaza - 31st Floor, New York, New York
10005. Cooperman is a citizen of the United States.
Associates is a private investment firm formed to invest
in and act as general partner of investment partnerships or similar
investment vehicles. The principal business and office of
Associates is c/o Omega Advisors, Inc., Wall Street Plaza, 88 Pine
Street - 31st Floor, New York, New York 10005.
Cooperman is also the President and majority stockholder
of Omega Advisors, Inc., a Delaware corporation, engaged in
providing investment management. The address of the principal
business and office of Omega Advisors, Inc. is 88 Pine Street, Wall
Street Plaza - 31st Floor, New York, New York 10005. Omega
Advisors, Inc. serves as investment manager to Omega Overseas
Partners, Ltd., and Omega Overseas Partners II, Ltd., and Cooperman
is deemed to control said entities. Omega Overseas Partners, Ltd.,
is a Cayman Island corporation, with a business address at British
American Tower, Third Floor, Jennrett Street, Georgetown, Grand
Cayman Island, British West Indies. Omega Overseas Partners II,
Ltd. is a Cayman Island corporation, with a business address c/o
Hemisphere House, 9 Church Street, Hamilton HM 11, Bermuda. Omega
Advisors, Inc. also serves with discretionary power as investment
manager to unrelated third parties (herein referred to as the
"Managed Account").
Neither Cooperman nor any of the investment entities
controlled by him have, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any such person, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any such person
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 1,789,670 Shares, and
included in these calculations are the Shares deemed owned by
virtue of the Notes. Of this amount, 542,976 Shares were purchased
by Omega Capital Partners, L.P., at a cost of $18,873,258; 47,652
Shares were purchased by Omega Institutional Partners, L.P., at a
cost of $1,750,005; 57,300 Shares were purchased by Omega Equity
Partners, L.P., at a cost of $1,880,893; 772,911 Shares were
purchased by Omega Overseas Partners, Ltd., at a cost of
$32,168,378; and 368,831 Shares were purchased by the Managed
Account at a cost of $11,813,539. The source of funds for the
purchase of all such Shares was investment capital.
Item 4. Purpose of Transaction.
Cooperman has acquired the Shares for investment
purposes, and only in the ordinary course of business.
In the ordinary course of business, Cooperman from time
to time evaluates holdings of securities, and based on such
evaluation, he may determine to acquire or dispose of securities of
specific issuers.
Cooperman has no present plans or intentions which would
result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Schedule 13D.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10Q for the quarterly period ended September 30, 1996 filed
with the Securities & Exchange Commission, there were issued and
outstanding 33,260,328 Shares of Common Stock. Based on Section
13d of the Securities Exchange Act of 1934, as a result of the
ownership of Notes, there are, for purposes of this filing, deemed
to be outstanding a total of 33,305,398 shares of common stock.
Reg. Sec. 240. 13d-3(d)(1)(i). Omega Capital Partners, L.P., owns
526,300 Shares plus Notes equivalent to 16,767 Shares, or 1.6% of
those outstanding; Omega Institutional Partners, L.P., owns 46,300
Shares plus Notes equivalent to 1,352 Shares, or 0.1% of those
outstanding; Omega Equity Partners, L.P., owns 57,300 Shares, or
0.2% of those outstanding; Omega Overseas Partners, Ltd., owns
752,900 Shares plus Notes equivalent to 20,011 Shares, or 2.3% of
those outstanding; and the Managed Account owns 361,800 Shares plus
Notes equivalent to 7,031 Shares, or 1.1% of those outstanding.
Cooperman possesses sole power to vote and direct the disposition
of all Shares of Common Stock owned by Omega Overseas Partners,
Ltd. and Omega Overseas Partners II, Ltd. As to the 361,800 Shares
owned by the Managed Account, there would be shared power to
dispose or to direct the disposition of such Shares because the
owners of the Managed Account may be deemed beneficial owner of
such Shares pursuant to Rule 13d-3 under the Act as a result of
their right to terminate the discretionary account within a period
of 60 days. <PAGE>
The following table details the transactions by each of
Omega Capital Partners, L.P., Omega Institutional Partners, L.P.,
Omega Equity Partners, L.P., Omega Overseas Partners, Ltd., Omega
Overseas Partners II, Ltd., and the Managed Account in shares of
Common Stock within the 60 day period prior to this filing. All
such transactions were open market transactions.
SALES:
Omega Overseas Partners, II, Ltd.
Date of Amount of Price Per
Transaction Shares Share
12/30/96 2,000 $47.94
PURCHASES:
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
02/03/97 35,000 $40.89
02/04/97 50,000 40.60
02/05/97 29,300 40.88
02/05/97 4,500 40.75
02/06/97 16,800 39.35
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
02/05/97 2,200 $40.88
02/05/97 400 40.75
02/06/97 1,300 39.35
<PAGE>
Omega Equity Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
02/05/97 3,000 $40.88
02/05/97 1,000 40.75
02/06/97 1,000 39.35
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
02/05/97 5,500 40.88
02/05/97 1,100 40.75
02/06/97 5,900 39.35
02/06/97 1,000 39.38
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 hereof or between such persons
and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any other
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
There is no material to be filed as Exhibits.
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 7, 1997
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, pursuant to Power of
Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Institutional Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Equity Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as President of Omega
Advisors, Inc., pursuant to Power
of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
