As filed with the Securities and Exchange Commission on March 23, 1999
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)
1998 LONG-TERM INCENTIVE PLAN
OF POGO PRODUCING COMPANY
(Full title of the plan)
Gerald A. Morton
Vice President - Law and
Corporate Secretary
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 be maximum maximum registration
to be registered registered(1) offering aggregate fee
price per offering
Common Stock, par share(2) price(2)
value $1 per 500,000
share shares $12.875 $6,437,500.00 $1,790.00_
(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 1998 Long-Term Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rules 457(c) and (h) using the average of the high
and low prices reported on the New York Stock Exchange Composite
Transaction Tape on March 19, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of Form
S-8 and the statement of availability of registrant information and any other
information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. Pogo
Producing Company (the "Registrant" or the "Company") shall maintain
a file of such documents in accordance with the provisions of Rule 428.
Upon request, the Registrant shall furnish the Commission or its staff a
copy or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference.
The following documents which have been filed by 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, 1998, as the same has been amended through the date
hereof;
(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.
<PAGE>
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; the
Vice President - Law and Corporate Secretary of the Company.
Such opinion has been filed as an exhibit to this Registration Statement.
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 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
a person is or was a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorney's fees),
judgements, 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 attorney's 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 provide 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 the 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 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.
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Article X of the Restated Certificate of Incorporation of the Company
eliminates the personal liability of each director of the Company to the
Company and its stockholders for monetary damages for breach of fiduciary duty
as a director involving any act or omission of any director occurring on or
after September 30, 1986; provided, however that such provision does not
eliminate or limit the liability of a director (i) for any breach of such
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law (iii) under Title 8, Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any transaction from
which such director derived an improper personal benefit.
The Bylaws of the Company provide that the Company will indemnify and
hold harmless, to the fullest extent permitted by applicable law as in effect
as of the date of the adoption of the Bylaws or as it may thereafter 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 Company or is or was serving at
the request of the Company as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity including services with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Bylaws further provide that the Company will
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 ^
Company.
The Bylaws further provide that the Company will pay the expenses
incurred in defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses insured by a director of
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) will 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.
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<PAGE>
The Company 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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
*4.1 Indenture dated as of June 15, 1996 to Fleet National Bank, as
Trustee. (Exhibit 4(f) quarterly report on Form 10-Q for the
quarter ended June 30, 1996, File No. 1-7792).
*4.2 Certificate of Designations of Series A Junior Participating
Preferred Stock of Pogo Producing Company dated April 26, 1994
(Exhibit 4(d), Registration Statement on Form S-8 filed August 9,
1994, File No. 33-54969).
*4.3 Rights Agreement dated as of April 26, 1994 between Pogo
Producing Company and Harris Trust Company of New York, as
Rights Agent (Exhibit 4, Current Report on Form 8-K filed April
26, 1994, File No. 1-7792).
*4.4 Certificate of Designations, Preferences and Rights of Preferred
Stock of Registrant, dated March 25, 1987 (Exhibit 3(a)(1), Annual
Report on Form 10-K for the year ended December 31, 1987, File
No. 0-5468).
*4.5 1998 Long-Term Incentive Plan. (Exhibit 10.5, Annual Report on
Form 10-K for the year ended December 31, 1998, File No. 1-7792).
*4.6 Indenture dated as of May 15, 1997 between the Registrant and Fleet
National Bank (now State Street Bank & Trust Company as successor
in interest under the Indenture) as Trustee (Exhibit 4.3,
Registration Statement on Form S-4, filed July 2, 1997, File No.
333-30613).
5 Opinion of Gerald A. Morton, Vice President - Law and
Corporate Secretary of the Registrant.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ryder Scott Company Petroleum Engineers.
23.3 Consent of Gerald A. Morton (contained in his opinion filed as
Exhibit 5).
24 Powers of Attorney.
__________________
* Incorporated by reference.
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<PAGE>
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:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in theprospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from
the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement.
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference 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.
(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.
(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
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 the 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.
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<PAGE>
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
23rd day of March, 1999.
POGO PRODUCING COMPANY
(Registrant)
By: /s/ PAUL G. VAN WAGENEN
Paul G. Van Wagenen
(Chairman of the Board, President
and Chief Executive Officer)
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 March 23, 1999.
Signature Title
/s/ PAUL G. VAN WAGENEN Chairman of the Board, President and Chief
Paul G. Van Wagenen Executive Officer
(Principal Executive Officer and Director)
/s/ JOHN W. ELSENHANS Vice President and Chief Financial
Officer
John W. Elsenhans (Principal Financial Officer)
/s/ THOMAS E. HART Vice President and Controller
Thomas E. Hart (Principal Accounting Officer)
/s/ JERRY M. ARMSTRONG* Director
Jerry M. Armstrong
/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.
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<PAGE>
/s/ WILLIAM L. FISHER* Director
William L. Fisher
/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/ JACK A. VICKERS* Director
Jack A. Vickers
*By /s/ THOMAS E. HART
(Thomas E. Hart, Attorney-in-Fact)
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<PAGE>
March 23, 1999
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
500,000 shares of the Company's Common Stock, par value $1
per share (the "Common Shares") which may be issued pursuant
to the 1998 Long-Term Incentive Plan of Pogo Producing
Company (the "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 Plan and the registration of the
Common Shares. In such capacity, I have examined the
Company's Restated Certificate of Incorporation and Bylaws,
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 Plan have
been duly authorized and, when issued and delivered in
accordance with the terms of the 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.
<PAGE>
Pogo Producing Company
Page Two
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."
Yours very truly,
/s/ GERALD A. MORTON
GAM/CM
<PAGE>
EXHIBIT 23.1
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
of our report dated February 19, 1999 included in Pogo Producing
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
March 23, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
As independent petroleum engineers, we hereby consent to the
incorporation by reference into this registration statment on Form S-8 our
report and estimates, as of January 1, 1999, of Pogo Producing Company's
reserves and 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, 1998.
/s/ RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
March 23, 1999
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-3 (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 Jerry M. Armstrong, in my capacity
as a director of the Company, do hereby appoint PAUL G. VAN WAGENEN,
JOHN W. ELSENHANS 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 instruments as
said attorneys or any of them shall deem necessary or incidental in
connection therewith 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
whatsover 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 1st day of December, 1998.
/s/ JERRY M. ARMSTRONG
Jerry M. 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-3 (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,
JOHN W. ELSENHANS 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 instruments as
said attorneys or any of them shall deem necessary or incidental in
connection therewith 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
whatsover 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 27th day of October, 1998.
/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-3 (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,
JOHN W. ELSENHANS 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 instruments as
said attorneys or any of them shall deem necessary or incidental in
connection therewith 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
whatsover 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 28th day of October, 1998.
/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-3 (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,
JOHN W. ELSENHANS 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 instruments as
said attorneys or any of them shall deem necessary or incidental in
connection therewith 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
whatsover 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 27th day of October, 1998.
/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-3 (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,
JOHN W. ELSENHANS 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 instruments as
said attorneys or any of them shall deem necessary or incidental in
connection therewith 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
whatsover 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 27th day of October, 1998.
/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-3 (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,
JOHN W. ELSENHANS 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 instruments as
said attorneys or any of them shall deem necessary or incidental in
connection therewith 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
whatsover 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 27th day of October, 1998.
/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-3 (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,
JOHN W. ELSENHANS 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 instruments as
said attorneys or any of them shall deem necessary or incidental in
connection therewith 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
whatsover 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 27th day of October, 1998.
/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-3 (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,
JOHN W. ELSENHANS 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 instruments as
said attorneys or any of them shall deem necessary or incidental in
connection therewith 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
whatsover 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 27th day of October, 1998.
/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-3 (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,
JOHN W. ELSENHANS 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 instruments as
said attorneys or any of them shall deem necessary or incidental in
connection therewith 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
whatsover 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 27th day of October, 1998.
/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-3 (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,
JOHN W. ELSENHANS 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 instruments as
said attorneys or any of them shall deem necessary or incidental in
connection therewith 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
whatsover 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 27th day of October, 1998.
/s/ JACK A. VICKERS
Jack A. Vickers
<PAGE>
