<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S) 240.14a-12
POGO PRODUCING COMPANY
----------------------
(Name of Registrant as Specified In Its Charter)
----------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transactions:
(5) Total fee paid:
---------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LOGO]
POGO PRODUCING COMPANY TO ACQUIRE NORTH CENTRAL
OIL CORPORATION IN $750 MILLION TRANSACTION
Houston, TX, November 20, 2000 - Pogo Producing Company (NYSE: PPP) ("Pogo")
today announced that its board of directors has approved a definitive merger
agreement to acquire NORIC Corporation, the parent corporation of North Central
Oil Corporation ("North Central") for approximately $630 million in cash and
Pogo common stock. Pogo will also assume approximately $120 million of North
Central's net debt. The combined company will have an equity value of
approximately $1.3 billion and a total enterprise value of approximately $2.2
billion.
The transaction will be accounted for as a purchase and is expected to be
immediately accretive to earnings, cash flow, reserves and production per share.
Pogo anticipates that the transaction can be completed in the first quarter of
2001.
Under the agreement, NORIC shareholders will receive approximately $630 million
in a combination of 50% cash and 50% Pogo common stock, subject to a collar.
The transaction is expected to be tax free to Pogo and tax free to NORIC
shareholders to the extent they receive Pogo common stock.
On a pro forma basis, the merger is anticipated to:
. Increase Pogo's total proved oil and gas reserves by 63% from 847.4
Billion cubic feet of natural gas equivalent ("Bcfe") consisting of
44% gas and 56% oil as of year-end 1999 to 1,379.7 Bcfe consisting of
61% gas and 39% oil
. Increase Pogo's projected annual 2000 production by 35% from 122 Bcfe
to 165 Bcfe
. Complement Pogo's already attractive reserve and production mix with
North Central's quality North American natural gas assets
. Extend Pogo's current indicated reserve life by 20% to 8.3 years
Paul G. Van Wagenen, chairman, president and chief executive officer of Pogo,
said, "Pogo has had a record year in terms of both revenues and production. Now,
through our exciting combination with North Central, we can look forward to
building on these successes in the years ahead. This transaction will enable us
to achieve a number of key strategic objectives going forward, including the
significant enhancement of our long-lived North American natural gas position
and improved exploration and production potential in our core domestic operating
areas in and around the Gulf of Mexico. North Central has an unbroken 17-year
reserve replacement record, as well as a large inventory of operated properties,
high-impact potential prospects and attractive exploration acreage. We expect to
realize additional benefits from our increased production of natural gas, which
we believe will be the energy commodity of choice for the next several years."
-more-
<PAGE>
Page 2
"We are excited about the tremendous upside potential this transaction creates
for our company, our shareholders and our employees alike. Our combination with
North Central will provide us with a highly concentrated property mix centered
in five core areas, augmenting our strong presence in the Gulf of Mexico and
Permian Basin areas and further diversifying our existing operations in Thailand
and Hungary with new properties in the Rocky Mountain region. Additionally, the
cash flow generated from our increased production will serve to fund Pogo's
sizable inventory of high-impact exploration projects. This transaction will
also result in a stronger financial position for the combined company, which
will allow us to more aggressively pursue future exploration, development and
acquisition opportunities," he continued.
"By matching North Central's operational strengths with our successful approach
to identifying, developing and producing from high-quality properties around the
world, we will realize a more profitable, cost-efficient structure for the
combined company. What's more, the addition of North Central's talented
employees, including several highly trained scientists and technicians, will
further enhance Pogo's first-rate team. The depth of skill sets created by this
combination will enable us to seize exciting high-growth opportunities around
the world," Mr. Van Wagenen concluded.
Proved Reserves. On a pro forma basis, total proved reserves will be
approximately 1.4 Tcfe reflecting Pogo's reserves of 847.4 Bcfe as of December
31, 1999 and North Central's reserves of 532.3 Bcfe as of June 30, 2000. The
combination will result in an improved geographic diversification of the new
company's reserve base. North Central's reserves, located exclusively in North
America, will be blended with Pogo's 56% domestic and 44% international
reserves. With the addition of North Central's reserves, which are comprised of
88% natural gas, Pogo's natural gas reserves will be more than doubled. The
resulting pro forma reserve mix will be 61% natural gas and 39% oil.
Exploration. Pogo's attractive core exploration regions that include the Gulf
of Mexico, offshore Thailand, the Permian Basin, Hungary, Canada, and the North
Sea are accentuated by North Central's significant onshore potential in the
South and East Texas, South Louisiana and Rocky Mountain areas. The Los Mogotes
and Hundido Fields, located in Zapata County, Texas, contain multiple Wilcox
horizons where significant reserve potential has been identified by analysis of
the existing 124 square miles of licensed 3-D seismic. In the Rocky Mountains,
the down-dip potential of the Madden Deep Unit is estimated to be extensive.
There are also over 140 identified exploration drilling locations to pursue in
the onshore and offshore Gulf Coast regions.
-more-
<PAGE>
Page 3
Development. In Thailand, Pogo will continue to develop the Benchamas,
Tantawan, and Maliwan fields. The company is in the process of upgrading
facilities to handle the current prolific production and is also initiating
development of at least six additional platform areas. The offshore Gulf of
Mexico will require deep-water development of Pogo's Mississippi Canyon 661/705
and Ewing Banks 871/872 discoveries. In the Permian Basin, Pogo will continue
the highly successful development campaigns of dozens of fields with Brushy
Canyon and Morrow production. The companies' combined program will also include
100 development opportunities in South Texas. In the Shallow Madden Lower Fort
Union formation, there are over 50 development locations that have been
identified to pursue. Synergy of operations will result from North Central's
Main Pass 10 development with Pogo's forthcoming development of significant
discoveries in Main Pass 76 and Main Pass 61/62.
Discretionary Cash Flow. In 1999, Pogo and North Central generated a combined
$132.5 million of discretionary cash flow. Given the rising production profiles
of both companies and expectations for continued improvement in commodity
prices, pro forma discretionary cash flow is projected to increase by 185% to
$378 million in 2000. Pogo plans to hedge a significant portion of North
Central's gas volumes through at least 2002 to take advantage of the strong
North American natural gas market.
Under the terms of the agreement, NORIC's shareholders will receive
approximately $315 million of Pogo common shares so long as the average closing
price of Pogo stock during the 20-day trading period ending on the fifth trading
day prior to the merger closing is between $22.25 and $27.25. If the average
closing price is less than $22.25, the number of Pogo common shares to be issued
will be approximately 14.2 million. If the average closing price is greater
than $27.25, the number of Pogo common shares to be issued will be approximately
11.6 million.
Pogo intends to finance the cash portion of the acquisition through a
combination of cash on hand and a new bank revolving credit facility.
Pogo expects the transaction to result in general and administrative cost
efficiencies of approximately 40%. Savings are expected to come from the
elimination of duplicative activities, improved operating efficiencies and the
combination of the companies' work forces.
The combined company, to be called Pogo Producing Company, will be headquartered
in Houston, TX. Upon closure of the transaction, Paul G. Van Wagenen will
remain as chairman, president and chief executive officer of the combined
company.
The transaction is conditioned upon, among other things, the approval of the
stockholders of both companies and customary regulatory approvals.
Merrill Lynch & Co. acted as financial advisor and provided a fairness opinion
to Pogo, and Baker Botts LLP acted as Pogo's legal advisors. Goldman, Sachs &
Co. served as financial advisor to NORIC and North Central and Shearman &
Sterling served as legal advisors.
-more-
<PAGE>
Page 4
About North Central Oil Corporation
North Central is an independent oil and gas exploration and production company
headquartered in Houston, TX with properties concentrated in four core areas:
South Texas, the Rocky Mountains, South Louisiana and the Texas Gulf Coast.
About Pogo Producing Company
Pogo Producing Company explores for, develops and produces oil and natural gas.
Headquartered in Houston, Pogo owns various ownership interests in 106 federal
and state Gulf of Mexico lease blocks offshore from Louisiana and Texas. Pogo
also owns approximately 340,000 gross leasehold acres in various oil and gas
provinces onshore in the United States and Canada, approximately 713,000 gross
acres in the Gulf of Thailand, approximately 778,000 gross acres in Hungary, and
approximately 193,000 gross acres in the United Kingdom and Denmark sectors of
the North Sea.
Private Securities Litigation Reform Act Safe Harbor Statement
Except for the historical and present factual information contained herein, the
matters set in this presentation, including statements as to the expected
benefits of the merger such as efficiencies, cost savings, market profile and
financial strength, and the competitive ability and position of the combined
company, and other statements identified by words such as "expects," "projects,"
"plans," and similar expressions are forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially, including the
possibility that the anticipated benefits from the merger cannot be fully
realized, the possibility that costs or difficulties related to the integration
of our businesses will be greater than expected, the impact of competition and
other risk factors relating to our industry as detailed from time to time in
Pogo's reports filed with the SEC. Pogo and North Central disclaim any
responsibility to update these forward-looking statements.
Additional Information
Investors and security holders of Pogo Producing Company are urged to read the
proxy statement regarding the business combination transactions referred to
above, when it becomes available, because it will contain important information.
The proxy statement will be filed with the SEC by Pogo Producing Company.
Investors and security holders may obtain a free copy of the proxy statement
(when it is available) and other documents filed by Pogo Producing Company with
the SEC at the SEC's website at www.sec.gov. The proxy statement and these
-----------
other documents may also be obtained free of charge by directing a request to
Pogo Producing Company, 5 Greenway Plaza, Suite 2700, Houston, TX 77046,
Attn: Investor Relations, or by telephone at (713) 297-5000 or by fax at
(713) 297-5100.
In addition, the identity of the individuals who, under SEC rules, may be
considered "participants in the solicitation" of Pogo Producing Company
stockholders, in connection with the proposed merger, and information concerning
their interests, is available in an SEC filing under Schedule 14A made by Pogo
Producing Company on November 20, 2000.
-more-
<PAGE>
Page 5
There will be a financial analyst teleconference call on Monday, November 20,
2000 at 9:45 AM EST. The call can be monitored through a live broadcast via the
World Wide Web at www.pogoproducing.com and www.streetfusion.com. A rebroadcast
--------------------- --------------------
will be available on both of these websites through December 20, 2000.
Real Network's Real Player or Microsoft Media Player is required to access
the webcast. They can be downloaded from www.real.com or
------------
www.microsoft.com/windows/mediaplayer.
-------------------------------------
Contact for Pogo:
James P. Ulm II
Vice President and Chief Financial Officer
(713) 297-5152
# # #
<PAGE>
[Information regarding participants required by Rule 14A-12 (a)(1)(i)]
Pogo Producing Company, a Delaware corporation ("Pogo") and certain other
persons named below may be deemed to be participants in the solicitation of
proxies in respect of the proposed merger (the "Merger") of NORIC Corporation, a
New York corporation ("NORIC") with and into Pogo, and the issuance of common
stock, par value $1.00 per share, of Pogo in connection therewith, pursuant to
the Agreement and Plan of Merger Among Pogo Producing Company and NORIC
Corporation and the Shareholders signatory thereto dated as of November 19,
2000. The participants in this solicitation may include the directors of Pogo
(Paul G. Van Wagenen (Chairman of the Board, President and Chief Executive
Officer); Jerry M. Armstrong; Jack S. Blanton, W. M. Brumley, Jr.; Robert H.
Campbell; William L. Fisher; Gerrit W. Gong; Frederick A. Klingenstein; and
Stephen A. Wells); and the following officers of Pogo: Paul G. Van Wagenen;
Stuart P. Burbach; John O. McCoy, Jr.; David R. Beathard; Stephen R. Brunner;
Thomas E. Hart; Gerald A. Morton; and James P. Ulm, II. As of the date of this
communication, none of the foregoing participants beneficially own individually
in excess of 1% of Pogo common stock, except for Frederick A. Klingenstein, who
beneficially owns 8.14%.
[End of information regarding participants]
[Beginning of additional material which may be deemed solicitation material]
<PAGE>
1
[LOGO] Pogo Producing Company
Acquisition of North Central Oil Corporation
November 2000
<PAGE>
2
Transaction Summary
Purchase Price: . $630 million
Transaction Value: . $750 million
Structure: . 50% Cash, 50% Stock
. Purchase Accounting
. Tax-free Reorganization
Closing: . First Quarter 2001
[LOGO] Pogo Producing Company
<PAGE>
Overview of North Central Oil Corporation
[LOGO] Pogo Producing Company
<PAGE>
4
Overview of North Central Oil Corporation
Acquisition Rationale
. Long-lived North American reserves heavily weighted
towards natural gas
[arrow] 88% natural gas with 12.4 R/P ratio
. High percentage of operated properties with large
working interest
[arrow] Operates 65% of current production
. Highly focused exploration and development programs
in attractive core areas
[arrow] South Texas [arrow] South Louisiana
[arrow] Rocky Mountains [arrow] Upper Texas Gulf Coast
. Large inventory of attractive exploration prospects with
high impact potential
. Exceptional operating expertise and low cost structure
[LOGO] Pogo Producing Company
<PAGE>
5
Overview of North Central Oil Corporation
Exploration and Production Assets
[Map showing core areas in Texas, Louisiana and Wyoming]
E&P Areas 3-D Seismic
--------- -----------
South Texas 416 square miles
Upper Texas 16 square miles
Gulf Coast
South Louisiana 361 square miles
Rocky Mountains 180 square miles
Asset Overview
[Pie Chart]
South Texas - 41%
Rocky Mountains - 36%
South Louisiana - 16%
Upper Texas Gulf Coast - 4%
Royalty - 3%
Total Proved Reserves = 532.3 Bcfe(1)
(1) As of June 30, 2000.
[LOGO] Pogo Producing Company
<PAGE>
6
Overview of North Central Oil Corporation
[Bar Graph Showing Total Proved Reserve Growth]
Year Bcfe
---- ----
1996 165
1997 247
1998 389
1999 432
6/30/2000 532
[Bar Graph Showing Total Production Growth (2000 R/P RATION: 12.4)]
Year Bcfe
---- ----
1996 18.0
1997 20.6
1998 26.1
1999 38.2
2000E 43.5
[Bar Graph Showing Lease Operating Expenses ($/Mcfe)]
Year $/Mcfe
---- ------
1996 $0.78
1997 $0.86
1998 $0.62
1999 $0.55
3 yr Average $0.64
[LOGO] Pogo Producing Company
<PAGE>
7
Overview of North Central Oil Corporation
Finding Cost Comparison(1)
[Bar Graph]
Newfield $1.38
Tom Brown $1.22
Louis Dreyfus $1.18
Pogo $1.10
Barrett $1.03
Mitchell $0.85
Cross Timbers $0.71
North Central $0.67
Nuevo Energy $0.47
(1) Data based on Mid-Cap companies' 3 year revised finding costs.
Source: Merrill Lynch Oil and Gas Producers research report from July 11,
2000 and management estimates.
[LOGO] Pogo Producing Company
<PAGE>
8
Overview of North Cental Oil Corporation
[Bar Graph Showing Revenue and Discretionary Cash Flow]
Revenue Discretionary Cash Flow
Year Year
---- ----
1996 $ 52,000,000 1996 $ 28,000,000
1997 $ 58,000,000 1997 $ 32,000,000
1998 $ 60,000,000 1998 $ 32,000,000
1999 $ 88,000,000 1999 $ 51,000,000
2000E(1) $164,000,000 2000E(1) $103,000,000
(1) Prior to loss associated with unwinding a multi-year natural gas price
hedge.
[LOGO] Pogo Producing Company
<PAGE>
North Central
Major Field Summary
[LOGO] Pogo Producing Company
<PAGE>
10
Rocky Mountains
NORTH CENTRAL MAJOR FIELD SUMMARY
[Structure Map on the Lower Fort Union Horizon - - Madden Field]
[Structure Map on the Madison Horizon - - Madden Field]
Madden Field
Operator: Burlington
WI: 12.5% ave.
Exploration: Potential of 31 exploratory locations available upon continued
drilling success.
Rate: 18.5 mmcf/d net
Wells: 69 Shallow
4 deep
--
73 wells
Producing Horizons:
Fort Union 5,000-10,000'
Lance 10,000-14,000'
Mesaverde 15,000-16,000'
Cody 17,000-18,000'
Madison 23,000-26,000'
Activity: Two continuous drilling programs are ongoing with a deep and shallow
drilling at all times. A significant upgrade to the plant facilities is ongoing.
Additional rigs are expected for future drilling.
[LOGO] Pogo Producing Company
<PAGE>
11
South Texas
NORTH CENTRAL MAJOR FIELD SUMMARY
[A Net Pay Isochore Map on the Upper Asche 1 Sand Horizon in the Los Mogotes
Field]
Los Mogotes Field
Operator: North Central
WI: 65%
Exploration: Based on past success, multiple exploratory locations have been
identified.
Rate: 20.6 mmcf/d net
Wells: 40 wells
Producing Horizons:
Queens City 3,000-5,000'
Upper Asche 7,000-8,8000'
Lower Asche 8,300-10,500'
Charco 10,000-10,500'
Lobo 11,000-13,000'
Activity: An active drilling program is ongoing with 117 locations identified.
That does not include exploratory locations.
[LOGO] Pogo Producing Company
<PAGE>
12
South Texas
NORTH CENTRAL MAJOR FIELD SUMMARY
[A Structure Map on the Lobo 1 Sand Horizon in the Hundido Field]
Hundido Field
Operator: North Cental
WI: 98%
Exploration: Adjacent undrilled fault blocks are identified for potential
drilling.
Rate: 21.3 mmcf/d net
Wells: 54 active
Producing Horizons:
Lobo 9,000-10,000'
Wilcox 9,500-10,000'
Activity: Twenty development locations remain to be drilled, along with three
exploratory locations.
[LOGO] Pogo Producing Company
<PAGE>
13
South Louisiana
NORTH CENTRAL MAJOR FIELD SUMMARY
[A Composite Structure Map on the South Pass Block 24 Field]
South Pass 24 Field
Operator: North Central
WI: 26%
Exploration: Three exploratory locations identified, along with deeper
unexplored potential.
Rate: 1 mmcf/d 600 bopd
Wells: 80 wells
Producing Horizons:
27 Miocene sands
2,000 - 9,500'
Activity:
The first ever 3-D in this area is being shot in late 2000. Potential from
10,000-14,000 is unknown, however, there is production from the lower sands
in surrounding fields.
[LOGO] Pogo Producing Company
<PAGE>
POGO PRODUCING COMPANY
[LOGO] Pogo Producing Company
<PAGE>
15
Pogo Producing Company
World Ventures
[A graphic map of the world showing Pogo Producing Company core areas of
activity, including: Alberta, Canada, the United Kingdom and Danish sectors of
the North Sea; Hungary; the Gulf of Thailand; the Coastal Onshore and Offshore
areas of the Gulf of Mexico and the New Mexico and West Texas portions of the
Permian Basin.]
[LOGO] Pogo Producing Company
<PAGE>
16
Pogo Producing Company
Offshore Division
[A map of the Central and Western Outer Continental Shelf areas of the Gulf of
Mexico highlighting leases currently held by Pogo Producing Company, including
those held by production (development) and under their primary term
(exploration). Several leases are highlighted, including: Galveston Block 240
(where Pogo owns a 50% working interest); Ewing Banks Blocks 871/872 (where Pogo
owns a 50% working interest); Main Pass Blocks 61/62 (where Pogo owns a 100%
working interest) and South Pass Blocks 90/91 (where Pogo owns a 50% working
interest).]
[LOGO] Pogo Producing Company
<PAGE>
17
Pogo Producing Company
Main Pass 61 & 62
[A map showing the location of oil and gas fields on Pogo's Main Pass Blocks 61,
62, 72 and 73. Two type logs are identified. One is a type log showing the J-6
Sand horizon on Main Pass Blocks 72/73. The second type log, identified as the
Pogo-OCS-G-16493 #1 and showing the J-6 Sand horizon on Pogo's recent Main Pass
Block 61 No. 1 Well illustrates 96 feet of Oil Pay. The well, in which Pogo
holds a 100% Working Interest, is located in 92 feet of water.]
[LOGO] Pogo Producing Company
<PAGE>
18
Pogo Producing Company
Ewing Bank 871 & 872
[A map showing the location of oil and gas fields on Ewing Banks Blocks 871,
872, 873 and 917. Included are type logs for portions of: the Ewing Banks Block
871 No. 1 Well showing 59 feet of Net Oil Pay at the 9500 foot sand horizon and
75 feet of Net Oil Pay at the 10,200 foot Sand horizon; the Ewing Banks Block
873 No. A-6 well; and the Ewing Banks Block 917 No. 1 well. Details on the map
included: a color coded legend of:
9500' SD PROVEN
9500' SD POTENTIAL
10200' SD PROVEN
10200' SD POTENTIAL
12000' SD POTENTIAL;
a description of the Lobster field:
LOBSTER Field
90 MMBO + 67 BCF
18 Wells;
a description of the Oyster field:
OYSTER Field
5.7 MMBO + 5 BCFG
in 20 months
9500 BOPD
subsea tieback to Lobster;
and information regarding the Ewing Banks 871 No. 1 well:
EWB 871 #1
Discovery (2) Zones
225' Gross Oil Pay
134' Net Oil Pay
Flowed 4,339 BOPD
+ 2,932 MCFGPD
From 10,200' Sand
[LOGO] Pogo Producing Company
<PAGE>
19
Pogo Producing Company
MC 661/705 Development Block
[A map showing the location of oil and gas fields on Mississippi Canyon Blocks
661 and 705. Shown on the map are two type logs. One type log of the Mississippi
Canyon Block 661 Texaco No. 1 well shows the 10,500 foot sand horizon. This well
was drilled in the 1st Quarter of 1999 to a total depth of 13,258 feet and was
temporarily abandoned as a productive well. The other type log shows the
Mississippi Canyon Block 705 Pogo #1 well 11,000 foot sand horizon. This well
was drilled in the 4th Quarter of 1999 to a total depth of 15,290 feet and was
temporarily abandoned as a productive well. The map illustrates a potential
location or future sidetrack location, the Mississippi Canyon Block 705 Pogo No.
2 well and contains a color coded legend for: proven production; the 8200 ft.
Sd.; the 3160 Ms; the 10,500 ft. Sd.; and the 11,000 ft. Sd.]
[LOGO] Pogo Producing Company
<PAGE>
20
Pogo Producing Company
Permian Basin
[A map of the Southeast New Mexico and West Texas portions of the Permian Basin
highlighting the location of Pogo Producing Company oil fields, including the
following: McMillan; Shugart; Whitmire; Lost Tank; Airport; Neff; East
Livingston Ridge; Teague; N.E. Loving; Sand Dunes; S.E. Red Tank; Antelope
Ridge; Sundance; Poker Lake; Cedar Canyon; S. Malaga; Hopper; Keystone; Gemini;
Monarch; South Pecos and Ranch Hand.]
[LOGO] Pogo Producing Company
<PAGE>
21
Pogo Producing Company
Gulf of Thailand
[A map of Pogo Producing Company's license area in the Gulf of Thailand,
including the Benchamas, Tantawan, Maliwan and Jarmjuree production areas and
the Kung and "Triangles" exploration areas.]
Block B8/32
Legend
----------------
Block B8/32
Production Area
Block 9A Farm-In
----------------
[LOGO] Pogo Producing Company
<PAGE>
22
Pogo Producing Company
Hungary
[A geographic map of Hungary showing Pogo Hungary's exploration license acreage
in the Szolnok and Tompa Blocks.]
[LOGO] Pogo Producing Company
<PAGE>
Combination Benefits
[LOGO] Pogo Producing Company
<PAGE>
24
Combination Benefits
Enhances Geographic Balance of Reserves
Pogo- Proved Reserve Geography(1)
Gulf of Mexico Offshore
[Pie Chart Showing]
Gulf of Mexico Offshore - 27%
Permian - 26%
Gulf Coast Onshore - 3%
Kingdom of Thailand - 44%
Total Proved Reserves: 847.4 Bcfe
North Central - Proved Reserve Geography(2)
[Pie Chart Showing]
Gulf Coast Onshore - 64%
Rocky Mountains - 36%
Total proved Reserves: 532.3 Bcfe
Pro Forma - Proved Reserve Geography
[Pie Chart Showing]
Gulf Coast Onshore - 26%
Rocky Mountains - 14%
Kingdom of Thailand - 27%
Gulf of Mexico Offshore - 17%
Permian - 16%
Total Proved Reserves: 1,379.7 Bcfe
(2) As of December 31, 1999.
(2) As of June 30, 2000.
[LOGO] Pogo Producing Company
<PAGE>
25
Combination Benefits
Increases Focus on Domestic Natural Gas
Pogo - Proved Reserve Mix(1)
[Pie Chart Showing]
Oil 472.7 Bcfe 56%
Gas 374.7 Bcfe 44%
Total Proved Reserves: 847.4 Bcfe
North Central - Proved Reserve Mix(2)
[Pie Chart Showing]
Oil 65.3 Bcfe 12%
Gas 467.0 Bcfe 88%
Total Proved Reserves: 532.3 Bcfe
Pro Forma - Reserve Mix
[Pie Chart Showing]
Oil 538.0 Bcfe 39%
Gas 841.7 Bcfe 61%
Total Proved Reserves: 1,379.7 Bcfe
(1) As of December 31, 1999.
(2) As of June 30, 2000.
[LOGO] Pogo Producing Company
<PAGE>
26
Combination Benefits
Significantly Increases Production with Attractive Mix
2000 Estimated
Pogo - Production Mix(1)
[Pie Chart Showing]
Oil 61 Bcfe 50%
Gas-Domestic 40 Bcfe 33%
Gas-Intl. 21 Bcfe 17%
Total production: 122 Bcfe
R/P: 6.9 Years(2)
2000 Estimated
North Central - Production Mix
[Pie Chart Showing]
Oil 7 Bcfe 17%
Gas 36 Bcfe 83%
Total Production: 43.5 Bcfe
R/P: 12.4 Years
2000 Estimated
Pro Forma - Production Mix
[Pie Chart Showing]
Oil 68 Bcfe 41%
Gas-Domestic 76 Bcfe 46%
Gas-Intl. 21 Bcfe 13%
Total Production: 165 Bcfe
R/P: 8.3(2)
(1) Estimates from Merrill Lynch Research.
(2) Includes reserves for Pogo as of December 31, 1999.
[LOGO] Pogo Producing Company
<PAGE>
27
Combination Benefits
Strengthened Competitive Position
Company 2000 Enterprise Value(1) in $MM
------- -------------------------------
MND $2,726.7
XTO $2,413.8
LD $2,187.2
PPP PF $2,178.4
NFX $1,990.2
VPI $1,875.2
BRR $1,664.7
OIL $1,659.1
SGY $1,528.0
PPP $1,452.1
THX $1,049.5
TMBR $1,016.7
COG $ 919.5
SFY $ 891.4
Company 1999 Reserves(2) in Bcfe
------- ------------------------
VPI 2,808.1
XTO 2,022.7
OIL 1,590.4
LD 1,464.3
PPP PF 1,379.7
BRR 1,133.8
MND 1,096.4
COG 978.7
PPP 847.4
SGY 596.8
NFX 594.8
THX 541.0
TMBR 523.9
SFY 454.8
Company 2001 Discounted Cash Flow(3)
------- ----------------------------
PPP PF $ 405.0
MND $ 395.9
NFX $ 388.6
LD $ 352.7
VPI $ 342.6
SGY $ 305.5
XTO $ 302.2
PPP $ 260.0
BRR $ 247.4
THX $ 230.9
OIL $ 226.8
TMBR $ 157.9
COG $ 155.1
SFY $ 127.5
(1) Publicly available data as of November 17, 2000.
(2) Pogo and peer group reserves as of December 31, 1999. North Central reserves
as of June 30, 2000.
(3) I/B/E/S estimates as of Nobember 17, 2000. Pogo and Pogo Pro Forma estimates
provided by Pogo.
[LOGO] Pogo Producing Company
<PAGE>
28
Combination Benefits
Hedging Program Underwrites Investment
. A significant portion of North Central's North American natural gas
volumes will be hedged through at least 2002
[arrow] Locks in attractive economics
[arrow] Reduces price risk
[arrow] Historical high natural gas prices
[LOGO] Pogo Producing Company
<PAGE>
29
Overview of North Central Oil Corporation
Acquisition Rationale
. Long-lived North American reserves heavily weighted towards natural gas
. High percentage of operated properties with large working interest
. Highly focused exploration and development programs in attractive core
areas
. Large inventory of attractive exploration prospects with high impact
potential
. Exceptional operating expertise and low cost structure
[LOGO] Pogo Producing Company
<PAGE>
30
Private Securities Litigation Reform Act Safe Harbor Statement
Except for the historical and present factual information contained herein, the
matters set forth in this presentation, including statements as to the expected
benefits of the merger such as efficiencies, cost savings, market profile and
financial strength, and the competitive ability and position of the combined
company, and other statements identified by words such as "expects,"
"projects," "plans," and similar expressions are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ materially,
including the possibility that the anticipated benefits from the merger cannot
be fully realized, the possibility that costs or difficulties related to the
integration of our businesses will be greater than expected, the impact of
competition and other risk factors relating to our industry as detailed from
time to time in Pogo's reports filed with the SEC. Pogo disclaims any
responsibility to update these forward-looking statements.
[LOGO] Pogo Producing Company
<PAGE>
31
Additional Information
Pogo will file a proxy statement and other relevant documents concerning the
proposed merger transaction with the SEC. Investors and security holders are
urged to read the proxy statement when it becomes available and any other
relevant documents filed with the SEC because they will contain important
information. You will be able to obtain the documents free of charge at the
website maintained by the SEC at www.sec.gov. In addition, you may obtain
-----------
documents filed with the SEC by Pogo free of charge by requesting them in
writing from Pogo Producing Company, 5 Greenway Plaza, Suite 2700, TX 77046,
Attention: Investor Relations, or by telephone at (713) 297-5000 or by fax at
(713) 297-5100.
Pogo and the directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Pogo in
connection with the merger. Information about the directors and executive
officers of Pogo and their ownership of Pogo stock is set forth in the proxy
statement for Pogo's 2000 Annual Meeting of stockholders. Investors and security
holders may obtain additional information regarding the interests of such
participants by reading the proxy statement when it becomes available.
Investors and security holders should read the proxy statement carefully when it
becomes available before making any investment decisions or voting.
[LOGO] Pogo Producing Company
