<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-779
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>
Item 4. (a) Financial Statements and Schedule prepared in accordance with the
financial reporting requirements of ERISA.
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
TOGETHER WITH AUDITORS' REPORT
<PAGE>
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, 1999 and 1998, and the related statements of changes in net
assets available for plan benefits for the years then ended. These financial
statements and the supplemental 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 supplemental schedules
based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 Plan benefits as of December
31, 1999 and 1998, of Pogo Producing Company and the changes in its net assets
available for Plan benefits for the years then ended in conformity with
accounting principles generally accepted in the United States.
Our audits were performed 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 as of December 31, 1999, and reportable transactions for
the year then ended 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 audits 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.
/s/ Arthur Andersen LLP
Houston, Texas
May 26, 2000
<PAGE>
TAX-ADVANTAGED SAVINGS PLAN OF
------------------------------
POGO PRODUCING COMPANY
----------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
----------------------------------------------------
AS OF DECEMBER 31, 1999 AND 1998
--------------------------------
1999 1998
------------- -------------
INVESTMENTS, at quoted market value $15,850,448 $10,727,723
CONTRIBUTIONS RECEIVABLE:
Participant 51,605 47,109
Company 35,421 32,189
CASH 1,000 1,873
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $15,938,474 $10,808,894
=========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
TAX-ADVANTAGED SAVINGS PLAN OF
------------------------------
POGO PRODUCING COMPANY
----------------------
STATEMENTS OF CHANGES IN NET ASSETS
-----------------------------------
AVAILABLE FOR PLAN BENEFITS
---------------------------
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
----------------------------------------------
<TABLE>
<CAPTION>
1999 1998
-------------- --------------
<S> <C> <C>
INTEREST/DIVIDEND INCOME $ 550,291 $ 395,821
----------- -----------
NET APPRECIATION (DEPRECIATION) IN MARKET VALUE OF INVESTMENTS 3,801,276 (4,178,966)
----------- -----------
CONTRIBUTIONS:
Participant 949,616 835,835
Company 744,905 655,796
----------- -----------
Total contributions 1,694,521 1,491,631
----------- -----------
WITHDRAWALS AND TERMINATIONS (916,508) (1,255,515)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR 5,129,580 (3,547,029)
PLAN BENEFITS
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 10,808,894 14,355,923
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $15,938,474 $10,808,894
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
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 on the first day of the calendar quarter following employment.
John O. McCoy, Jr., an officer of Pogo, serves as trustee of the Plan. 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.
Investments
-----------
The investment options include the Pogo common stock, the Prime Portfolio Money
Market Fund, the Investment-Grade Corporate Portfolio Bond Fund, the Vanguard
Wellington Income Fund, the Vanguard Index Trust - 500 Portfolio and the
Vanguard PrimeCap Fund.
Contributions
-------------
Each participant may contribute up to 10 percent of his compensation to the
Plan. In accordance with provisions of the Internal Revenue Code of 1986, as
amended (the IRC), each participant's contributions are subject to certain
limitations. This limitation was $10,000 for 1999 and 1998. 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.
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.
<PAGE>
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, and such forfeiture is held in suspense for one year. If the
participant returns to employment prior to incurring a one-year break in
service, his unvested share of Pogo matching contributions is not forfeited. If
the participant is not reemployed prior to incurring a one-year break in
service, his unvested share of Pogo matching contributions is forfeited and used
to reduce future contributions by Pogo. At December 31, 1999, there were 720
shares of Pogo's common stock forfeited and held in suspense.
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. SUMMARY OF ACCOUNTING POLICIES:
-------------------------------
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 the last trading day of the Plan year have been used
to determine the market value of Plan investments.
Prior-Year Reclassifications
----------------------------
Certain prior-year amounts have been reclassified to conform with the current-
year presentation.
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to use estimates and
assumptions that affect the accompanying financial statements and disclosures.
Actual results could differ from those estimates.
3. RECONCILIATION OF FINANCIAL
STATEMENTS TO FORM 5500:
----------------------------
The following is a reconciliation of net assets available for Plan benefits from
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31
----------------------------------
1999 1998
--------------- --------------
<S> <C> <C>
Net assets available for Plan benefits per the financial statements $15,938,474 $10,808,894
Less- Amounts allocated to withdrawing participants (10,082) (5,733)
-------------- -------------
Net assets available for Plan benefits per the Form 5500 $15,928,392 $10,803,161
============= =============
</TABLE>
<PAGE>
-3-
The following is a reconciliation of withdrawals and terminations from the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
Withdrawals and terminations per the financial statements $916,508 $1,255,515
Add- Amounts allocated to withdrawing participants, December 31, 1999
and 1998 10,082 5,733
Less- Amounts allocated to withdrawing participants, December 31, 1998 (5,733) (385,348)
and 1997 -------- ----------
Withdrawals and terminations per the Form 5500 $920,857 $ 875,900
======== ==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
withdrawals that have been processed and approved for payment prior to December
31 but not yet paid as of that date.
4. INVESTMENTS:
------------
The following details investments held by the Plan:
<TABLE>
<CAPTION>
December 31
-----------------------------------
1999 1998
---------------- ---------------
<S> <C> <C>
Pogo common stock-
Participant-directed $ 2,310,016/(a)/ $ 847,540/(a)/
Nonparticipant-directed 5,541,755/(a)/ 3,174,803/(a)/
Prime Portfolio Money Market Fund 834,624/(a)/ 931,769/(a)/
Investment-Grade Corporate Portfolio Bond Fund 449,526 629,581/(a)/
Vanguard Wellington Income Fund 1,284,933/(a)/ 1,288,076/(a)/
Vanguard Index Trust - 500 Portfolio 1,615,198/(a)/ 1,094,813/(a)/
Vanguard PrimeCap Fund 3,814,396/(a)/ 2,761,141/(a)/
----------- -----------
$15,850,448 $10,727,723
=========== ===========
</TABLE>
_______________
/(a)/ Denotes investment exceeding 5 percent of net assets available for Plan
benefits at December 31, 1999 and 1998, respectively.
During 1999 and 1998, the Plan's investments appreciated (depreciated) in value
by $3,801,276 and $(4,178,966), respectively, as follows:
1999 1998
------------ ------------
Common stock $2,827,947 $(4,835,451)
Common/collective trusts (66,573) 722
Registered investment companies 1,039,902 655,763
---------- -----------
$3,801,276 $(4,178,966)
========== ===========
<PAGE>
-4-
5. NONPARTICIPANT-DIRECTED INVESTMENTS:
------------------------------------
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
<TABLE>
<CAPTION>
December 31
-----------------------------
1999 1998
------------- ------------
<S> <C> <C>
Net assets-
Investments, at quoted market value $5,541,755 $3,174,803
Company contributions receivable 35,421 32,189
---------- ----------
$5,577,176 $3,206,992
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31
------------------------------
1999 1998
------------- -------------
<S> <C> <C>
Changes in net assets-
Interest/dividend income $ 31,990 $ 27,741
Net appreciation (depreciation) in market value of investments 1,986,334 (3,785,250)
Company contributions 744,905 655,796
Withdrawals and terminations (393,224) (480,936)
---------- -----------
$2,370,005 $(3,582,649)
========== ===========
</TABLE>
6. RELATED-PARTY TRANSACTIONS:
---------------------------
Certain Plan investments are shares of mutual funds managed by The Vanguard
Group (Vanguard). Vanguard is the custodian as defined by the Plan and,
therefore, these transactions qualify as party-in-interest transactions.
7. FEDERAL INCOME TAXES:
---------------------
The Plan obtained its latest determination letter on February 25, 1996, 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
IRC). The administrative board believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the IRC.
Therefore, the administrative board believes that the Plan was qualified and the
related trust was tax-exempt as of December 31, 1999 and 1998.
8. RISKS AND UNCERTAINTIES:
------------------------
The Plan provides for investments in company common stock, common/collective
trusts and various registered investment companies. Investment securities, in
general, are exposed to various risks, such as interest rate, credit and overall
market volatility risk. Due to the level of risk associated with certain
investment securities, it is reasonably possible that significant changes in the
values of investment securities will occur in the near term.
<PAGE>
SCHEDULE I
TAX-ADVANTAGED SAVINGS PLAN OF
------------------------------
POGO PRODUCING COMPANY
----------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
-----------------------------------------------
AS OF DECEMBER 31, 1999
-----------------------
<TABLE>
<CAPTION>
Number of Current
Identity of Issue Description of Investment Shares/Units Cost Value
----------------- ------------------------- ------------ ---- -----
<S> <C> <C> <C> <C>
Pogo Producing Company/(a)/ Pogo nonparticipant-directed
common stock 271,980 $4,555,665 $ 5,541,755
Pogo Producing Company/(a)/ Pogo participant-directed common
stock 113,383 /(b)/ 2,310,016
Vanguard/(a)/ Prime Portfolio Money Market Fund 834,624 /(b)/ 834,624
Vanguard/(a)/ Investment-Grade Corporate
Portfolio Bond Fund 55,429 /(b)/ 449,526
Vanguard/(a)/ Vanguard Wellington Income Fund 45,956 /(b)/ 1,284,933
Vanguard/(a)/ Vanguard Index Trust - 500
Portfolio 11,935 /(b)/ 1,615,198
Vanguard/(a)/ Vanguard PrimeCap Fund 61,453 /(b)/ 3,814,396
-----------
$15,850,448
===========
</TABLE>
/(a)/Indicated party in interest.
/(b)/Cost omitted for participant-directed investments.
<PAGE>
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
SCHEDULE II
TAX-ADVANTAGED SAVINGS PLAN OF
------------------------------
POGO PRODUCING COMPANY
----------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999
------------------------------------
<TABLE>
<CAPTION>
Current Value Net
Purchase Selling Cost of of Asset on Gain
Identity of Party Involved Description of Asset Transaction Price Price Asset Transaction Date (Loss)
---------------------------- -------------------- ----------- -------- ------- ------- ---------------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Pogo Producing Company Pogo common stock 51 purchase
transactions $1,463,817 $ - $1,463,817 $1,463,817 $ -
Pogo Producing Company Pogo common stock 1 sale
transaction - 24,726 21,239 24,726 3,487
</TABLE>
NOTE: This schedule is a listing of a series of purchase and sale transactions
in the same security which exceeded 5 percent of the Plan assets as
of January 1, 1999.
<PAGE>
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 OF
POGO PRODUCING COMPANY
/s/ JOHN O. McCOY, JR.
---------------------------------------
By: John O. McCoy, Jr.
Member of the Administrative Board
Date: June 27, 2000
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
23.1 -- Consent of Arthur Andersen LLP
