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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 19, 2000
Pogo Producing Company
(Exact name of registrant as specified in its charter)
Delaware 1-7792 74-165 9398
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
5 Greenway Plaza, Suite 2700
Houston, Texas 77046-0504
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 297-5000
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Item 5. Other Events.
On November 19, 2000 Pogo Producing Company, a Delaware corporation (the
"Company"), NORIC Corporation, a New York corporation, and certain shareholders
of NORIC Corporation entered into an Agreement and Plan of Merger (the "Merger
Agreement"), whereby upon the terms and subject to the conditions stated
therein, NORIC Corporation would merge with and into the Company (the "Merger"),
with the Company being the surviving corporation.
A copy of the Merger Agreement of the Company with respect to the
Merger is included herein as Exhibit 99.1.
The Merger Agreement is incorporated in this Item 5 by reference.
Item 7. Financial Statements and Exhibits.
The following exhibits are filed herewith:
99.1 Agreement and Plan of Merger dated as of November 19, 2000 among
Pogo Producing Company, NORIC Corporation, and the shareholders
signatory thereto
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Pogo Producing Company
Date: November 21, 2000 By: /s/ Gerald A. Morton
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Gerald A. Morton
Vice President - Law
and Corporate Secretary
