<PAGE>
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 9. Regulation FD Disclosure.
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. The following are additional
materials which may be deemed to have been used in connection with the
solicitation of proxies in connection with approval of the Merger and related
transactions, including the issuance of common stock of the Company.
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1
[LOGO] Pogo Producing Company
Acquisition of North Central Oil Corporation
November 2000
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2
Transaction Summary
Purchase Price: . $630 million
Transaction Value: . $750 million
Structure: . 50% Cash, 50% Stock
. Purchase Accounting
. Tax-free Reorganization
Closing: . First Quarter 2001
[LOGO] Pogo Producing Company
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Overview of North Central Oil Corporation
[LOGO] Pogo Producing Company
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4
Overview of North Central Oil Corporation
Acquisition Rationale
. Long-lived North American reserves heavily weighted
towards natural gas
[arrow] 88% natural gas with 12.4 R/P ratio
. High percentage of operated properties with large
working interest
[arrow] Operates 65% of current production
. Highly focused exploration and development programs
in attractive core areas
[arrow] South Texas [arrow] South Louisiana
[arrow] Rocky Mountains [arrow] Upper Texas Gulf Coast
. Large inventory of attractive exploration prospects with
high impact potential
. Exceptional operating expertise and low cost structure
[LOGO] Pogo Producing Company
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5
Overview of North Central Oil Corporation
Exploration and Production Assets
[Map showing core areas in Texas, Louisiana and Wyoming]
E&P Areas 3-D Seismic
--------- -----------
South Texas 416 square miles
Upper Texas 16 square miles
Gulf Coast
South Louisiana 361 square miles
Rocky Mountains 180 square miles
Asset Overview
[Pie Chart]
South Texas - 41%
Rocky Mountains - 36%
South Louisiana - 16%
Upper Texas Gulf Coast - 4%
Royalty - 3%
Total Proved Reserves = 532.3 Bcfe(1)
(1) As of June 30, 2000.
[LOGO] Pogo Producing Company
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6
Overview of North Central Oil Corporation
[Bar Graph Showing Total Proved Reserve Growth]
Year Bcfe
---- ----
1996 165
1997 247
1998 389
1999 432
6/30/2000 532
[Bar Graph Showing Total Production Growth (2000 R/P RATION: 12.4)]
Year Bcfe
---- ----
1996 18.0
1997 20.6
1998 26.1
1999 38.2
2000E 43.5
[Bar Graph Showing Lease Operating Expenses ($/Mcfe)]
Year $/Mcfe
---- ------
1996 $0.78
1997 $0.86
1998 $0.62
1999 $0.55
3 yr Average $0.64
[LOGO] Pogo Producing Company
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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
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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
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North Central
Major Field Summary
[LOGO] Pogo Producing Company
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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
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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
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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
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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
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POGO PRODUCING COMPANY
[LOGO] Pogo Producing Company
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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
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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
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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
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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
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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
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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
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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
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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
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Combination Benefits
[LOGO] Pogo Producing Company
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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
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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
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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
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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
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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
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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
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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
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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
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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 20, 2000 By: /s/ Gerald A. Morton
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Gerald A. Morton
Vice President - Law
and Corporate Secretary
