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): APRIL 26, 1994
Pogo Producing Company
(Exact name of registrant as specified in its charter)
Delaware 1-7792 74-1659398
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
5 Greenway Plaza, Suite 2700
Houston, Texas 77046-0504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 297-5000
Not Applicable
(Former name or former address if changed since last report.)
Item 5. Other Events
On April 26, 1994, the Board of Directors of Pogo
Producing Company (the "Company") declared a dividend of one right
to purchase preferred stock ("Right") for each outstanding share of the
Company's Common Stock, par value $1.00 per share ("Common
Stock"), to stockholders of record at the close of business on May 20,
1994. Each Right entitles the registered holder to purchase from the
Company a unit consisting of one one-hundredth of a share (a "Unit")
of Series A Junior Participating Preferred Stock, par value $1.00 per
share (the "Preferred Stock"), at a purchase price of $80 per Unit,
subject to adjustment (the "Purchase Price"). The description and
terms of the Rights are set forth in a Rights Agreement dated as of
April 26, 1994 (the "Rights Agreement") between the Company and
Harris Trust Company of New York, as Rights Agent.
Initially, the Rights will be attached to all certificates
representing outstanding shares of Common Stock, and no separate
certificates for the Rights ("Rights Certificates") will be distributed.
The Rights will separate from the Common Stock and a "Distribution
Date" will occur upon the earlier of (i) ten days following a public
announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of
Common Stock (the date of the announcement being the "Stock
Acquisition Date"), or (ii) ten business days (or such later date as may
be determined by the Company's Board of Directors before the
Distribution Date occurs) following the commencement of a tender
offer or exchange offer that would result in a person's becoming an
Acquiring Person. Until the Distribution Date, (a) the Rights will be
evidenced by the Common Stock certificates (together with a copy of
this Summary of Rights or bearing the notation referred to below) and
will be transferred with and only with such Common Stock certificates,
(b) new Common Stock certificates issued after May 20, 1994 will
contain a notation incorporating the Rights Agreement by reference and
(c) the surrender for transfer of any certificate for Common Stock
(with or without a copy of this Summary of Rights) will also constitute
the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on April 26, 2004, unless
earlier redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of
the close of business on the Distribution Date and, from and after the
Distribution Date, the separate Rights Certificates alone will represent
the Rights. All shares of Common Stock issued prior to the
Distribution Date will be issued with Rights. Shares of Common Stock
issued after the Distribution Date in connection with certain employee
benefit plans or upon conversion of certain securities will be issued
with Rights. Except as otherwise determined by the Board of
Directors, no other shares of Common Stock issued after the
Distribution Date will be issued with Rights.
In the event (a "Flip-In Event") that a person becomes
an Acquiring Person (except pursuant to a tender or exchange offer for
all outstanding shares of Common Stock at a price and on terms that a
majority of the independent directors of the Company determines to be
fair to and otherwise in the best interests of the Company and its
stockholders (a "Permitted Offer")), each holder of a Right will
thereafter have the right to receive, upon exercise of such Right, a
number of shares of Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a Current
Market Price (as defined in the Rights Agreement) equal to two times
the exercise price of the Right. Notwithstanding the foregoing,
following the occurrence of any Flip-In Event, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person (or by certain related
parties) will be null and void in the circumstances set forth in the
Rights Agreement. However, Rights are not exercisable following the
occurrence of any Flip-In Event until such time as the Rights are no
longer redeemable by the Company as set forth below.
For example, at an exercise price of $80 per Right, each
Right not owned by an Acquiring Person (or by certain related parties)
following an event set forth in the preceding paragraph would entitle its
holder to purchase $160 worth of Common Stock (or other
consideration, as noted above), based upon its then Current Market
Price, for $80. Assuming that the Common Stock had a Current
Market Price of $20 per share at such time, the holder of each valid
Right would be entitled to purchase 8 shares of Common Stock for
$80.
In the event (a "Flip-Over Event") that, at any time on
or after the Stock Acquisition Date, (i) the Company is acquired in a
merger or other business combination transaction (other than certain
mergers that follow a Permitted Offer), or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder
of a Right (except Rights that previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise, a
number of shares of common stock of the acquiring company having a
Current Market Price equal to two times the exercise price of the
Right. Flip-In Events and Flip-Over Events are collectively referred to
as "Triggering Events."
The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Stock, (ii) if holders of
the Preferred Stock are granted certain rights or warrants to subscribe
for Preferred Stock or convertible securities at less than the current
market price of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments amount to at least
1% of the Purchase Price. No fractional Units are required to be
issued and, in lieu thereof, an adjustment in cash may be made based
on the market price of the Preferred Stock on the last trading date prior
to the date of exercise. Pursuant to the Rights Agreement, the
Company reserves the right to require prior to the occurrence of a
Triggering Event that, upon any exercise of Rights, a number of Rights
be exercised so that only whole shares of Preferred Stock will be
issued.
At any time until ten days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right, payable, at the option of the
Company, in cash, shares of Common Stock or such other
consideration as the Board of Directors may determine. After the
redemption period has expired, the Company's right of redemption may
be reinstated prior to the occurrence of any Triggering Event if (i) an
Acquiring Person reduces its beneficial ownership to 10% or less of the
outstanding shares of Common Stock in a transaction or series of
transactions not involving the Company and (ii) there are no other
Acquiring Persons. Immediately upon the effectiveness of the action of
the Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to
receive the $.01 redemption price.
At any time after the occurrence of a Flip-In Event and
prior to a person's becoming the beneficial owner of 50% or more of
the shares of Common Stock then outstanding, the Company may
exchange the Rights (other than Rights owned by an Acquiring Person
or an affiliate or an associate of an Acquiring Person, which will have
become void), in whole or in part, at an exchange ratio of one share of
Common Stock, and/or other equity securities deemed to have the same
value as one share of Common Stock, per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights should not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company
or for the common stock of the acquiring company as set forth above
or are exchanged as provided in the preceding paragraph.
Other than certain provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
prior to the Distribution Date. Thereafter, the provisions of the Rights
Agreement may be amended by the Board of Directors in order to cure
any ambiguity, defect or inconsistency, to make changes that do not
materially adversely affect the interests of holders of Rights (excluding
the interests of any Acquiring Person), or to shorten or lengthen any
time period under the Rights Agreement; provided, however, that no
amendment to lengthen the time period governing redemption shall be
made at such time as the Rights are not redeemable.
The Rights will have certain anti-takeover effects. The
Rights will cause substantial dilution to any person or group that
attempts to acquire the Company without the approval of the
Company's Board of Directors. As a result, the overall effect of the
Rights may be to render more difficult or discourage any attempt to
acquire the Company even if such acquisition may be favorable to the
interests of the Company's stockholders. Because the Company's
Board of Directors can redeem the Rights or approve a Permitted
Offer, the Rights should not interfere with a merger or other business
combination approved by the Board of Directors of the Company.
The form or Rights Agreement between the Company
and Harris Trust Company of New York, as rights agent, specifying
the terms of the Rights, which includes as Exhibit A the form of
Certificate of Designations of Series A Junior Participating Preferred
Stock, as Exhibit B the form of Rights Certificate and as Exhibit C the
form of Summary of Rights to Purchase Preferred Stock are attached
hereto as exhibits and incorporated herein by reference. The foregoing
description of the Rights is qualified by reference to such exhibits.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
4. Rights Agreement dated as of April 26, 1994 between Pogo
Producing Company and Harris Trust Company of New York,
as Rights Agent. The Rights Agreement includes as Exhibit
A the form of Certificate of Designations of Series A Junior
Participating Preferred Stock, as Exhibit B the form of Rights
Certificate and as Exhibit C the form of Summary of Rights to
Purchase Preferred Stock.
99. Press Release of Pogo Producing Company dated April 26, 1994.
Pogo Producing Company
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 hereunto duly authorized.
Pogo Producing Company
(Registrant)
By: /s/ D. STEPHEN SLACK
Name: D. Stephen Slack
Title: Senior Vice President,
Chief Financial Officer
and Treasure
Date: APRIL 26, 1994