SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 1996 OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERION FROM ______ TO _____
Commission file number 1-7792
Pogo Producing Company
(Exact name of registrant as specified in its charter)
Delaware 74-1659398
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Greenway Plaza, Suite 2700
Houston, Texas 77046-0504
(Address of principal executive offices) (Zip Code)
(713) 297-5000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirement for the past 90 days: Yes X No
Registrant's number of common shares outstanding
as of March 31, 1996: 33,127,745
Part I. Financial Information
Item 1. Financial Statements
Pogo Producing Company and Subsidiaries
Consolidated Statements of Income (Unaudited)
Three Months Ended
March 31,
1996 1995
--------------- ---------------
(Expressed in thousands, except per share amounts)
Revenues:
Oil and gas $ 48,217 $ 41,710
Gains (losses) on sales (165) 100
_____________ _______________
Total 48,052 41,810
------------- ---------------
Operating Costs and Expenses:
Lease operating 8,875 8,487
General and administrative 5,421 4,341
Exploration 3,910 1,375
Dry hole and impairment 2,550 1,428
Depreciation, depletion and amortization 15,713 18,457
------------- ---------------
Total 36,469 34,088
------------- ---------------
Operating Income 11,583 7,722
Interest:
Charges (3,012) (2,791)
Income 15 41
Capitalized 826 143
------------- ---------------
Income Before Income Taxes 9,412 5,115
Income Tax Expense (3,147) (1,684)
------------- ---------------
Net Income $ 6,265 $ 3,431
============= ===============
Primary and Fully Diluted
Earnings Per Common Share $ 0.19 $ 0.10
============= ===============
Dividends Per Common Share $ 0.03 $ 0.03
============= ===============
Weighted Average Number of
Common Stock and Common
Stock Equivalent Shares Outstanding 33,834 33,357
See accompanying notes to consolidated financial statements.
- 1 -
Pogo Producing Company and Subsidiaries
Consolidated Balance Sheets
March 31, December 31,
1996 1995
------------- -------------
(Unaudited)
(Expressed in thousands, except share amounts)
Assets
Current Assets:
Cash and cash investments $ 12,369 $ 4,481
Accounts receivable 24,000 21,820
Other receivables 20,130 30,504
Inventories 8,040 6,438
Other 266 722
------------- -------------
Total current assets 64,805 63,965
------------- _____________
Property and Equipment:
Oil and gas, on the basis of successful efforts accounting
Proved properties being amortized 964,602 963,330
Unproved properties and properties
under development, not being amortized 58,081 47,431
Other, at cost 7,424 8,811
-------------- -------------
1,030,107 1,019,572
Less--accumulated depreciation, depletion and
amortization, including $4,307 and $5,603,
respectively, applicable to other property 771,078 757,739
-------------- -------------
259,029 261,833
-------------- -------------
Other 14,303 12,379
-------------- -------------
$ 338,137 $ 338,177
============== =============
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable $ 9,606 $ 10,007
Other payables 18,627 35,254
Current portion of long-term debt 3,000 3,000
Accrued interest payable 1,313 1,714
Accrued payroll and related benefits 1,935 1,239
Federal income taxes payable 1,000 -
Other 145 103
-------------- -------------
Total current liabilities 35,626 51,317
Long-Term Debt 171,249 163,249
Deferred Federal Income Tax 41,067 41,409
Deferred Credits 10,668 10,494
-------------- -------------
Total liabilities 258,610 266,469
-------------- -------------
Shareholders' Equity:
Preferred stock, $1 par; 2,000,000 shares authorized - -
Common stock, $1 par; 100,000,000 shares authorized,
33,143,320 and 33,006,972 shares issued, respectively 33,143 33,007
Additional capital 135,288 132,881
Retained earnings (deficit) (88,580) (93,856)
Treasury stock, at cost (324) (324)
-------------- -------------
Total shareholders' equity 79,527 71,708
-------------- -------------
$ 338,137 $ 338,177
============== =============
See accompanying notes to consolidated financial statements.
- 2 -
Pogo Producing Company and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended
March 31,
------------------------------------
1996 1995
------------- --------------
(Expressed in thousands)
Cash Flows from Operating Activities:
Cash received from customers $ 46,037 $ 49,981
Operating, exploration, and general
and administrative expenses paid (18,607) (14,959)
Interest paid (3,413) (3,174)
Federal income taxes paid (2,000) -
Other (358) 427
------------- --------------
Net cash provided by operating activities 21,659 32,275
------------- --------------
Cash Flows from Investing Activities:
Capital expenditures (22,753) (30,618)
Purchase of proved reserves - (4,171)
Proceeds from the sales of properties 100 100
------------- --------------
Net cash used in investing activities (22,653) (34,689)
------------- --------------
Cash Flows from Financing Activities:
Net borrowings under revolving credit agreement 8,000 7,000
Net borrowings under uncommitted lines of credit with banks - 2,000
Interest bearing loan to a joint venture partner - (4,171)
Payment of cash dividend on common stock (989) (984)
Purchase of 8% debentures due 2005 - (410)
Proceeds from exercise of stock options 1,871 23
------------- --------------
Net cash provided by financing activities 8,882 3,458
------------- --------------
Net Increase in Cash and Cash Investments 7,888 1,044
Cash and Cash Investments at the Beginning of the Year 4,481 2,922
------------- --------------
Cash and Cash Investments at the End of the Period $ 12,369 $ 3,966
============= ==============
Reconciliation of Net Income to Net
Cash Provided by Operating Activities:
Net income $ 6,265 $ 3,431
Adjustments to reconcile net income to
net cash provided by operating activities -
(Gains) losses from the sales of properties 165 (100)
Depreciation, depletion and amortization 15,713 18,457
Dry hole and impairment 2,550 1,428
Interest capitalized (826) (143)
Deferred federal income taxes 330 1,827
Change in operating assets and liabilities (2,538) 7,375
------------- --------------
Net cash provided by operating activities $ 21,659 $ 32,275
============= ==============
See accompanying notes to consolidated financial statements.
- 3 -
Pogo Producing Company and Subsidiaries
Consolidated Statements of Shareholders' Equity (Unaudited)
Three Months Ended March 31,
--------------------------------------------------------------
1996 1995
-------------------------- -----------------------------
Shares Amount Shares Amount
---------- ------------ ---------- -------------
(Expressed in thousands, except share amounts)
Common Stock:
$1.00 par - 100,000,000 and 43,333,333
shares authorized, respectively
Balance at beginning of year 33,006,972 $ 33,007 32,825,836 $ 32,826
Stock options exercised 136,348 136 3,625 4
---------- ------------ ---------- -------------
Issued at end of period 33,143,320 33,143 32,829,461 32,830
---------- ------------ ---------- -------------
Additional Capital:
Balance at beginning of year 132,881 130,675
Stock options exercised 2,407 34
------------ -------------
Balance at end of period 135,288 130,709
------------ -------------
Retained Earnings (Deficit):
Balance at beginning of year (93,856) (99,140)
Net income 6,265 3,431
Dividends ($0.03 per common share) (989) (984)
------------ -------------
Balance at end of period (88,580) (96,693)
------------ -------------
Treasury Stock:
Balance at beginning of year (15,575) (324) (15,575) (324)
Activity during period - - - -
---------- ------------ ---------- -------------
Balance at end of period (15,575) (324) (15,575) (324)
---------- ------------ ---------- -------------
Common stock outstanding,
at the end of the period 33,127,745 32,813,886
========== ==========
Total Shareholders' Equity $ 79,527 $ 66,522
============ =============
See accompanying notes to consolidated financial statements.
- 4 -
Pogo Producing Company and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(1) General Information -
The consolidated financial statements included herein have been
prepared by Pogo Producing Company (the "Company") without audit and include
all adjustments (of a normal and recurring nature) which are, in the opinion
of management, necessary for the fair presentation of interim results which
are not necessarily indicative of results for the entire year. The financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's latest annual report.
(2) Long-Term Debt -
Long-term debt and the amount due within one year at March 31,
1996 and December 31, 1995, consists of the following:
March 31, December 31,
1996 1995
-------------- -------------
(Expressed in thousands)
Senior debt --
Bank revolving credit agreement debt
LIBO Rate based loans, borrowings at March 31, 1996 and
December 31, 1995 at average interest rates of 6.32%
and 6.81%, respectively $ 37,000 $ 27,000
Prime rate based loan, borrowing at December 31, 1995
at interest rate of 8.5% -- 2,000
Uncommitted credit lines with banks, borrowings at March 31,
1996 and December 31, 1995 at average interest rates of
6.04% and 6.8%, respectively 9,000 9,000
-------------- -------------
Total senior debt 46,000 38,000
-------------- -------------
Subordinated debt --
5 1/2% Convertible subordinated notes due 2004 86,250 86,250
8% Convertible subordinated debentures due 2005 41,999 41,999
-------------- -------------
Total subordinated debt 128,249 128,249
-------------- -------------
Total debt 174,249 166,249
Amount due within one year consisting of the sinking fund
requirement on the 8% Debentures (3,000) (3,000)
-------------- -------------
Long-term debt $ 171,249 $ 163,249
============== =============
- 5 -
Pogo Producing Company and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(3) Earnings per Share -
Earnings per common and common equivalent share (primary earnings
per share) are based on the weighted average number of shares of common
stock and common equivalent shares outstanding during the periods. The
dilutive effect of stock options was considered in the earnings per share
reported for the periods. The 8% convertible subordinated debentures,
due 2005 (the "8% Debentures") are common stock equivalents
and were anti-dilutive in both periods. Earnings per common and common
equivalent share assuming full dilution (fully diluted earnings per share)
considered the 5 1/2% convertible subordinated notes, due 2004 (the "5 1/2%
Notes") which were anti-dilutive in both periods
presented. Earnings per share are based on the following:
Three Months Ended
March 31,
---------------------------------
1996 1995
------------- ---------------
(Expressed in thousands)
Earnings applicable to common stock:
Primary $ 6,265 $ 3,431
============= ===============
Fully diluted $ 6,265 $ 3,431
============= ===============
Weighted average number of common
stock and common equivalent
shares outstanding:
Primary 33,834 33,357
============= ===============
Fully diluted 33,856 33,420
============= ===============
- 6 -
Pogo Producing Company and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
This discussion should be read in conjunction
with Management's Discussion and Analysis of Financial
Condition and Results of Operations included in the
Company's annual report on Form 10-K for the year
ended December 31, 1995.
Results of Operations -
The Company reported net income for the
first quarter of 1996 of $6,265,000 or $0.19 per share
compared to net income for the first quarter of 1995
of $3,431,000 or $0.10 per share.
Earnings per common share are based on the
weighted average number of of common and common
equivalent shares outstanding for the first quarter
of 1996 of 33,834,000, compared to 33,357,000
for the first quarter of 1995. The increase in the
weighted average number of common and common equivalent
shares outstanding for the first quarter of 1996,
compared to the first quarter of 1995, resulted from the
issuance of shares of common stock upon the exercise
of stock options pursuant to the Company's
stock option plans. The increase in the number of shares
used in the fully-diluted computation of earnings per share
compared to the number of shares used in the primary
computation of earnings per share resulted from the required
different calculation of dilution from the assumed exercise of
stock options in each calculation. The 8% Debentures
and the 5 1/2% Notes were anti-dilutive in both periods.
The Company's total revenues for the first
quarter of 1996 were $48,052,000, an increase of
approximately 15% from total revenues of
$41,810,000 for the first quarter of 1995. The
increase in the Company's total revenues for the first
quarter of 1996, compared to the first quarter of
1995, resulted primarily from increases in the average prices
that the Company received for its natural
gas and liquid hydrocarbon (including crude oil, condensate and
natural gas liquids ("NGL")) production volumes, that was partially
offset by decreases in the Company's natural gas and, to a much lesser
extent, its liquid hydrocarbon production volumes.
The following table reflects an analysis of differences
in the Company's oil and gas revenues (expressed
in thousands of dollars) between the first quarter of 1996 and
the first quarter of 1995:
- 7 -
Pogo Producing Company and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
1st Qtr '96
Compared to
1st Qtr '95
-----------
Increase (decrease) in oil and gas revenues
resulting from differences in :
Natural gas --
Price . . . . . . . . . . . . . . . . $ 10,924
Production . . . . . . . . . . . . . . (7,107)
---------
3,817
---------
Crude oil and condensate --
Price . . . . . . . . . . . . . . . . 2,247
Production . . . . . . . . . . . . . . 140
---------
2,387
---------
NGL and other, net . . . . . . . . . . . 303
---------
Increase in oil and gas revenues . . . . $ 6,507
=========
The average price per thousand cubic feet ("Mcf") that
the Company received for its natural gas production increased
substantially during the first quarter of 1996, compared to the first
quarter of 1995, averaging $2.41 per Mcf for the first quarter of
1996, compared to $1.58 per Mcf for the first quarter of 1995, an
increase of approximately 53%. The Company's natural gas production
during the first quarter of 1996 averaged 111.2 million cubic feet ("MMcf")
per day, a decrease of approximately 23% from an average of 145.2 MMcf
per day during the first quarter of 1995. The decrease in the Company's
natural gas production during the first quarter of 1996, compared to
the first quarter of 1995, was related in large measure to the
anticipated decline from certain of the Company's properties, particularly
the shallow reservoir horizontal wells located at the Eugene Island
Block 295 field in the Gulf of Mexico, that was not entirely offset by
new production
resulting from the Company's continued offshore drilling and workover
program, particularly its recent successes on South Pass Block 78, which
it operates. As of May 1, 1996, the Company was not a party to
any natural gas futures contracts.
Prices received by the Company for its crude oil and condensate
production during the first quarter of 1996 averaged $19.61
per barrel, an increase of approximately 12% from
the average price of $17.52 per barrel that the Company
received for its crude oil and condensate production during the first
quarter of 1995. The Company's crude oil and condensate production
during the first quarter
- 8 -
Pogo Producing Company and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
of 1996 averaged 11,889 barrels per day,
essentially equal to an average of 11,942 barrels per
day during the first quarter of 1995. As of May 1, 1996, the
Company was not a party to any crude oil swap agreements.
Liquid products are often extracted from natural gas streams and sold
seperately as NGL. In addition, the Company's oil and gas revenues for the
first quarter of 1996 and the first quarter of 1995 also reflect adjustments
for various miscellaneous items. The Company's NGL and other, net revenues
for the first quarter of 1996 increased $303,000 from those reported in
the first quarter of 1995. The increase in the Company's NGL revenues for
the first quarter of 1996, compared to the first quarter of 1995, primarily
resulted from increased prices that the Company received for its NGL
production and various miscellaneous net income items that was not entirely
offset by decreased NGL production volumes.
The Company's average liquid hydrocarbons (including
crude oil, condensate and NGL) production during the first quarter
of 1996 was 13,874 barrels per day, a decrease of
approximately 2% from an average liquid hydrocarbons production
of 14,227 barrels per day during the first quarter of 1995. The
decline in the Company's average liquid hydrocarbon production during
the first quarter of 1996, compared to the first quarter of 1995, primarily
resulted from the decline in the Company's NGL production, which more
closely parallels the Company's natural gas production than it does its
crude oil and condensate production.
Lease operating expenses for the first quarter of
1996 were $8,875,000, an increase of approximately 5% from lease
operating expenses of $8,487,000 for the first quarter of 1995.
The increase in lease operating expenses for the first quarter
of 1996, compared to the first quarter of 1995, resulted primarily
from increased costs to the Company (and the entire offshore oil industry)
because of an increasing shortage of qualified offshore service contractors,
which has permitted such contractors to increase the costs of their services
significantly in the last year, together with increased severance taxes
resulting from increased production from certain of the Company's properties
that have higher severance tax obligations.
General and administrative expenses for the first
quarter of 1996 were $5,421,000, an increase of approximately 25% from
general and administrative expenses of $4,341,000 for the first
quarter of 1995. The increase in general and administrative
expenses for the first quarter of 1996, compared to the first
quarter of 1995, was related to, among other things, a non-recurring
settlement made in connection with the termination of a contract, an increase
in the Company's work force resulting from the Company's increased
exploration and production related activities and normal
salary and concomitant benefit expense adjustments, that were not entirely
offset by decreases in various general
- 9 -
Pogo Producing Company and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
and administrative expense items,
principal among which was a decrease in the Company's insurance premiums.
Exploration expenses consist primarily of delay rentals and
geological and geophysical costs which are expensed as incurred.
Exploration expenses for the first quarter of 1996 were $3,910,000, an
increase of approximately 184% from exploration expenses of $1,375,000
for the first quarter of 1995. The increase in exploration expenses
for the first quarter of 1996, compared to the first quarter of 1995,
resulted primarily from increased geophysical activity by the Company,
principally including the cost of conducting and processing certain
proprietary 3-D seismic surveys on Company leases in South Louisiana and
East Texas and, to a lesser extent, the acquisition of non-proprietary
3-D seismic data in the Gulf of Mexico, for which there were no
comparable first quarter 1995 expenses.
Dry hole and impairment expenses relate to costs of
unsuccessful wells drilled, along with impairments due to decreases
in expected reserves from producing wells. The Company's dry
hole and impairment expenses for the first quarter of 1996 were
$2,550,000, an increase of approximately 79% from dry hole and
impairment expenses of $1,428,000 for the first quarter of 1995.
The Company accounts for its oil and gas activities using the
successful efforts method of accounting. Under the successful
efforts method, lease acquisition costs and all development costs are
capitalized. Proved properties are reviewed whenever events or changes in
circumstances indicate that the carrying amount of such assets may not be
recoverable. Unproved properties are reviewed quarterly, with any
such impairment charged to expense in the period. Exploratory drilling
costs are capitalized until the results are determined. If proved
reserves are not discovered, the exploratory drilling costs are
expensed. Other exploratory costs are expensed as incurred.
The provision for depreciation, depletion and amortization
("DD&A") is based on the capitalized costs, as determined in the
preceding paragraph, plus future costs to abandon offshore wells and
platforms, and is determined on a cost center by cost center basis
using the units of production method. The Company's DD&A expense
for the first quarter of
1996 was $15,713,000, a decrease of approximately 15% from DD&A
expense of $18,457,000 for the first quarter of 1995. The decrease
in the Company's DD&A expense for the first quarter of 1996, compared
to the first
quarter of 1995, resulted primarily from decreased production of oil
and gas from the Company's properties and, to a lesser extent, a
slight decrease in the Company's DD&A rate. The composite DD&A rate
for all of the Company's producing fields for the first quarter of 1996
was $0.877 per equivalent Mcf ($5.26 per equivalent barrel), a decrease of
approximately 1% from a composite DD&A rate of $0.882 per equivalent
Mcf ($5.29 per equivalent barrel) for the first quarter of 1995.
The decrease in the composite DD&A rate for all of the
Company's producing fields for the first quarter of 1996, compared with
the first quarter of 1995, resulted primarily from an increased
- 10 -
Pogo Producing Company and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
percentage of the
Company's production coming from certain of the Company's
fields that have DD&A rates that are lower than the Company's recent
historical composite rate and a corresponding decrease in the percentage
of the Company's production from fields that have DD&A rates that are higher
than the Company's recent historical composite DD&A rate.
The Company produced 17,696,000 equivalent Mcf (2,949,000 equivalent
barrels) during the first quarter of 1996, a decrease of approximately
15% from the 20,749,000 equivalent Mcf (3,458,000 equivalent barrels)
produced by the Company during the first quarter of 1995.
Interest charges for the first quarter of 1996 were
$3,012,000, an increase of approximately 8% from interest charges of
$2,791,000 for the first quarter of 1995. The increase in interest
charges for the first quarter of 1996, compared to the first quarter
of 1995, resulted primarily from an increase in the amount of debt
outstanding, that was partially offset by a decrease in loan commitment
fees (attributable, in part, to a voluntary decrease by the Company
in the commitment amount under the
Company's revolving loan facility and, in part, to a decreased fee
structure on such facility that was negotiated in 1995), as well as
lower average interest rate levels on the debt outstanding.
Capitalized interest expense for the first quarter of 1996 was $826,000,
an increase of approximately 478% from capitalized interest expense
of $143,000 for the first quarter of 1995. The increase in capitalized
interest expense for the first quarter of 1996, compared to the first
quarter of 1995, resulted primarily from the requirement to capitalize
interest expense attributable to capital expenditures on non-producing
properties, principally capital expenditures related to the Company's
development of the Tantawan field in the Gulf of Thailand.
As of April 1, 1996, the Company was a party to an interest rate
swap agreement. The swap agreement, which terminates on March 10, 1998,
effectively changes the interest rate paid by the Company on $5,000,000
of debt from a market based variable rate to a fixed rate of 7.2%.
Income tax expense for the first quarter of 1996 was $3,147,000,
an increase of approximately 87% from income tax expense of $1,684,000 for
the first quarter of 1995. The increase in income tax expense for the first
quarter of 1996, compared to the first quarter of 1995, resulted primarily
from increased pretax income.
Liquidity and Capital Resources -
The Company's Condensed Consolidated Statement of Cash Flows for
the three months ended March 31, 1996 reflects net cash provided by
operating activities of $21,659,000. In addition to net cash provided by
operating activities, the Company received $1,871,000 from the exercise of
stock options and $100,000 from the sale of certain non-strategic properties.
The Company also had net borrowings of $8,000,000 under
its revolving credit facility.
- 11 -
Pogo Producing Company and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
During the first three months of 1996, the Company
invested $22,753,000 of such cash flow in capital projects and paid
$989,000 ($0.03 per share) in cash dividends to
holders of the Company's common stock. Of the $22,753,000 invested
in capital projects, $22,309,000 was applicable to 1995 capital projects
and $444,000 was applicable to 1996 capital projects. As of
March 31, 1996, the Company's cash and cash investments were $12,369,000
and its long-term debt stood at $171,249,000.
The Company's capital and exploration budget for 1996, which does
not include any amounts which may be expended for the purchase of proved
reserves or any interest which may be capitalized resulting from projects
in progress, was established by the Company's Board of Directors at
$165,000,000. In addition to anticipated capital and
exploration expenses, other material 1996 cash requirements that the
Company currently anticipates include ongoing operating, general and
administrative, income tax, and interest expense, a $3,000,000 sinking fund
payment on the 8% Debentures and payments of dividends on its common stock,
including a $.03 per share dividend on its common stock to be paid on
May 24, 1996, to stockholders of record as of May 10, 1996. The Company
currently anticipates that cash provided by operating activities and funds
available under its revolving credit facility and uncommitted money market
credit lines will be sufficient to fund the Company's ongoing expenses,
its 1996 capital and exploration budget and anticipated future
dividend payments. The declaration and payment of future dividends will
depend upon, among other things, the Company's future earnings and financial
condition, liquidity and capital requirements, the general economic
and regulatory climate and other factors deemed relevant by the Company's
Board of Directors.
- 12 -
Pogo Producing Company and Subsidiaries
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
None
(B) Reports on Form 8-K
A report on Form 8-K was filed on February 9, 1996 setting
forth under Item 5 thereof, certain information regarding the
time and location of the registrant's annual meeting of
stockholders.
-13-
Pogo Producing Company and Subsidiaries
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
(Registrant)
/s/ THOMAS E. HART
Thomas E. Hart
Vice President and Controller
/s/ JOHN W. ELSENHANS
John W. Elsenhans
Vice President and Treasurer
Date: May 3, 1996
-14-