1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-7792
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
2
Item 4. (a) Financial Statements and Schedules prepared in accordance
with the finanical reporting requirements of ERSIA.
3
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1995
TOGETHER WITH AUDITORS' REPORT
4
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, 1995 and 1994, and the related statements of changes
in net assets available for plan benefits for the years then ended. These
financial statements and the 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 schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made 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 and reportable transactions 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 audit 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.
ARTHUR ANDERSEN LLP
Houston, Texas
June 14, 1996
5
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995 AND 1994
1995 1994
---------- ----------
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $ 8,362,621 $5,342,737
Prime Portfolio Money Market Fund 664,536 677,473
Investment Grade Corporate Portfolio
Bond Fund 499,984 368,464
Vanguard/Wellington Fund 656,588 408,075
Vanguard/Index Trust - 500 Portfolio 368,058 236,593
Vanguard PrimeCap Fund 1,022,750 573,741
CONTRIBUTIONS RECEIVABLE:
Participant 28,769 25,704
Company 20,311 18,286
CASH 1,568 1,981
----------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $11,625,185 $7,653,054
=========== ==========
The accompanying notes are an intregral part of these financial statements.
6
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994
----------- ----------
INTEREST/DIVIDEND INCOME $ 176,581 $ 113,551
----------- ----------
NET APPRECIATION IN MARKET VALUE
OF INVESTMENTS 3,614,156 299,872
----------- ----------
CONTRIBUTIONS:
Participant 532,677 476,992
Company (net of $149,959 and $- of
forfeitures by terminated participants
in the respective years) 278,382 379,620
----------- ----------
Total contributions 811,059 856,612
----------- ----------
WITHDRAWALS AND TERMINATIONS (629,665) (648,345)
----------- ----------
INCREASE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 3,972,131 621,690
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 7,653,054 7,031,364
----------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $11,625,185 $7,653,054
========== ==========
The accompanying notes are an intregral part of these financial statements.
7
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. Effective January 1, 1994, the Plan was restated to
provide that investment options for participant contributions be expanded to
six investment options which include Pogo common stock and five
Vanguard funds.
John O. McCoy, Jr., an officer of Pogo, serves as trustee of
the Plan under the terms of an amended and restated trust agreement entered
into effective January 1, 1994. 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.
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.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to use estimates and
assumptions that affect the accompanying financial statements and disclosures.
Actual results could differ from those estimates.
Contributions
Each participant may contribute up to 10 percent of his compensation to the
Plan. In accordance with provisions of the Tax Reform Act of 1986, each
participant's contributions are subject to certain limitations. For 1995, this
limitation was $9,240. 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. (See Exhibits 1 and 2 for financial statements by investment
fund.)
8
-2-
Investments
All contributions and dividends prior to January 1, 1985, were used to acquire
Pogo common stock. Funds contributed to the Plan by an employee after January
1, 1985, and the earnings and accretions thereon are invested according to
instructions from the participant. Effective January 1, 1994, the investment
options included the Pogo Common Stock Fund, the Prime Portfolio Money Market
Fund, the Investment Grade Corporate Portfolio Bond Fund, the
Vanguard/Wellington Fund, the Vanguard/Index Trust - 500 Portfolio and the
Vanguard PrimeCap Fund.
The Pogo Common Stock Fund is used to invest in Pogo common stock. All employer
contributions as well as employee-designated monies are placed in this
account. Any dividends are used to purchase additional shares for the Plan.
The Prime Portfolio Money Market Fund (Money Market Fund) invests in
high-quality money market instruments that mature in one year or less.
The Investment Grade Corporate Portfolio Bond Fund (Corporate Bond Fund)
investments are placed in a diversified portfolio of long-term,
investment-grade bonds which, at the time of purchase, were selected from the
four highest grades assigned by Moody's Investors Service or Standard & Poors
Corporation (S&P).
The Vanguard/Wellington Fund (Wellington Fund) contributions are invested in
a diversified and balanced program of investing in bonds and common stocks.
Bonds are held for relative stability of income and principal, while the common
stocks are held for potential growth of capital and income. The fund invests
approximately 60 percent to 70 percent of its total assets in common stock.
The Vanguard/Index Trust - 500 Portfolio (Index 500 Fund) investments are
placed in all of the stocks included in the S&P 500 Index in approximately the
same proportions as they are represented in the S&P 500 Index.
The Vanguard PrimeCap Fund (PrimeCap Fund) invests principally in a portfolio
of common stocks selected on the basis of fundamental factors such as
above-average earnings growth and current earnings as compared to the S&P 500
Index, consistency of earnings growth and earnings quality.
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.
Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
December 31
-------------------------
1995 1994
----------- ----------
Net assets available for benefits per $11,625,185 $7,653,054
the financial statements
Less - Amounts allocated to withdrawing (340,861) (5,804)
participants ----------- ----------
Net assets available for benefits per $11,284,324 $7,647,250
the Form 5500 =========== ==========
9
-3-
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. If the participant
returns to employment prior to incurring five consecutive one-year breaks
in service, his unvested share of Pogo matching contributions is not
forfeited. If the participant is not reemployed prior to incurring five
one-year breaks in service, his unvested share of Pogo matching contributions
is forfeited and used to reduce future contributions by Pogo. At December 31,
1995 and 1994, forfeitures held in suspense totaled $- and $111,204.
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. FEDERAL INCOME TAXES:
The Plan obtained its latest determination letter on October 4, 1995, 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 (IRC).
The Plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the IRC. Therefore, the Plan administrator believes that the Plan was qualified
and the related trust was tax-exempt as of December 31, 1995 and 1994.
10
EXHIBIT 1
Page 1 OF 2
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
DECEMBER 31, 1995
Participant-Directed
-----------------------------------------------------------
Pogo Money Corporate Index
Common Market Bond Wellington 500 PrimeCap
Stock Fund Fund Fund Fund Fund Fund
---------- ------ --------- ---------- ------- ---------
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $1,928,910 $ - $ - $ - $ - $ -
Prime Portfolio Money Market Fund - 664,536 - - - -
Investment Grade Corporate Portfolio
Bond Fund - - 499,984 - - -
Vanguard/Wellington Fund - - - 656,588 - -
Vanguard/Index Trust - 500 Portfolio - - - - 368,058 -
Vanguard PrimeCap Fund - - - - - 1,022,750
CONTRIBUTIONS RECEIVABLE 6,916 1,720 3,457 5,181 2,840 8,655
CASH - 1,568 - - - -
---------- -------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,935,826 $667,824 $503,441 $661,769 $370,898 $1,031,405
========== ======== ======== ======== ======== ========
Nonparticipant-
Directed
Pogo Common
Stock Fund Total
--------------- ----------
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $6,433,711 $ 8,362,621
Prime Portfolio Money Market Fund - 664,536
Investment Grade Corporate Portfolio
Bond Fund - 499,984
Vanguard/Wellington Fund - 656,588
Vanguard/Index Trust - 500 Portfolio - 368,058
Vanguard PrimeCap Fund - 1,022,750
CONTRIBUTIONS RECEIVABLE 20,311 49,080
CASH - 1,568
---------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $6,454,022 $11,625,185
========== ==========
11
EXHIBIT 1
Page 2 of 2
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
DECEMBER 31, 1994
Participant-Directed
-----------------------------------------------------------
Pogo Money Corporate Index
Common Market Bond Wellington 500 PrimeCap
Stock Fund Fund Fund Fund Fund Fund
---------- ------ --------- ---------- ------- --------
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $1,115,792 $ - $ - $ - $ - $ -
Prime Portfolio Money Market Fund - 677,473 - - - -
Investment Grade Corporate Portfolio
Bond Fund - - 368,464 - - -
Vanguard/Wellington Fund - - - 408,075 - -
Vanguard/Index Trust - 500 Portfolio - - - - 236,593 -
Vanguard PrimeCap Fund - - - - - 573,741
CONTRIBUTIONS RECEIVABLE 5,125 1,839 3,325 5,146 3,105 7,164
CASH - 1,981 - - - -
---------- -------- -------- -------- -------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,120,917 $681,293 $371,789 $413,221 $239,698 $580,905
========== ======== ======== ======== ======== ========
Nonparticipant-
Directed
Pogo Common
Stock Fund Total
--------------- ----------
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $4,226,945 $5,342,737
Prime Portfolio Money Market Fund - 677,473
Investment Grade Corporate Portfolio
Bond Fund - 368,464
Vanguard/Wellington Fund - 408,075
Vanguard/Index Trust - 500 Portfolio - 236,593
Vanguard PrimeCap Fund - 573,741
CONTRIBUTIONS RECEIVABLE 18,286 43,990
CASH - 1,981
---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,245,231 $7,653,054
========== ==========
12
EXHIBIT 2
Page 1 of 2
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1995
Participant-Directed
-------------------------------------------------------------
Pogo
Common Money Corporate Index
Stock Market Bond Wellington 500 PrimeCap
Fund Fund Fund Fund Fund Fund
--------- -------- -------- -------- -------- --------
INTEREST/DIVIDEND INCOME $ 7,882 $ 39,059 $ 31,360 $ 31,271 $ 8,370 $ 30,078
NET APPRECIATION IN MARKET
VALUE OF INVESTMENTS 689,654 - 71,505 118,862 88,491 202,155
CONTRIBUTIONS 116,258 35,576 40,346 106,110 62,937 171,450
WITHDRAWALS AND TERMINATIONS (28,300) (3,207) (3,763) (3,973) (26,329) (22,452)
INTERFUND TRANSFERS 29,415 (84,897) (7,796) (3,722) (2,269) 69,269
--------- -------- -------- -------- -------- ----------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR PLAN
BENEFITS 814,909 (13,469) 131,652 248,548 131,200 450,505
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 1,120,917 681,293 371,789 413,221 239,698 580,905
--------- -------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $1,935,826 $667,824 $503,441 $661,769 $370,898 $1,031,405
========== ======== ======== ======== ======== ==========
Nonparticipant-
Directed
_______________
Pogo
Common
Stock Fund Total
---------- -----------
INTEREST/DIVIDEND INCOME $ 28,561 $ 176,581
NET APPRECIATION IN MARKET
VALUE OF INVESTMENT 2,443,489 3,614,156
CONTRIBUTIONS 278,382 811,059
WITHDRAWALS AND TERMINATIONS (541,641) (629,665)
INTERFUND TRANSFERS - -
---------- -----------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR PLAN
BENEFITS 2,208,791 3,972,131
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 4,245,231 7,653,054
---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $6,454,022 $11,625,185
========== ===========
13
EXHIBIT 2
Page 2 of 2
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1994
Participant-Directed
----------------------------------------------------------------------------------------------
Discontinued Fund Options (TCB)
Pogo -------------------------------
Common Money Corporate Index Money Fixed
Stock Market Bond Wellington 500 PrimeCap Market Income Mutual
Fund Fund Fund Fund Fund Fund Fund Fund Funds
--------- -------- -------- -------- -------- -------- --------- ----------- -------
INTEREST/DIVIDEND INCOME $ 3,721 $ 28,355 $ 29,709 $ 16,720 $ 7,242 $ 14,413 $ - $ - $ -
NET APPRECIATION IN MARKET
VALUE OF INVESTMENTS 110,749 - (57,663) (23,710) (8,351) 24,677 - - -
CONTRIBUTIONS 88,305 36,508 51,506 100,648 67,003 133,022 - - -
WITHDRAWALS AND TERMINATIONS (270,377) (26,003) - - - - - - -
INTERFUND TRANSFERS 47,655 642,433 348,237 319,563 173,804 408,793 (851,720) (1,080,132) (8,633)
--------- -------- -------- -------- -------- -------- --------- ----------- -------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR PLAN
BENEFITS (19,947) 681,293 371,789 413,221 239,698 580,905 (851,720) (1,080,132) (8,633)
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 1,140,864 - - - - - 851,720 $ 1,080,132 8,633
--------- -------- -------- -------- -------- -------- --------- ----------- -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $1,120,917 $681,293 $371,789 $413,221 $239,698 $580,905 $ - $ - $ -
========== ======== ======== ======== ======== ======== ========== =========== =======
Nonparticipant-
Directed
Pogo Common
Stock Fund Total
---------- ----------
INTEREST/DIVIDEND INCOME $ 13,391 $ 113,551
NET APPRECIATION IN MARKET
VALUE OF INVESTMENTS 254,170 299,872
CONTRIBUTIONS 379,620 856,612
WITHDRAWALS AND TERMINATIONS (351,965) (648,345)
INTERFUND TRANSFERS - -
---------- ----------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR PLAN
BENEFITS 295,216 621,690
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 3,950,015 7,031,364
---------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $4,245,231 $7,653,054
========== ==========
14
SCHEDULE I
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
ITEM 27(a) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
Number of Current
Identity of Issue Description of Investment Shares/Units Cost Value
----------------- ------------------------- ------------ ----------- -----------
POGO Producing Company* Common stock 296,022 $5,145,886 $ 8,362,621
Vanguard* Prime Portfolio Money Market Fund 664,536 664,536 664,536
Vanguard* Investment Grade Corporate Portfolio
Bond Fund 52,741 480,875 499,984
Vanguard* Wellington Fund 26,876 561,566 656,588
Vanguard* Index Trust - 500 Portfolio 6,390 291,022 368,058
Vanguard* PrimeCap Fund 38,992 807,928 1,022,750
---------- -----------
$7,951,813 $11,574,537
========== ===========
*Indicated party in interest.
15
SCHEDULE II
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
ITEM 27(d) -- SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
Purchase Selling Cost of
Identity of Party Involved Description of Asset Transaction Price Price Asset
- -------------------------- -------------------- ----------- --------- -------- --------
Pogo Producing Company Common stock 25 purchase transactions $465,821 $ - $ -
Pogo Producing Company Common stock 18 sale transactions - 579,080 453,992
Vanguard Prime Portfolio Money 69 purchase transactions 532,034 - -
Market Fund
Vanguard Prime Portfolio Money 37 sale transactions - 544,971 544,971
Market Fund
Vanguard Investment Grade Corporate 36 purchase transactions 71,574 - -
Portfolio Bond Fund
Vanguard Investment Grade Corporate 3 sale transactions - 11,558 11,829
Portfolio Bond Fund
Vanguard Wellington Fund 32 purchase transactions 140,645 - -
Vanguard Wellington Fund 3 sale transactions - 10,994 10,440
Vanguard PrimeCap Fund 36 purchase transactions 289,275 - -
Vanguard PrimeCap Fund 3 sale transactions - 42,351 30,563
Vanguard Index Trust - 32 purchase transactions 72,630 - -
500 Portfolio
Vanguard Index Trust - 2 sale transactions - 29,655 24,905
500 Portfolio
Current Value Net
of Asset on Gain
Identity of Party Involved Transaction Date (Loss) Price Price Asset
- -------------------------- -------------------- ----------- --------- -------- --------
Pogo Producing Company $ - $ -
Pogo Producing Company 579,080 125,080
Vanguard - -
Vanguard 544,971 -
Vanguard - -
Vanguard 11,558 (271)
Vanguard - -
Vanguard 10,994 554
Vanguard - -
Vanguard 42,351 11,788
Vanguard - -
Vanguard 29,655 4,750
NOTE: This schedule is a listing of series purchase and sale
transactions in the same security which exceed 5 percent of the Plan
assets as of January 1, 1995.
16
(b) Exhibits --
1. Consent of Independent Public Accountant
17
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 PLAN OF
POGO PRODUCING COMPANY
/s/ JOHN O. McCOY, JR.
--------------------------------------
By: John O. McCoy, Jr.
Member of the Administrative Board
Date: June 26, 1996
18
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
23.1 -- Consent of Arthur Andersen LLP