SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): MAY 26, 1999 POGO PRODUCING COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-7792 74-1659398 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 5 GREENWAY PLAZA, P.O. BOX 2504 HOUSTON, TEXAS 77252-2504 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 297-5000 ITEM 5. OTHER EVENTS. On May 26, 1999, Pogo Producing Company (the "Company") and Pogo Trust I (the "Trust") entered into an Underwriting Agreement covering the issue and sale by the Trust of 3,000,000 6 1/2% Quarterly Income Convertible Preferred Securities, Series A (liquidation amount $50 per Preferred Security) (the "Preferred Securities"). The Preferred Securities were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement (Registration Statement Nos. 333-75105, 333-75105-01 and 333-75105-02) of the Company, the Trust and Pogo Trust II. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 1.1 Underwriting Agreement, dated as of May 26, 1999, among the Company, the Trust and Goldman, Sachs & Co., Credit Suisse First Boston and Merrill Lynch, Pierce, Fenner & Smith Incorporated. 4.1 Amended and Restated Declaration of Trust, dated as of June 2, 1999, of the Trust. 4.2 Form of Preferred Security of the Trust (included in Exhibit 4.1 above). 4.3 Junior Subordinated Indenture, dated as of June 1, 1999, between the Company and Wilmington Trust Company, as Trustee. 4.4 Supplemental Indenture No. 1, dated as of June 1, 1999, providing for the issuance of the Company's 6 1/2% Junior Subordinated Debentures due 2029. 4.5 Form of 6 1/2% Junior Subordinated Debenture due 2029 (included in Exhibit 4.4 above). 4.6 Guarantee Agreement, dated as of June 2, 1999, relating to the Trust. 8.1 Opinion of Baker & Botts, L.L.P. as to certain tax matters. -2- SIGNATURE 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 Date: June 1, 1999 By: /s/ GERALD A. MORTON ------------------------------------------- Gerald A. Morton VICE PRESIDENT-LAW AND CORPORATE SECRETARY -3-