-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NnMgKvDjJOidY3eY9J7+dt3fj2O3T9Y00VDYMwnRHspuR8KmfQL6upJfYzfnNDAM 2KLee0QWZ0hbsZlwD/uY6Q== 0000890566-98-001220.txt : 19980630 0000890566-98-001220.hdr.sgml : 19980630 ACCESSION NUMBER: 0000890566-98-001220 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: POGO PRODUCING CO CENTRAL INDEX KEY: 0000230463 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741659398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-07792 FILM NUMBER: 98655928 BUSINESS ADDRESS: STREET 1: 5 GREENWAY PLAZA STE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77046-0504 BUSINESS PHONE: 7132975017 MAIL ADDRESS: STREET 1: 5 GREENWAY PLAZA SUITE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77046-0504 FORMER COMPANY: FORMER CONFORMED NAME: PENNZOIL OFFSHORE GAS OPERATORS INC /TX/ DATE OF NAME CHANGE: 19600201 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 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 Item 4. (a) Financial Statements and Schedules prepared in accordance with the financial reporting requirements of ERISA. 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, 1997 and 1996, 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 Plan benefits as of December 31, 1997 and 1996, and the changes in its net assets available for Plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed 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 as of December 31, 1997, and reportable transactions for the year then ended 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 audits 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 May 15, 1998 TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1997 AND 1996 1997 1996 ----------- ----------- INVESTMENTS, at quoted market value: Common stock of Pogo Producing Company ........... $ 8,704,772 $13,968,139 Prime Portfolio Money Market Fund ................ 870,442 745,511 Investment Grade Corporate Portfolio Bond Fund ... 527,742 499,790 Vanguard/Wellington Fund ......................... 1,180,000 817,075 Vanguard/Index Trust - 500 Portfolio ............. 758,867 487,959 Vanguard PrimeCap Fund ........................... 2,240,276 1,526,522 CONTRIBUTIONS RECEIVABLE: Participant ...................................... 41,854 34,170 Company .......................................... 28,703 24,033 CASH ............................................... 3,267 2,194 ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS ............. $14,355,923 $18,105,393 =========== =========== The accompanying notes are an integral part of these financial statements. TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 1997 1996 ------------ ------------ INTEREST/DIVIDEND INCOME ........................... $ 314,465 $ 234,394 ------------ ------------ NET APPRECIATION (DEPRECIATION) IN MARKET VALUE OF INVESTMENTS ............................. (4,632,910) 5,915,258 CONTRIBUTIONS: Participant ...................................... 743,616 608,525 Company (net of $- and $9,463 of forfeitures by terminated participants in the respective years) 594,324 470,992 ------------ ------------ Total contributions ............... 1,337,940 1,079,517 ------------ ------------ WITHDRAWALS AND TERMINATIONS ....................... (768,965) (748,961) ------------ ------------ INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS .................................... (3,749,470) 6,480,208 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year ............................................... 18,105,393 11,625,185 ------------ ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 14,355,923 $ 18,105,393 ============ ============ The accompanying notes are an integral part of these financial statements. 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. John O. McCoy, Jr., an officer of Pogo, serves as trustee of the Plan. 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. 2. SUMMARY OF ACCOUNTING POLICIES: 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. This limitation was $9,500 for 1997 and 1996. 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.) -2- INVESTMENTS The investment options include 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 Plan benefits per the financial statements to the Form 5500: DECEMBER 31 --------------------------- 1997 1996 ------------ ------------ Net assets available for Plan benefits - financial statements ........................... $ 14,355,923 $ 18,105,393 Less- Amounts allocated to withdrawing participants ................................... (385,348) (106,366) ------------ ------------ Net assets available for Plan benefits - Form 5500 $ 13,970,575 $ 17,999,027 ============ ============ -3- The following is a reconciliation of withdrawals and terminations from the financial statements to the Form 5500: DECEMBER 31 --------------------------- 1997 1996 ------------ ------------ Withdrawals and terminations - financial statements .................................. $ 768,965 $748,961 Add- Amounts allocated to withdrawing participants, December 31, 1997 and 1996 ... 385,348 106,366 Less- Amounts allocated to withdrawing participants, December 31, 1996 and 1995 ... (106,366) (340,861) ----------- -------- Benefits paid to participants - Form 5500 ..... $ 1,047,947 $514,466 =========== ======== Amounts allocated to withdrawing participants are recorded on the Form 5500 for withdrawals that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 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 a one-year break in service, his unvested share of Pogo matching contributions is not forfeited. If the participant is not reemployed prior to incurring a one-year break in service, his unvested share of Pogo matching contributions is forfeited and used to reduce future contributions by Pogo. At December 31, 1997 and 1996, there were no forfeitures held in suspense. 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. 3. FEDERAL INCOME TAXES: The Plan obtained its latest determination letter on February 25, 1996, 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 administrative board believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, the administrative board believes that the Plan was qualified and the related trust was tax-exempt as of December 31, 1997 and 1996. EX-1 2 EXHIBIT 1 Page 1 of 2 TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND NFORMATION DECEMBER 31, 1997
NONPARTICIPANT- PARTICIPANT-DIRECTED DIRECTED ----------------------------------------------------------------- ------------ POGO MONEY CORPORATE INDEX POGO COMMON STOCK MARKET BOND WELLINGTON 500 PRIMECAP COMMON FUND FUND FUND FUND FUND FUND STOCK FUND TOTAL ---------- -------- -------- ---------- -------- ---------- ---------- ----------- INVESTMENTS, at quoted market value: Common stock of Pogo Producing Company .............................. $1,943,834 $ -- $ -- $ -- $ -- $ -- $6,760,938 $ 8,704,772 Prime Portfolio Money Market Fund ..... -- 870,442 -- -- -- -- -- 870,442 Investment Grade Corporate Portfolio Bond Fund .................. -- -- 527,742 -- -- -- -- 527,742 Vanguard/Wellington Fund .............. -- -- -- 1,180,000 -- -- -- 1,180,000 Vanguard/Index Trust - 500 Portfolio .. -- -- -- -- 758,867 -- -- 758,867 Vanguard PrimeCap Fund ................ -- -- -- -- -- 2,240,276 -- 2,240,276 CONTRIBUTIONS RECEIVABLE ................ 8,302 2,089 4,808 7,181 7,455 12,019 28,703 70,557 CASH .................................... -- 3,267 -- -- -- -- -- 3,267 ---------- -------- -------- ---------- -------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS .. $1,952,136 $875,798 $532,550 $1,187,181 $766,322 $2,252,295 $6,789,641 $14,355,923 ========== ======== ======== ========== ======== ========== ========== ===========
This exhibit is an integral part of the accompanying financial statements. EXHIBIT 1 Page 2 of 2 TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1996
NONPARTICIPANT- PARTICIPANT-DIRECTED DIRECTED ----------------------------------------------------------------- ------------ POGO MONEY CORPORATE INDEX POGO COMMON STOCK MARKET BOND WELLINGTON 500 PRIMECAP COMMON FUND FUND FUND FUND FUND FUND STOCK FUND TOTAL ---------- -------- -------- ---------- -------- ---------- ---------- ----------- INVESTMENTS, at quoted market value: Common stock of Pogo Producing Company ............................... $3,165,797 $ -- $ -- $ -- $ -- $ -- $10,802,342 $13,968,139 Prime Portfolio Money Market Fund ...... -- 745,511 -- -- -- -- -- 745,511 Investment Grade Corporate Portfolio Bond Fund ................... -- -- 499,790 -- -- -- -- 499,790 Vanguard/Wellington Fund ............... -- -- -- 817,075 -- -- -- 817,075 Vanguard/Index Trust - 500 Portfolio ... -- -- -- -- 487,959 -- -- 487,959 Vanguard PrimeCap Fund ................. -- -- -- -- -- 1,526,522 -- 1,526,522 CONTRIBUTIONS RECEIVABLE ................. 9,585 1,765 3,571 5,519 4,914 8,816 24,033 58,203 CASH ..................................... -- 2,194 -- -- -- -- -- 2,194 ---------- -------- -------- -------- -------- ---------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS ... $3,175,382 $749,470 $503,361 $822,594 $492,873 $1,535,338 $10,826,375 $18,105,393 ========== ======== ======== ======== ======== ========== =========== ===========
This exhibit is an integral part of the accompanying financial statements. EX-2 3 EXHIBIT 2 Page 1 of 2 TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
NONPARTICIPANT- PARTICIPANT-DIRECTED DIRECTED --------------------------------------------------------------------- ------------ POGO MONEY CORPORATE INDEX POGO COMMON STOCK MARKET BOND WELLINGTON 500 PRIMECAP COMMON FUND FUND FUND FUND FUND FUND STOCK FUND TOTAL ----------- --------- --------- ----------- --------- ----------- ------------ ----------- INTEREST/DIVIDEND INCOME ......... $ 8,441 $ 45,349 $ 37,298 $ 99,000 $ 15,272 $ 81,271 $ 27,834 $ 314,465 NET APPRECIATION (DEPRECIATION) IN MARKET VALUE OF INVESTMENTS .... (1,220,727) -- 25,389 112,030 155,458 492,180 (4,197,240) (4,632,910) CONTRIBUTIONS .................... 222,754 37,139 34,917 121,664 127,490 199,652 594,324 1,337,940 WITHDRAWALS AND TERMINATIONS ..... (268,499) (1,090) (5,087) (10,084) (8,429) (14,124) (461,652) (768,965) INTERFUND TRANSFERS .............. 34,785 44,930 (63,328) 41,977 (16,342) (42,022) -- -- ----------- --------- --------- ----------- --------- ----------- ------------ ----------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ....................... (1,223,246) 126,328 29,189 364,587 273,449 716,957 (4,036,734) (3,749,470) NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year .... 3,175,382 749,470 503,361 822,594 492,873 1,535,338 10,826,375 18,105,393 ----------- --------- --------- ----------- --------- ----------- ------------ ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year .......... $ 1,952,136 $ 875,798 $ 532,550 $ 1,187,181 $ 766,322 $ 2,252,295 $ 6,789,641 $14,355,923 =========== ========= ========= =========== ========= =========== ============ ===========
This exhibit is an integral part of the accompanying financial statements. EXHIBIT 2 Page 2 of 2 TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996
NONPARTICIPANT- PARTICIPANT-DIRECTED DIRECTED --------------------------------------------------------------------- ------------ POGO MONEY CORPORATE INDEX POGO COMMON STOCK MARKET BOND WELLINGTON 500 PRIMECAP COMMON FUND FUND FUND FUND FUND FUND STOCK FUND TOTAL ----------- --------- --------- ---------- --------- ----------- ------------ ----------- INTEREST/DIVIDEND INCOME ........ $ 8,073 $ 38,117 $ 42,104 $ 63,700 $ 10,522 $ 44,610 $ 27,268 $ 234,394 NET APPRECIATION (DEPRECIATION) IN MARKET VALUE OF INVESTMENTS 1,293,416 -- (36,040) 50,526 78,923 175,632 4,352,801 5,915,258 CONTRIBUTIONS ................... 174,125 31,561 36,841 109,929 84,688 171,381 470,992 1,079,517 WITHDRAWALS AND TERMINATIONS .... (103,016) (35,467) (20,880) (28,565) (22,194) (60,131) (478,708) (748,961) INTERFUND TRANSFERS ............. (133,042) 47,435 (22,105) (34,765) (29,964) 172,441 -- -- ----------- --------- --------- --------- --------- ----------- ------------ ----------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS ... 1,239,556 81,646 (80) 160,825 121,975 503,933 4,372,353 6,480,208 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year ... 1,935,826 667,824 503,441 661,769 370,898 1,031,405 6,454,022 11,625,185 ----------- --------- --------- --------- --------- ----------- ------------ ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year ......... $ 3,175,382 $ 749,470 $ 503,361 $ 822,594 $ 492,873 $ 1,535,338 $ 10,826,375 $18,105,393 =========== ========= ========= ========= ========= =========== ============ ===========
This exhibit is an integral part of the accompanying financial statements. SCHEDULE I TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997 DESCRIPTION OF NUMBER OF CURRENT IDENTITY OF ISSUE INVESTMENT SHARES/UNITS COST VALUE ----------------- ---------- ------------ ---- ----- Pogo Producing Company* Common stock 295,077 $6,061,515 $8,704,772 Prime Portfolio Money Vanguard* Market Fund 870,442 870,442 870,442 Investment Grade Corporate Portfolio Vanguard* Bond Fund 56,992 512,120 527,742 Vanguard* Wellington Fund 40,068 939,542 1,180,000 Index Trust - 500 Vanguard* Portfolio 8,425 486,907 758,867 Vanguard* PrimeCap Fund 56,615 1,413,823 2,240,276 --------- --------- $10,284,349 $14,282,099 =========== =========== *Indicated party in interest. TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997
IDENTITY OF PARTY CURRENT VALUE NET ------------------ PURCHASE SELLING COST OF OF ASSET ON GAIN INVOLVED DESCRIPTION OF ASSET TRANSACTION PRICE PRICE ASSET TRANSACTION DATE (LOSS) -------- -------------------- ----------- --------- ------- ------- ---------------- -------- Vanguard Prime Portfolio Money Market Fund 76 purchase $1,050,923 $ - $ - $1,050,923 $- transactions Vanguard Prime Portfolio Money Market Fund 24 sale - 925,992 925,992 925,992 - transactions
NOTE: This schedule is a listing of a series of purchase and sale transactions in the same security which exceeded 5 percent of the Plan assets as of January 1, 1997. (b) Exhibits -- 1. Consent of Arthur Andersen LLP, Independent Public Accountants 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, 1998 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 23.1 -- Consent of Arthur Andersen LLP EX-23.1 4 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into the Tax-Advantaged Savings Plan of Pogo Producing Company's previously filed Registration Statement File No. 2-60725. ARTHUR ANDERSEN LLP Houston, Texas June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----