-----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, R/oFwiyt1oOIEbT40S0wgp4EUkRBtPmgrk2/1zerAtFXgLe2DUcatnPZCoASMM8b NnSx+67u+Cw1A7sqxGjRnA== /in/edgar/work/20000627/0000899243-00-001594/0000899243-00-001594.txt : 20000920 0000899243-00-001594.hdr.sgml : 20000920 ACCESSION NUMBER: 0000899243-00-001594 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POGO PRODUCING CO CENTRAL INDEX KEY: 0000230463 STANDARD INDUSTRIAL CLASSIFICATION: [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: 661630 BUSINESS ADDRESS: STREET 1: 5 GREENWAY PLAZA STE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77252-0504 BUSINESS PHONE: 7132975000 MAIL ADDRESS: STREET 1: 5 GREENWAY PLAZA SUITE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: PENNZOIL OFFSHORE GAS OPERATORS INC /TX/ DATE OF NAME CHANGE: 19600201 11-K 1 0001.txt FORM 11-K 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, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 1-779 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 Schedule prepared in accordance with the financial reporting requirements of ERISA. TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 TOGETHER WITH AUDITORS' REPORT 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, 1999 and 1998, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements and the supplemental 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 supplemental schedules based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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, 1999 and 1998, of Pogo Producing Company and the changes in its net assets available for Plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States. 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, 1999, 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. /s/ Arthur Andersen LLP Houston, Texas May 26, 2000 TAX-ADVANTAGED SAVINGS PLAN OF ------------------------------ POGO PRODUCING COMPANY ---------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS ---------------------------------------------------- AS OF DECEMBER 31, 1999 AND 1998 -------------------------------- 1999 1998 ------------- ------------- INVESTMENTS, at quoted market value $15,850,448 $10,727,723 CONTRIBUTIONS RECEIVABLE: Participant 51,605 47,109 Company 35,421 32,189 CASH 1,000 1,873 ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $15,938,474 $10,808,894 =========== =========== 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, 1999 AND 1998 ----------------------------------------------
1999 1998 -------------- -------------- INTEREST/DIVIDEND INCOME $ 550,291 $ 395,821 ----------- ----------- NET APPRECIATION (DEPRECIATION) IN MARKET VALUE OF INVESTMENTS 3,801,276 (4,178,966) ----------- ----------- CONTRIBUTIONS: Participant 949,616 835,835 Company 744,905 655,796 ----------- ----------- Total contributions 1,694,521 1,491,631 ----------- ----------- WITHDRAWALS AND TERMINATIONS (916,508) (1,255,515) ----------- ----------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR 5,129,580 (3,547,029) PLAN BENEFITS NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 10,808,894 14,355,923 ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $15,938,474 $10,808,894 =========== ===========
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. Investments - ----------- The investment options include the Pogo common stock, the Prime Portfolio Money Market Fund, the Investment-Grade Corporate Portfolio Bond Fund, the Vanguard Wellington Income Fund, the Vanguard Index Trust - 500 Portfolio and the Vanguard PrimeCap Fund. Contributions - ------------- Each participant may contribute up to 10 percent of his compensation to the Plan. In accordance with provisions of the Internal Revenue Code of 1986, as amended (the IRC), each participant's contributions are subject to certain limitations. This limitation was $10,000 for 1999 and 1998. 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. 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. 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 for one year. 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, 1999, there were 720 shares of Pogo's common stock forfeited and 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. 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. Prior-Year Reclassifications - ---------------------------- Certain prior-year amounts have been reclassified to conform with the current- year presentation. Use of Estimates - ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from those estimates. 3. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500: ---------------------------- The following is a reconciliation of net assets available for Plan benefits from the financial statements to the Form 5500:
December 31 ---------------------------------- 1999 1998 --------------- -------------- Net assets available for Plan benefits per the financial statements $15,938,474 $10,808,894 Less- Amounts allocated to withdrawing participants (10,082) (5,733) -------------- ------------- Net assets available for Plan benefits per the Form 5500 $15,928,392 $10,803,161 ============= =============
-3- The following is a reconciliation of withdrawals and terminations from the financial statements to the Form 5500:
December 31 -------------------------- 1999 1998 ----------- ----------- Withdrawals and terminations per the financial statements $916,508 $1,255,515 Add- Amounts allocated to withdrawing participants, December 31, 1999 and 1998 10,082 5,733 Less- Amounts allocated to withdrawing participants, December 31, 1998 (5,733) (385,348) and 1997 -------- ---------- Withdrawals and terminations per the Form 5500 $920,857 $ 875,900 ======== ==========
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. 4. INVESTMENTS: ------------ The following details investments held by the Plan:
December 31 ----------------------------------- 1999 1998 ---------------- --------------- Pogo common stock- Participant-directed $ 2,310,016/(a)/ $ 847,540/(a)/ Nonparticipant-directed 5,541,755/(a)/ 3,174,803/(a)/ Prime Portfolio Money Market Fund 834,624/(a)/ 931,769/(a)/ Investment-Grade Corporate Portfolio Bond Fund 449,526 629,581/(a)/ Vanguard Wellington Income Fund 1,284,933/(a)/ 1,288,076/(a)/ Vanguard Index Trust - 500 Portfolio 1,615,198/(a)/ 1,094,813/(a)/ Vanguard PrimeCap Fund 3,814,396/(a)/ 2,761,141/(a)/ ----------- ----------- $15,850,448 $10,727,723 =========== ===========
_______________ /(a)/ Denotes investment exceeding 5 percent of net assets available for Plan benefits at December 31, 1999 and 1998, respectively. During 1999 and 1998, the Plan's investments appreciated (depreciated) in value by $3,801,276 and $(4,178,966), respectively, as follows: 1999 1998 ------------ ------------ Common stock $2,827,947 $(4,835,451) Common/collective trusts (66,573) 722 Registered investment companies 1,039,902 655,763 ---------- ----------- $3,801,276 $(4,178,966) ========== =========== -4- 5. NONPARTICIPANT-DIRECTED INVESTMENTS: ------------------------------------ Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:
December 31 ----------------------------- 1999 1998 ------------- ------------ Net assets- Investments, at quoted market value $5,541,755 $3,174,803 Company contributions receivable 35,421 32,189 ---------- ---------- $5,577,176 $3,206,992 ========== ==========
Year Ended December 31 ------------------------------ 1999 1998 ------------- ------------- Changes in net assets- Interest/dividend income $ 31,990 $ 27,741 Net appreciation (depreciation) in market value of investments 1,986,334 (3,785,250) Company contributions 744,905 655,796 Withdrawals and terminations (393,224) (480,936) ---------- ----------- $2,370,005 $(3,582,649) ========== ===========
6. RELATED-PARTY TRANSACTIONS: --------------------------- Certain Plan investments are shares of mutual funds managed by The Vanguard Group (Vanguard). Vanguard is the custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. 7. 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 (the 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, 1999 and 1998. 8. RISKS AND UNCERTAINTIES: ------------------------ The Plan provides for investments in company common stock, common/collective trusts and various registered investment companies. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that significant changes in the values of investment securities will occur in the near term. SCHEDULE I TAX-ADVANTAGED SAVINGS PLAN OF ------------------------------ POGO PRODUCING COMPANY ---------------------- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ----------------------------------------------- AS OF DECEMBER 31, 1999 -----------------------
Number of Current Identity of Issue Description of Investment Shares/Units Cost Value ----------------- ------------------------- ------------ ---- ----- Pogo Producing Company/(a)/ Pogo nonparticipant-directed common stock 271,980 $4,555,665 $ 5,541,755 Pogo Producing Company/(a)/ Pogo participant-directed common stock 113,383 /(b)/ 2,310,016 Vanguard/(a)/ Prime Portfolio Money Market Fund 834,624 /(b)/ 834,624 Vanguard/(a)/ Investment-Grade Corporate Portfolio Bond Fund 55,429 /(b)/ 449,526 Vanguard/(a)/ Vanguard Wellington Income Fund 45,956 /(b)/ 1,284,933 Vanguard/(a)/ Vanguard Index Trust - 500 Portfolio 11,935 /(b)/ 1,615,198 Vanguard/(a)/ Vanguard PrimeCap Fund 61,453 /(b)/ 3,814,396 ----------- $15,850,448 ===========
/(a)/Indicated party in interest. /(b)/Cost omitted for participant-directed investments. TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY SCHEDULE II TAX-ADVANTAGED SAVINGS PLAN OF ------------------------------ POGO PRODUCING COMPANY ---------------------- SCHEDULE OF REPORTABLE TRANSACTIONS ----------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1999 ------------------------------------
Current Value Net Purchase Selling Cost of of Asset on Gain Identity of Party Involved Description of Asset Transaction Price Price Asset Transaction Date (Loss) - ---------------------------- -------------------- ----------- -------- ------- ------- ---------------- ------ Pogo Producing Company Pogo common stock 51 purchase transactions $1,463,817 $ - $1,463,817 $1,463,817 $ - Pogo Producing Company Pogo common stock 1 sale transaction - 24,726 21,239 24,726 3,487
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, 1999. 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 OF POGO PRODUCING COMPANY /s/ JOHN O. McCOY, JR. --------------------------------------- By: John O. McCoy, Jr. Member of the Administrative Board Date: June 27, 2000 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 23.1 -- Consent of Arthur Andersen LLP EX-23.1 2 0002.txt CONSENT OF ARTHUR ANDERSEN LLP 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 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----