0000950129-01-503615.txt : 20011029 0000950129-01-503615.hdr.sgml : 20011029 ACCESSION NUMBER: 0000950129-01-503615 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011024 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011024 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07792 FILM NUMBER: 1764759 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 8-K 1 h91492e8-k.txt POGO PRODUCING COMPANY - OCTOBER 24, 2001 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): OCTOBER 24, 2001 ------------------------------ 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, SUITE 2700 HOUSTON, TEXAS 77046-0504 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (713) 297-5000 ------------------------------ ================================================================================ ITEM 5. OTHER EVENTS. Pogo Producing Company is filing as an exhibit to this current report on Form 8-K the Unaudited Pro Forma Condensed Consolidated Statement of Income for the Nine Months Ended September 30, 2001 and related notes, giving effect to the merger of NORIC Corporation, the parent of North Central Oil Corporation, with and into Pogo Producing Company. See Exhibit 99.1 incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Unaudited Pro Forma Condensed Consolidated Statement of Income for the Nine Months Ended September 30, 2001 and related notes, giving effect to the merger of NORIC Corporation, the parent of North Central Oil Corporation, with and into Pogo Producing Company. 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: October __, 2001 By: /s/ THOMAS E. HART ------------------------------------- Thomas E. Hart Vice President and Chief Accounting Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Unaudited Pro Forma Condensed Consolidated Statement of Income for the Nine Months Ended September 30, 2001 and related notes, giving effect to the merger of NORIC Corporation, the parent of North Central Oil Corporation, with and into Pogo Producing Company. EX-99.1 3 h91492ex99-1.txt UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STMT EXHIBIT 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME The following unaudited pro forma condensed consolidated statement of income gives effect to the merger of NORIC Corporation, a New York corporation ("NORIC"), the parent company of North Central Oil Corporation, a Delaware corporation ("North Central"), with and into Pogo Producing Company, a Delaware corporation ("Pogo"), with Pogo remaining as the surviving corporation. The merger was effective on March 14, 2001. Pursuant to the merger agreement among Pogo and NORIC and certain NORIC shareholders, dated as of November 19, 2000, former shareholders received 12,615,816 shares of Pogo's common stock and approximately $344,711,000 in cash. Since NORIC had disposed of all of its non-oil and gas assets and operations other than its investment in North Central and cash and cash equivalents generated from the disposition of the non-oil and gas assets, the following unaudited pro forma condensed consolidated statement of income is based on the historical income statement for North Central for the period from January 1, 2001 through March 13, 2001. Commencing March 14, 2001, North Central's operations are consolidated with the operations of Pogo. The unaudited pro forma condensed consolidated statement of income presents the consolidated results of operations of Pogo and North Central as if the proposed merger had occurred on January 1, 2001. The accompanying unaudited pro forma condensed consolidated statement of income reflects the acquisition of NORIC by Pogo under the purchase method of accounting. Accordingly, the purchase price was allocated to the net assets acquired based on their estimated fair market values at the date of acquisition. Such allocations are based on preliminary information and are subject to change when final valuations are obtained. The unaudited pro forma condensed consolidated statement of income is presented for illustration purposes only, and does not necessarily indicate the operating results that would have occurred if the merger had been completed as of January 1, 2001. The unaudited pro forma condensed consolidated statement of income is not necessarily indicative of future operating results of the consolidated enterprise. The unaudited pro forma condensed consolidated statement of income should be read in conjunction with the historical consolidated financial statements, including the notes thereto, of Pogo included in Pogo's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. The unaudited condensed consolidated statement of income does not reflect any cost savings or other synergies anticipated as a result of the merger, nor does it reflect any merger-related expenses. POGO PRODUCING COMPANY AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (EXPRESSED IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
NORTH PRO FORMA PRO FORMA POGO CENTRAL ADJUSTMENTS COMBINED --------- -------- ----------- --------- Revenues: Oil and gas sales ............................. $ 468,002 $ 62,852 $ 530,854 Pipeline sales and other ...................... 10,302 138 10,440 Gains (losses) on sales ....................... 4,487 (10) 4,477 --------- -------- -------- --------- Total ..................................... 482,791 62,980 545,771 --------- -------- -------- --------- Operating Costs and Expenses: Lease operating ............................... 87,462 7,588 95,050 Pipeline operating and natural gas purchases .. 10,258 -- 10,258 General and administrative .................... 29,139 23,938 $ (4,933)(a) 30,522 (6,098)(a) (11,524)(a) Exploration ................................... 17,447 465 17,912 Dry hole and impairment ....................... 26,097 3,093 29,190 Depreciation, depletion and amortization ...... 146,286 7,205 11,607 (b) 165,098 --------- -------- -------- --------- Total ..................................... 316,689 42,289 (10,948) 348,030 --------- -------- -------- --------- Operating Income .................................. 166,102 20,691 10,948 197,741 Interest: Charges ....................................... (41,411) (2,626) (3,792)(c) (47,829) Income ........................................ 2,686 -- 2,686 Capitalized ................................... 24,153 -- 24,153 Minority Interest ................................. (7,499) -- (7,499) Foreign Currency Transaction Loss ................. (668) -- (668) --------- -------- -------- --------- Income Before Taxes .............................. 143,363 18,065 7,156 168,584 Income Tax Benefit (Expense) ...................... (56,835) (10,356) 1,529 (d) (65,662) --------- -------- -------- --------- Net Income ........................................ $ 86,528 $ 7,709 $ 8,685 $ 102,922 ========= ======== ======== ========= EARNINGS PER COMMON SHARE Basic $ 1.72 $ 1.92 Diluted $ 1.57 $ 1.75 WEIGHTED AVERAGE NUMBER OF COMMON SHARES AND POTENTIAL COMMON SHARES OUTSTANDING: Basic 50,239 3,280 53,519 Diluted 60,068 3,280 63,348 See accompanying notes to unaudited pro forma condensed consolidated statement of income
POGO PRODUCING COMPANY AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME a. To eliminate the North Central merger, phantom share and severance expenses that were settled immediately prior to the merger, pursuant to terms of the merger agreement. After the merger Pogo did not offer benefits to the former employees of North Central which were comparable to, or which would replace, the phantom share plan. b. To record additional depreciation, depletion and amortization expense based on the fair value paid for North Central's properties and equipment. c. To record interest expense on the acquisition debt that was funded using Pogo's 8.25% Senior Subordinated Notes, due 2011 and Pogo's revolving bank credit agreement at an average interest rate of 5.2%. A 1/8% increase or decrease in the interest rate would change interest expense $49,125 for the nine months ended September 30, 2001. d. To record income tax effect on the pro forma adjustments based on the 35% statutory income tax rate, adjusted for the non-deductibility of certain merger related expenses.