-----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, QDydJxZzQbVAMyixkKtl5mH98gac4xYhPwrsoKN+SliPuRsUyTyiPDOhefTgTRFy pqDNbKLWgJdr2XpUwAe1Lg== 0000950129-02-001980.txt : 20020417 0000950129-02-001980.hdr.sgml : 20020417 ACCESSION NUMBER: 0000950129-02-001980 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020415 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020417 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: 02613628 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 h96121e8-k.txt POGO PRODUCING COMPANY DATED APRIL 15, 2002 ================================================================================ 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): APRIL 15, 2002 ------------------------------ 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 4. CHANGE IN THE REGISTRANT'S CERTIFYING ACCOUNTANT On April 15, 2002, the Board of Directors determined, upon the recommendation of its audit committee, to appoint PricewaterhouseCoopers LLP as the Company's independent public accountants, replacing Arthur Andersen LLP, which the Company dismissed on the same date. This determination followed the Company's decision to seek proposals from independent public accountants to audit the financial statements of the Company. The audit reports of Arthur Andersen LLP on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2000 and 2001 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the two most recent fiscal years of the Company ended December 31, 2001 and the subsequent interim period to the date hereof, there were no disagreements between the Company and Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Arthur Andersen LLP's satisfaction, would have caused Arthur Andersen LLP to make reference to the subject matter of the disagreement in connection with its reports. None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the two most recent fiscal years of the Company ended December 31, 2001 and the subsequent interim period to the date hereof. During the two most recent fiscal years of the Company ended December 31, 2001 and the subsequent interim period to the date hereof, the Company did not consult with PricewaterhouseCoopers LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. EXHIBIT NUMBER DESCRIPTION -------------- ----------- 16.1 Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated April 17, 2002 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: April 17, 2002 By: /s/ GERALD A. MORTON ------------------------------ Gerald A. Morton Vice President - Law, Chief Regulatory Officer and Corporate Secretary EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------------- ----------- 16.1 Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated April 17, 2002 EX-16.1 3 h96121ex16-1.txt LETTER FROM ARTHUR ANDERSEN LLP EXHIBIT 16.1 [Arthur Andersen LLP Letterhead] April 17, 2002 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir or Madam: We have read the second through the fourth paragraphs of Item 4 included in the Current Report on Form 8-K dated April 17, 2002 of Pogo Producing Company to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ Arthur Andersen LLP Arthur Andersen LLP cc: Mr. Paul G. Van Wagenen - Pogo Producing Company -----END PRIVACY-ENHANCED MESSAGE-----