-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NHMxZ/W51Na+/3/szqE1QqvZhfQX4/Yp+bNNh4OtyoLZsMqg90/+Fj8gcGeHUi/H nCJ9s4ISCA4htTVi9oB/KA== 0000950129-95-000736.txt : 199507030000950129-95-000736.hdr.sgml : 19950703 ACCESSION NUMBER: 0000950129-95-000736 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950630 SROS: NYSE SROS: PSE 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: 1934 Act SEC FILE NUMBER: 001-07792 FILM NUMBER: 95551424 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 POGO PRODUCING COMPANY TAX-ADVANTAGED SAVINGS 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1994 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 2 Item 4. (a) Financial Statements and Schedules prepared in accordance with the finanical reporting requirements of ERSIA. 3 TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY FINANCIAL STATEMENTS AS OF DECEMBER 31, 1994 TOGETHER WITH AUDITORS' REPORT 4 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, 1994 and 1993, 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 benefits of the Plan as of December 31, 1994 and 1993, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made 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 and reportable transactions 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 audit 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 June 21, 1995 5 TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1994 AND 1993
1994 1993 ---------- ---------- ASSETS INVESTMENTS, at quoted market value: Common stock of Pogo Producing Company $5,342,737 $5,065,619 TCB Money Market Group Fund - 9,902 TCB Limited Term Bond Group Fund - 1,078,732 Prime Portfolio Money Market Fund 677,473 - Investment Grade Corporate Portfolio Bond Fund 368,464 - Vanguard/Wellington Fund 408,075 - Vanguard/Index Trust--500 Portfolio 236,593 - Vanguard PrimeCap Fund 573,741 - CONTRIBUTIONS RECEIVABLE: Participant 25,704 13,038 Company 18,286 13,279 CASH 1,981 850,794 ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $7,653,054 $7,031,364 ========== ==========
The accompanying notes are an intregral part of these financial statements. 6 TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
1994 1993 ---------- ---------- INTEREST INCOME $ 113,551 $ 24,737 ---------- ---------- NET APPRECIATION IN FAIR VALUE OF INVESTMENTS 299,872 2,018,038 ---------- ---------- CONTRIBUTIONS: Participant 476,992 418,149 Company (net of $- and $197,933 of forfeitures by terminated participants in the respective years) 379,620 138,054 ---------- ---------- Total contributions 856,612 556,203 ---------- ---------- WITHDRAWALS AND TERMINATIONS (648,345) (251,262) ---------- ---------- INCREASE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 621,690 2,347,716 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 7,031,364 4,683,648 ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $7,653,054 $7,031,364 ========== ==========
The accompanying notes are an intregral part of these financial statements. 7 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. Effective January 1, 1994, the Plan was restated to provide that investment options for participant contributions be expanded to six investment options which include common stock of the company and five Vanguard funds. Effective December 31,1993, Texas Commerce Bank, N.A. (formerly Ameritrust Texas, N.A.), was removed as trustee for the Plan. Effective January 1, 1994, John O. McCoy, Jr., an officer of Pogo, was appointed as successor trustee of the Plan under the terms of an amended and restated trust agreement entered into effective January 1, 1994. 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. Prior-Year Reclassifications Certain prior-year amounts have been reclassified to conform with the current-year presentation. 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 December 31, 1994 and 1993, have been used to determine the market value of Plan investments. In 1994, the Plan adopted the American Institute of Certified Public Accountants' Practice Bulletin 12 (Bulletin 12), "Reporting Separate Investment Fund Option Information of Defined Contribution Pension Plans." The significant changes include a separate accounting and reporting of participant-directed and nonparticipant-directed investments. The Plan has given retroactive effect to the change in reporting required under Bulletin 12 (see Exhibits 1 and 2). 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. For 1994, this Imitation was $9,240. 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.) 8 Investments All contributions and dividends prior to January 1, 1985, were used to acquire Pogo common stock. Funds contributed to the Plan by an employee after January 1, 1985, and the earnings and accretions thereon are invested according to instructions from the participant. Effective January 1, 1994, the investment options included 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 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. The Plan also provides for a participant's rights of total or partial withdrawals and suspension of contributions subject to certain limitations with respect to future participation. Net assets available for distributions as of December 31, 1994, as reported in the accompanying financial statements differ from that reflected in the Plan's federal income tax return (Form 5500) by $5,804 because of a difference in the timing of recognition of certain requested but unpaid withdrawals. 9 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. Such forfeiture is held in suspense until the end of the calendar year. If the participant returns to employment before the end of the year in which he terminated, the forfeited amounts are reinstated. In the event the participant is not reemployed by the end of such year, the forfeitures are used to reduce future contributions by Pogo. At December 31, 1994 and 1993, forfeitures held in suspense totaled $111,204 and $104,939. 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. FEDERAL INCOME TAXES: The Plan obtained its latest determination letter on May 9, 1986, 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 Plan has been amended since receiving the determination letter. In December 1994, the Plan applied for a new tax determination letter. However, the Plan administrator and the Plan's legal counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of December 31, 1994 and 1993. 10 EXHIBIT 1 Page 1 OF 2 TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND DECEMBER 31, 1994
Participant-Directed ----------------------------------------------------------- Pogo Money Corporate Index Common Market Bond Wellington 500 PrimeCap Stock Fund Fund Fund Fund Fund Fund ---------- ------ --------- ---------- ------- -------- ASSETS INVESTMENTS, at quoted market value: Common stock of Pogo Producing Company $1,115,792 $ - $ - $ - $ - $ - Prime Portfolio Money Market Fund - 677,473 - - - - Investment Grade Corporate Portfolio Bond Fund - - 368,464 - - - Vanguard/Wellington Fund - - - 408,075 - - Vanguard/Index Trust -- 500 Portfolio - - - - 236,593 - Vanguard PrimeCap Fund - - - - - 573,741 CONTRIBUTIONS RECEIVABLE 5,125 1,839 3,325 5,146 3,105 7,164 CASH - 1,981 - - - - ---------- -------- -------- -------- -------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,120,917 $681,293 $371,789 $413,221 $239,698 $580,905 ========== ======== ======== ======== ======== ========
Nonparticipant- Directed Pogo Common Stock Fund Total --------------- ---------- ASSETS INVESTMENTS, at quoted market value: Common stock of Pogo Producing Company $4,226,945 $5,342,737 Prime Portfolio Money Market Fund - 677,473 Investment Grade Corporate Portfolio Bond Fund - 368,464 Vanguard/Wellington Fund - 408,075 Vanguard/Index Trust -- 500 Portfolio - 236,593 Vanguard PrimeCap Fund - 573,741 CONTRIBUTIONS RECEIVABLE 18,286 43,990 CASH - 1,981 ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,245,231 $7,653,054 ========== ==========
11 EXHIBIT 1 Page 2 of 2 TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND DECEMBER 31, 1993
Participant-Directed --------------------------------------------------- Nonparticipant- Pogo Money Fixed Directed Common Market Income Mutual Pogo Common Stock Fund Fund Fund Funds Stock Fund Total ---------- -------- ----------- --------- ------------- ----------- ASSETS INVESTMENTS, at quoted market value: Common stock of Pogo Producing Company $1,097,552 $ - $ - $ - $3,968,067 $5,065,619 TCB Money Market Group Fund 9,902 - - - - 9,902 TCB Limited Term Bond Group Fund - - 1,078,732 - - 1,078,732 CONTRIBUTIONS RECEIVABLE 2,078 928 1,399 8,633 13,279 26,317 CASH 1 850,792 1 - - 850,794 ---------- -------- ---------- ------ ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,109,533 $851,720 $1,080,132 $8,633 $3,981,346 $7,031,364 ========== ======== ========== ====== ========== ==========
12 EXHIBIT 2 Page 1 of 2 TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1994
Participant-Directed ---------------------------------------------------------------------------------------------- Discontinued Fund Options (TCB) Pogo ------------------------------- Common Money Corporate Index Money Fixed Stock Market Bond Wellington 500 PrimeCap Market Income Mutual Fund Fund Fund Fund Fund Fund Fund Fund Funds --------- -------- -------- -------- -------- -------- --------- ----------- ------- INTEREST/DIVIDEND INCOME $ 3,721 $ 28,355 $ 29,709 $ 16,720 $ 7,242 $ 14,413 $ - $ - $ - NET APPRECIATION (DEPRECIATION) OF INVESTMENT 110,749 - (57,663) (23,710) (8,351) 24,677 - - - CONTRIBUTIONS 88,305 36,508 51,506 100,648 67,003 133,022 - - - WITHDRAWALS AND TERMINATIONS (270,377) (26,003) - - - - - - - INTERFUND TRANSFERS 47,655 642,433 348,237 319,563 173,804 408,793 (851,720) (1,080,132) (8,633) --------- -------- -------- -------- -------- -------- --------- ----------- ------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (19,947) 681,293 371,789 413,221 239,698 580,905 (851,720) (1,080,132) (8,633) NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 1,140,864 - - - - - 851,720 $ 1,080,132 8,633 --------- -------- -------- -------- -------- -------- --------- ----------- ------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $1,120,917 $681,293 $371,789 $413,221 $239,698 $580,905 $ - $ - $ - ========== ======== ======== ======== ======== ======== ========== =========== =======
Nonparticipant- Directed Pogo Common Stock Fund Total ---------- ---------- INTEREST/DIVIDEND INCOME $ 13,391 $ 113,551 NET APPRECIATION (DEPRECIATION) OF INVESTMENT 254,170 299,872 CONTRIBUTIONS 379,620 856,612 WITHDRAWALS AND TERMINATIONS (351,965) (648,345) INTERFUND TRANSFERS - - ---------- ---------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 295,216 621,690 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 3,950,015 7,031,364 ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $4,245,231 $7,653,054 ========== ==========
13 EXHIBIT 2 Page 2 of 2 TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1993
Participant-Directed --------------------------------------------------- Nonparticipant- Pogo Money Fixed Directed Common Market Income Mutual Pogo Common Stock Fund Fund Fund Funds Stock Fund Total ---------- -------- ----------- --------- ------------- ----------- INTEREST INCOME $ 230 $ 24,452 $ 55 $ - $ - $ 24,737 NET APPRECIATION (DEPRECIATION) OF INVESTMENT 396,295 - 41,144 - 1,580,599 2,018,038 CONTRIBUTIONS 107,641 112,827 189,048 8,633 138,054 556,203 WITHDRAWALS AND TERMINATIONS (11,057) (51,330) (33,400) - (155,475) (251,262) INTERFUND TRANSFERS (31,093) 59,345 (28,252) - - - ---------- -------- ---------- ------ ---------- ---------- INCREASE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 462,016 145,294 168,595 8,633 1,563,178 2,347,716 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 647,517 706,426 911,537 - 2,418,168 4,683,648 ---------- -------- ---------- ------ ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $1,109,533 $851,720 $1,080,132 $8,633 $3,981,346 $7,031,364 ========== ======== ========== ====== ========== ==========
14 SCHEDULE I TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1994
Number of Current Identity of Issue Description of Investment Shares/Units Cost Value ----------------- ------------------------- ------------ ----------- ----------- POGO Producing Company* Common stock 300,999 $5,134,057 $5,342,737 Vanguard* Prime Portfolio Money Market Fund 677,473 677,473 677,473 Vanguard* Investment Grade Corporate Portfolio Bond Fund 45,772 421,130 368,464 Vanguard* Wellington Fund 21,046 431,361 408,075 Vanguard* Index Trust -- 500 Portfolio 5,506 243,297 236,593 Vanguard* PrimeCap Fund 28,716 549,216 573,741 ---------- ---------- $7,456,534 $7,607,083 ========== ==========
*Indicated party in interest. 15 SCHEDULE II TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY ITEM 27d -- SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994
Purchase Selling Cost of Identity of Party Involved Description of Asset Transaction Price Price Asset - -------------------------- -------------------- ----------- --------- -------- -------- POGO Producing Company Common stock 30 purchase transactions $ 586,665 $ - $ - of 29,334 shares POGO Producing Company Common stock 15 sale transactions of - 674,846 515,230 30,760 shares Vanguard Prime Portfolio Money 73 purchase transactions 1,343,496 - - Market Fund of 1,343,496 units Vanguard Prime Portfolio Money 35 sale transactions of - 666,023 666,023 Market Fund 666,023 units Vanguard Investment Grade Corporate 39 purchase transactions 466,486 - - Portfolio Bond Fund of 50,638 units Vanguard Investment Grade Corporate 3 sale transactions of - 40,540 45,356 Portfolio Bond Fund 4,866 units Vanguard Wellington Fund 32 purchase transactions 441,968 - - of 21,557 units Vanguard Wellington Fund 1 sale transaction of - 10,183 10,607 511 units Vanguard PrimeCap Fund 31 purchase transactions 552,672 - - of 28,898 units Vanguard PrimeCap Fund 2 sale transactions of - 3,608 3,456 182 units Vanguard Index Trust -- 34 purchase transactions 283,612 - - 500 Portfolio of 6,410 units Vanguard Index Trust -- 2 sale transactions - 38,658 40,315 500 Portfolio of 904 units TCB Limited Term Bond 1 sale transaction - 1,078,732 1,082,607 Group Fund of 6,257 units Current Value Net of Asset on Gain Identity of Party Involved Description of Asset Transaction Transaction Date (Loss) -------------------------- -------------------- ----------- ---------------- ------ POGO Producing Company Common stock 30 purchase transactions $ - $ - of 29,334 shares POGO Producing Company Common stock 15 sale transactions of 674,846 159,616 30,760 shares Vanguard Prime Portfolio Money 73 purchase transactions - - Market Fund of 1,343,496 units Vanguard Prime Portfolio Money 35 sale transactions of 666,023 - Market Fund 666,023 units Vanguard Investment Grade Corporate 39 purchase transactions - - Portfolio Bond Fund of 50,638 units Vanguard Investment Grade Corporate 3 sale transactions of 40,540 (4,816) Portfolio Bond Fund 4,866 units Vanguard Wellington Fund 32 purchase transactions - - of 21,557 units Vanguard Wellington Fund 1 sale transaction of 10,183 (424) 511 units Vanguard PrimeCap Fund 31 purchase transactions - - of 28,898 units Vanguard PrimeCap Fund 2 sale transactions of 3,608 152 182 units Vanguard Index Trust -- 500 Portfolio 34 purchase transactions - - of 6,410 units Vanguard Index Trust -- 500 Portfolio 2 sale transactions 38,658 (1,657) of 904 units TCB Limited Term Bond Group Fund 1 sale transaction 1,078,732 (3,875) of 6,257 units
NOTE: This schedule is a listing of single and series purchase and sale transactions in the same security which exceed 5 percent of the Plan assets as of January 1, 1994. 16 (b) Exhibits -- 1. Consent of Independent Public Accountant 17 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 30, 1995 18 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 23.1 -- Consent of Arthur Andersen LLP EX-23.1 2 CONSENT OF ARTHUR ANDERSEN LLP 1 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 30, 1995 -----END PRIVACY-ENHANCED MESSAGE-----