-----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, Q0yUiXGUP86Bsw82XOvwDMEW8EP/fsxUa5pochIISIZbApqVOB/Ebe0d0sCShOv/ I8MAEb2owmq/ITazqrjM9w== /in/edgar/work/0000950130-00-006193/0000950130-00-006193.txt : 20001121 0000950130-00-006193.hdr.sgml : 20001121 ACCESSION NUMBER: 0000950130-00-006193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001119 ITEM INFORMATION: FILED AS OF DATE: 20001120 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: 8-K SEC ACT: SEC FILE NUMBER: 001-07792 FILM NUMBER: 772924 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 0001.txt FORM 8-K 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): November 19, 2000 Pogo Producing Company (Exact name of registrant as specified in its charter) Delaware 1-7792 74-165 9398 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) 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 9. Regulation FD Disclosure. On November 19, 2000 Pogo Producing Company, a Delaware corporation (the "Company"), NORIC Corporation, a New York corporation, and certain shareholders of NORIC Corporation entered into an Agreement and Plan of Merger (the "Merger Agreement"), whereby upon the terms and subject to the conditions stated therein, NORIC Corporation would merge with and into the Company (the "Merger"), with the Company being the surviving corporation. The following are additional materials which may be deemed to have been used in connection with the solicitation of proxies in connection with approval of the Merger and related transactions, including the issuance of common stock of the Company. 1 [LOGO] Pogo Producing Company Acquisition of North Central Oil Corporation November 2000 2 Transaction Summary Purchase Price: . $630 million Transaction Value: . $750 million Structure: . 50% Cash, 50% Stock . Purchase Accounting . Tax-free Reorganization Closing: . First Quarter 2001 [LOGO] Pogo Producing Company Overview of North Central Oil Corporation [LOGO] Pogo Producing Company 4 Overview of North Central Oil Corporation Acquisition Rationale . Long-lived North American reserves heavily weighted towards natural gas [arrow] 88% natural gas with 12.4 R/P ratio . High percentage of operated properties with large working interest [arrow] Operates 65% of current production . Highly focused exploration and development programs in attractive core areas [arrow] South Texas [arrow] South Louisiana [arrow] Rocky Mountains [arrow] Upper Texas Gulf Coast . Large inventory of attractive exploration prospects with high impact potential . Exceptional operating expertise and low cost structure [LOGO] Pogo Producing Company 5 Overview of North Central Oil Corporation Exploration and Production Assets [Map showing core areas in Texas, Louisiana and Wyoming] E&P Areas 3-D Seismic --------- ----------- South Texas 416 square miles Upper Texas 16 square miles Gulf Coast South Louisiana 361 square miles Rocky Mountains 180 square miles Asset Overview [Pie Chart] South Texas - 41% Rocky Mountains - 36% South Louisiana - 16% Upper Texas Gulf Coast - 4% Royalty - 3% Total Proved Reserves = 532.3 Bcfe(1) (1) As of June 30, 2000. [LOGO] Pogo Producing Company 6 Overview of North Central Oil Corporation [Bar Graph Showing Total Proved Reserve Growth] Year Bcfe ---- ---- 1996 165 1997 247 1998 389 1999 432 6/30/2000 532 [Bar Graph Showing Total Production Growth (2000 R/P RATION: 12.4)] Year Bcfe ---- ---- 1996 18.0 1997 20.6 1998 26.1 1999 38.2 2000E 43.5 [Bar Graph Showing Lease Operating Expenses ($/Mcfe)] Year $/Mcfe ---- ------ 1996 $0.78 1997 $0.86 1998 $0.62 1999 $0.55 3 yr Average $0.64 [LOGO] Pogo Producing Company 7 Overview of North Central Oil Corporation Finding Cost Comparison(1) [Bar Graph] Newfield $1.38 Tom Brown $1.22 Louis Dreyfus $1.18 Pogo $1.10 Barrett $1.03 Mitchell $0.85 Cross Timbers $0.71 North Central $0.67 Nuevo Energy $0.47 (1) Data based on Mid-Cap companies' 3 year revised finding costs. Source: Merrill Lynch Oil and Gas Producers research report from July 11, 2000 and management estimates. [LOGO] Pogo Producing Company 8 Overview of North Cental Oil Corporation [Bar Graph Showing Revenue and Discretionary Cash Flow] Revenue Discretionary Cash Flow Year Year ---- ---- 1996 $ 52,000,000 1996 $ 28,000,000 1997 $ 58,000,000 1997 $ 32,000,000 1998 $ 60,000,000 1998 $ 32,000,000 1999 $ 88,000,000 1999 $ 51,000,000 2000E(1) $164,000,000 2000E(1) $103,000,000 (1) Prior to loss associated with unwinding a multi-year natural gas price hedge. [LOGO] Pogo Producing Company North Central Major Field Summary [LOGO] Pogo Producing Company 10 Rocky Mountains NORTH CENTRAL MAJOR FIELD SUMMARY [Structure Map on the Lower Fort Union Horizon - - Madden Field] [Structure Map on the Madison Horizon - - Madden Field] Madden Field Operator: Burlington WI: 12.5% ave. Exploration: Potential of 31 exploratory locations available upon continued drilling success. Rate: 18.5 mmcf/d net Wells: 69 Shallow 4 deep -- 73 wells Producing Horizons: Fort Union 5,000-10,000' Lance 10,000-14,000' Mesaverde 15,000-16,000' Cody 17,000-18,000' Madison 23,000-26,000' Activity: Two continuous drilling programs are ongoing with a deep and shallow drilling at all times. A significant upgrade to the plant facilities is ongoing. Additional rigs are expected for future drilling. [LOGO] Pogo Producing Company 11 South Texas NORTH CENTRAL MAJOR FIELD SUMMARY [A Net Pay Isochore Map on the Upper Asche 1 Sand Horizon in the Los Mogotes Field] Los Mogotes Field Operator: North Central WI: 65% Exploration: Based on past success, multiple exploratory locations have been identified. Rate: 20.6 mmcf/d net Wells: 40 wells Producing Horizons: Queens City 3,000-5,000' Upper Asche 7,000-8,8000' Lower Asche 8,300-10,500' Charco 10,000-10,500' Lobo 11,000-13,000' Activity: An active drilling program is ongoing with 117 locations identified. That does not include exploratory locations. [LOGO] Pogo Producing Company 12 South Texas NORTH CENTRAL MAJOR FIELD SUMMARY [A Structure Map on the Lobo 1 Sand Horizon in the Hundido Field] Hundido Field Operator: North Cental WI: 98% Exploration: Adjacent undrilled fault blocks are identified for potential drilling. Rate: 21.3 mmcf/d net Wells: 54 active Producing Horizons: Lobo 9,000-10,000' Wilcox 9,500-10,000' Activity: Twenty development locations remain to be drilled, along with three exploratory locations. [LOGO] Pogo Producing Company 13 South Louisiana NORTH CENTRAL MAJOR FIELD SUMMARY [A Composite Structure Map on the South Pass Block 24 Field] South Pass 24 Field Operator: North Central WI: 26% Exploration: Three exploratory locations identified, along with deeper unexplored potential. Rate: 1 mmcf/d 600 bopd Wells: 80 wells Producing Horizons: 27 Miocene sands 2,000 - 9,500' Activity: The first ever 3-D in this area is being shot in late 2000. Potential from 10,000-14,000 is unknown, however, there is production from the lower sands in surrounding fields. [LOGO] Pogo Producing Company POGO PRODUCING COMPANY [LOGO] Pogo Producing Company 15 Pogo Producing Company World Ventures [A graphic map of the world showing Pogo Producing Company core areas of activity, including: Alberta, Canada, the United Kingdom and Danish sectors of the North Sea; Hungary; the Gulf of Thailand; the Coastal Onshore and Offshore areas of the Gulf of Mexico and the New Mexico and West Texas portions of the Permian Basin.] [LOGO] Pogo Producing Company 16 Pogo Producing Company Offshore Division [A map of the Central and Western Outer Continental Shelf areas of the Gulf of Mexico highlighting leases currently held by Pogo Producing Company, including those held by production (development) and under their primary term (exploration). Several leases are highlighted, including: Galveston Block 240 (where Pogo owns a 50% working interest); Ewing Banks Blocks 871/872 (where Pogo owns a 50% working interest); Main Pass Blocks 61/62 (where Pogo owns a 100% working interest) and South Pass Blocks 90/91 (where Pogo owns a 50% working interest).] [LOGO] Pogo Producing Company 17 Pogo Producing Company Main Pass 61 & 62 [A map showing the location of oil and gas fields on Pogo's Main Pass Blocks 61, 62, 72 and 73. Two type logs are identified. One is a type log showing the J-6 Sand horizon on Main Pass Blocks 72/73. The second type log, identified as the Pogo-OCS-G-16493 #1 and showing the J-6 Sand horizon on Pogo's recent Main Pass Block 61 No. 1 Well illustrates 96 feet of Oil Pay. The well, in which Pogo holds a 100% Working Interest, is located in 92 feet of water.] [LOGO] Pogo Producing Company 18 Pogo Producing Company Ewing Bank 871 & 872 [A map showing the location of oil and gas fields on Ewing Banks Blocks 871, 872, 873 and 917. Included are type logs for portions of: the Ewing Banks Block 871 No. 1 Well showing 59 feet of Net Oil Pay at the 9500 foot sand horizon and 75 feet of Net Oil Pay at the 10,200 foot Sand horizon; the Ewing Banks Block 873 No. A-6 well; and the Ewing Banks Block 917 No. 1 well. Details on the map included: a color coded legend of: 9500' SD PROVEN 9500' SD POTENTIAL 10200' SD PROVEN 10200' SD POTENTIAL 12000' SD POTENTIAL; a description of the Lobster field: LOBSTER Field 90 MMBO + 67 BCF 18 Wells; a description of the Oyster field: OYSTER Field 5.7 MMBO + 5 BCFG in 20 months 9500 BOPD subsea tieback to Lobster; and information regarding the Ewing Banks 871 No. 1 well: EWB 871 #1 Discovery (2) Zones 225' Gross Oil Pay 134' Net Oil Pay Flowed 4,339 BOPD + 2,932 MCFGPD From 10,200' Sand [LOGO] Pogo Producing Company 19 Pogo Producing Company MC 661/705 Development Block [A map showing the location of oil and gas fields on Mississippi Canyon Blocks 661 and 705. Shown on the map are two type logs. One type log of the Mississippi Canyon Block 661 Texaco No. 1 well shows the 10,500 foot sand horizon. This well was drilled in the 1st Quarter of 1999 to a total depth of 13,258 feet and was temporarily abandoned as a productive well. The other type log shows the Mississippi Canyon Block 705 Pogo #1 well 11,000 foot sand horizon. This well was drilled in the 4th Quarter of 1999 to a total depth of 15,290 feet and was temporarily abandoned as a productive well. The map illustrates a potential location or future sidetrack location, the Mississippi Canyon Block 705 Pogo No. 2 well and contains a color coded legend for: proven production; the 8200 ft. Sd.; the 3160 Ms; the 10,500 ft. Sd.; and the 11,000 ft. Sd.] [LOGO] Pogo Producing Company 20 Pogo Producing Company Permian Basin [A map of the Southeast New Mexico and West Texas portions of the Permian Basin highlighting the location of Pogo Producing Company oil fields, including the following: McMillan; Shugart; Whitmire; Lost Tank; Airport; Neff; East Livingston Ridge; Teague; N.E. Loving; Sand Dunes; S.E. Red Tank; Antelope Ridge; Sundance; Poker Lake; Cedar Canyon; S. Malaga; Hopper; Keystone; Gemini; Monarch; South Pecos and Ranch Hand.] [LOGO] Pogo Producing Company 21 Pogo Producing Company Gulf of Thailand [A map of Pogo Producing Company's license area in the Gulf of Thailand, including the Benchamas, Tantawan, Maliwan and Jarmjuree production areas and the Kung and "Triangles" exploration areas.] Block B8/32 Legend - ---------------- Block B8/32 Production Area Block 9A Farm-In - ---------------- [LOGO] Pogo Producing Company 22 Pogo Producing Company Hungary [A geographic map of Hungary showing Pogo Hungary's exploration license acreage in the Szolnok and Tompa Blocks.] [LOGO] Pogo Producing Company Combination Benefits [LOGO] Pogo Producing Company 24 Combination Benefits Enhances Geographic Balance of Reserves Pogo- Proved Reserve Geography(1) Gulf of Mexico Offshore [Pie Chart Showing] Gulf of Mexico Offshore - 27% Permian - 26% Gulf Coast Onshore - 3% Kingdom of Thailand - 44% Total Proved Reserves: 847.4 Bcfe North Central - Proved Reserve Geography(2) [Pie Chart Showing] Gulf Coast Onshore - 64% Rocky Mountains - 36% Total proved Reserves: 532.3 Bcfe Pro Forma - Proved Reserve Geography [Pie Chart Showing] Gulf Coast Onshore - 26% Rocky Mountains - 14% Kingdom of Thailand - 27% Gulf of Mexico Offshore - 17% Permian - 16% Total Proved Reserves: 1,379.7 Bcfe (2) As of December 31, 1999. (2) As of June 30, 2000. [LOGO] Pogo Producing Company 25 Combination Benefits Increases Focus on Domestic Natural Gas Pogo - Proved Reserve Mix(1) [Pie Chart Showing] Oil 472.7 Bcfe 56% Gas 374.7 Bcfe 44% Total Proved Reserves: 847.4 Bcfe North Central - Proved Reserve Mix(2) [Pie Chart Showing] Oil 65.3 Bcfe 12% Gas 467.0 Bcfe 88% Total Proved Reserves: 532.3 Bcfe Pro Forma - Reserve Mix [Pie Chart Showing] Oil 538.0 Bcfe 39% Gas 841.7 Bcfe 61% Total Proved Reserves: 1,379.7 Bcfe (1) As of December 31, 1999. (2) As of June 30, 2000. [LOGO] Pogo Producing Company 26 Combination Benefits Significantly Increases Production with Attractive Mix 2000 Estimated Pogo - Production Mix(1) [Pie Chart Showing] Oil 61 Bcfe 50% Gas-Domestic 40 Bcfe 33% Gas-Intl. 21 Bcfe 17% Total production: 122 Bcfe R/P: 6.9 Years(2) 2000 Estimated North Central - Production Mix [Pie Chart Showing] Oil 7 Bcfe 17% Gas 36 Bcfe 83% Total Production: 43.5 Bcfe R/P: 12.4 Years 2000 Estimated Pro Forma - Production Mix [Pie Chart Showing] Oil 68 Bcfe 41% Gas-Domestic 76 Bcfe 46% Gas-Intl. 21 Bcfe 13% Total Production: 165 Bcfe R/P: 8.3(2) (1) Estimates from Merrill Lynch Research. (2) Includes reserves for Pogo as of December 31, 1999. [LOGO] Pogo Producing Company 27 Combination Benefits Strengthened Competitive Position Company 2000 Enterprise Value(1) in $MM - ------- ------------------------------- MND $2,726.7 XTO $2,413.8 LD $2,187.2 PPP PF $2,178.4 NFX $1,990.2 VPI $1,875.2 BRR $1,664.7 OIL $1,659.1 SGY $1,528.0 PPP $1,452.1 THX $1,049.5 TMBR $1,016.7 COG $ 919.5 SFY $ 891.4 Company 1999 Reserves(2) in Bcfe - ------- ------------------------ VPI 2,808.1 XTO 2,022.7 OIL 1,590.4 LD 1,464.3 PPP PF 1,379.7 BRR 1,133.8 MND 1,096.4 COG 978.7 PPP 847.4 SGY 596.8 NFX 594.8 THX 541.0 TMBR 523.9 SFY 454.8 Company 2001 Discounted Cash Flow(3) - ------- ---------------------------- PPP PF $ 405.0 MND $ 395.9 NFX $ 388.6 LD $ 352.7 VPI $ 342.6 SGY $ 305.5 XTO $ 302.2 PPP $ 260.0 BRR $ 247.4 THX $ 230.9 OIL $ 226.8 TMBR $ 157.9 COG $ 155.1 SFY $ 127.5 (1) Publicly available data as of November 17, 2000. (2) Pogo and peer group reserves as of December 31, 1999. North Central reserves as of June 30, 2000. (3) I/B/E/S estimates as of Nobember 17, 2000. Pogo and Pogo Pro Forma estimates provided by Pogo. [LOGO] Pogo Producing Company 28 Combination Benefits Hedging Program Underwrites Investment . A significant portion of North Central's North American natural gas volumes will be hedged through at least 2002 [arrow] Locks in attractive economics [arrow] Reduces price risk [arrow] Historical high natural gas prices [LOGO] Pogo Producing Company 29 Overview of North Central Oil Corporation Acquisition Rationale . Long-lived North American reserves heavily weighted towards natural gas . High percentage of operated properties with large working interest . Highly focused exploration and development programs in attractive core areas . Large inventory of attractive exploration prospects with high impact potential . Exceptional operating expertise and low cost structure [LOGO] Pogo Producing Company 30 Private Securities Litigation Reform Act Safe Harbor Statement Except for the historical and present factual information contained herein, the matters set forth in this presentation, including statements as to the expected benefits of the merger such as efficiencies, cost savings, market profile and financial strength, and the competitive ability and position of the combined company, and other statements identified by words such as "expects," "projects," "plans," and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the possibility that the anticipated benefits from the merger cannot be fully realized, the possibility that costs or difficulties related to the integration of our businesses will be greater than expected, the impact of competition and other risk factors relating to our industry as detailed from time to time in Pogo's reports filed with the SEC. Pogo disclaims any responsibility to update these forward-looking statements. [LOGO] Pogo Producing Company 31 Additional Information Pogo will file a proxy statement and other relevant documents concerning the proposed merger transaction with the SEC. Investors and security holders are urged to read the proxy statement when it becomes available and any other relevant documents filed with the SEC because they will contain important information. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain ----------- documents filed with the SEC by Pogo free of charge by requesting them in writing from Pogo Producing Company, 5 Greenway Plaza, Suite 2700, TX 77046, Attention: Investor Relations, or by telephone at (713) 297-5000 or by fax at (713) 297-5100. Pogo and the directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Pogo in connection with the merger. Information about the directors and executive officers of Pogo and their ownership of Pogo stock is set forth in the proxy statement for Pogo's 2000 Annual Meeting of stockholders. Investors and security holders may obtain additional information regarding the interests of such participants by reading the proxy statement when it becomes available. Investors and security holders should read the proxy statement carefully when it becomes available before making any investment decisions or voting. [LOGO] Pogo Producing Company SIGNATURES 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 thereunto duly authorized. Pogo Producing Company Date: November 20, 2000 By: /s/ Gerald A. Morton -------------------- Gerald A. Morton Vice President - Law and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----