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): May 28, 2007

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On May 28, 2007, Pogo Producing Company (the “Company”), a Delaware corporation, and Pogo Alberta, ULC (“Pogo Alberta”), a Canadian company and a wholly-owned subsidiary of the Company, entered into a share purchase agreement with Abu Dhabi National Energy Company PJSC (“TAQA”), a United Arab Emirates public joint stock company and 1325156 Alberta Ltd. (“l325156”), a Canadian company and a wholly owned subsidiary of TAQA, whereby 1325156 agreed to purchase from Pogo Alberta all of the outstanding shares of Northrock Resources Ltd. (“Northrock”), a Canadian company and a wholly owned subsidiary of the Company, for a purchase price of U.S. $2 Billion subject to adjustment under the terms of the agreement. The agreement does not provide for a working capital adjustment, and all Northrock income which has accrued since December 31, 2006 is for purchaser’s benefit. The conditions of closing (apart from governmental approvals) are to be satisfied or waived within 21 days of May 28, 2007.

Northrock has 706 billion cubic feet equivalent of estimated proven reserves on approximately 323,000 net acres, plus approximately 1,122,000 net acres of undeveloped leaseholds.

Pogo Alberta’s obligations under the agreement are guaranteed by the Company, and 1325156’s obligations under the share purchase agreement are guaranteed by TAQA. The closing is expected to occur in the third quarter of 2007 and is subject to obtaining regulatory approvals under the Competition Act (Canada) and the Investment Canada Act (Canada). The share purchase agreement contains other customary representations, warranties, covenants, conditions, indemnification provisions and termination provisions.

The statements regarding the expected timing of the closing of the Northrock disposition and all other statements in this report other than statements of historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  Important factors that could cause actual results to differ materially from the Company’s expectations are described above and in cautionary statements included in the Company’s other periodic filings with the Securities and Exchange Commission.

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Item  9.01 Financial Statements and Exhibits

(d)Exhibits.

Exhibit 99.1 is furnished herewith and not deemed filed with the Commission.

Exhibit Number	Description
99.1	Press release dated  May 28, 2007.

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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: June 1, 2007	By:	/s/ James P. Ulm, II
		James P. Ulm, II
		Senior Vice President and
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Paul G. Van Wagenen

(713) 297-5000

POGO ENTERS INTO AGREEMENT TO

SELL NORTHROCK RESOURCES FOR $2.0 BILLION

HOUSTON, TX – May 28, 2007 – Pogo Producing Company (NYSE: PPP) (“Pogo”) today announced that its Board of Directors has approved a definitive agreement under which Pogo will sell all of the outstanding stock of its wholly-owned subsidiary, Northrock Resources Ltd. (“Northrock”), for $2.0 billion in cash to Abu Dhabi National Energy Company PJSC (“TAQA”).

The sale of Northrock Resources includes properties located largely in Alberta, Saskatchewan and the Northwest Territories.  Northrock properties currently produce approximately 29,000 barrels of oil equivalent per day (boepd) and contain approximately 706 billion cubic feet equivalent (bcfe) of estimated proven reserves as of December 31, 2006.  About 51% of the production and 55% of the Northrock reserves are oil.  This sale is expected to close during the third quarter of 2007, subject to customary closing conditions and regulatory approvals.

Paul G. Van Wagenen, Chairman and Chief Executive Officer of Pogo, said, “Today’s announcement reflects another very significant step in our strategic alternatives process to unlock unrealized value from Pogo’s asset base.  We are pleased to have entered into this transaction. 

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Combined with our previously announced sales of various non-core assets, mostly in the onshore gulf coast area, as well as Pogo’s strategic exit from the waters of the Gulf of Mexico, today’s announcement should deliver meaningful incremental value to Pogo’s shareholders. After closing of this transaction, Pogo will have sold approximately 900 bcfe of proven reserves for about $2.6 billion.”

Peter E. Barker-Homek, chief executive officer of TAQA said, “Northrock Resources is a great addition to one of TAQA’s core businesses — upstream oil and gas producing assets.  Northrock Resources comes with a best-in-class team of upstream professionals and well proven producing reserves.  We look forward to working with the employees of Northrock Resources and continuing to grow the business.”  Barker-Homek further added, “We see the acquisition of Northrock Resources as a solid base for further investments and growth in Canada.”

On a pro forma basis upon closing of the sale of Northrock, and following the close of other announced transactions, Pogo will have a:

·focused onshore U.S. asset base with proven reserves of approximately 1.3 tcfe with approximately 81% in the Western U.S. Division (includes 720 bcfe in the Permian Basin and Texas Panhandle, 244 bcfe in the Rockies and 101 bcfe in the San Juan Basin) and 19% in the onshore Gulf Coast Division, including 180 bcfe in south Texas;

·reserves mix that is 65% natural gas;

·reserves life of 12 years; and

·oil and gas production of approximately 47,000 boepd.

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In addition, and as a result of these transactions, the Company expects to increase its profitability by:

·significantly reducing debt levels and related interest expense; and

·lowering general, administrative and operating costs.

The Company today affirmed that it is continuing to explore other strategic alternatives, which could include the possible sale or merger of Pogo, the sale of certain additional assets, and potential changes to the company’s business plan and its capital structure.  There is no assurance that the exploration of strategic alternatives will result in any further transaction, and Pogo does not expect to make further public comment regarding any such transaction unless and until it enters into a definitive agreement or agreements. Goldman, Sachs & Co. and TD Securities Inc. continue to act as financial advisors to Pogo.

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Pogo Producing Company explores for, develops and produces oil and natural gas. Headquartered in Houston, Pogo owns approximately 5,100,000 gross leasehold acres in major oil and gas provinces in North America, 6,354,000 acres in New Zealand and 1,480,000 acres in Vietnam. Pogo common stock is listed on the New York Stock Exchange under the symbol “PPP.”

Abu Dhabi National Energy Company (TAQA) www.taqa.ae is a global energy company with operations in power generation, desalination, renewables, upstream oil/gas, pipelines, gas storage and LNG regas. TAQA was founded in Abu Dhabi in 2005 and listed on the Abu Dhabi Stock Exchange. TAQA has in excess of AED 51bn in assets, turnover of over AED 3.3bn.  TAQA operates from its offices in Abu Dhabi, UAE; Ann Arbor, Michigan, USA, and The Hague with alliance partners across the Gulf, Middle East, North Africa, Europe, Australia, Canada, and the United States.

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This release includes statements of current expectations that constitute 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 cannot be fully realized. Pogo discusses risks and uncertainties associated with its business in reports it files with the Securities and Exchange Commission and disclaims any responsibility to update these forward-looking statements.

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