-----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, OXrph2dX5FkZUPV+LNr6Xbxkd1syxNmGmQgdSZJfWYjs0Amlnie7WOVY7+n5FwK1 Q9gYSyXiMiFeJRqGNRuHNw== 0000230463-97-000010.txt : 19970922 0000230463-97-000010.hdr.sgml : 19970922 ACCESSION NUMBER: 0000230463-97-000010 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970918 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: 424B3 SEC ACT: SEC FILE NUMBER: 333-11927 FILM NUMBER: 97682120 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 424B3 1 PROSPECTUS SUP. NO. 7 FOR 5-1/2% NOTES DUE 2006 PROSPECTUS SUPPLEMENT NO.7 DATED SEPTEMBER 18, 1997 Pursuant to (TO PROSPECTUS DATED SEPTEMBER 26, 1996) Rule 424(b)(3) Reg. No. 333-11927 $115,000,000 POGO PRODUCING COMPANY 5-1/2% Convertible Subordinated Notes due June 15, 2006 and such Shares of Common Stock, par value $1 per share, as are Issuable Upon Conversion Thereof The following beneficial owner of 5-1/2% Convertible Subordinated Notes due June 15, 1996 (the "Notes") of Pogo Producing Company (the "Company") has indicated that it wishes to register additional Notes which it has acquired in transactions exempt from the Securities Act of 1933, as amended, and has requested that the Company file a Prospectus Supplement updating the amount of of Notes which it holds and may offer for resale pursuant to the prospectus, as supplemented hereby. The information concerning such Selling Holder has been provided to the Company by such Selling Holder. AGGREGATE ADDITIONAL NUMBER OF SHARES OF AMOUNT OF NOTES OWNED COMMON STOCK OWNED BY THE SELLING HOLDER BY THE SELLING HOLDER AND WHICH ARE OFFERED AND WHICH ARE OFFERED NAME OF SELLING HOLDER HEREBY HEREBY(11j) Vanguard Convertible Securities Fund, Inc. $ 335,000(11c) 7,941 ----------- --------- In addition, the following beneficial owners of Notes have indicated that they wish to register Notes that they have acquired in transactions exempt from the Securities Act of 1933, as amended and desire that the Company file a Prospectus Supplement naming them as Selling Holders in the prospectus, as supplemented hereby. Information contained in this supplement concerning each Selling Holder was provided to the Company by such Selling Holders. AGGREGATE PRINCIPAL NUMBER OF SHARES OF AMOUNT OF NOTES OWNED COMMON STOCK OWNED BY BY THE SELLING HOLDER THE SELLING HOLDER AND AND WHICH ARE OFFERED WHICH ARE OFFERED NAME OF SELLING HOLDER HEREBY HEREBY(11j) Hughes Aircraft Company Master Retirement Trust $ 810,000(11o) 19,201 OCM Convertible Limited Partnership 70,000(11o) 1,659 Partner Reinsurance Company Ltd. 180,000(11o) 4,266 SUBTOTAL (This Supplement).... 1,395,000 33,067 ----------- --------- SUBTOTAL (All named Selling (Holders Through the date of this Prospectus Supplement).. 104,956,000 2,487,971 ----------- --------- Remaining unnamed holders of Notes or any future transferees, pledgees, donees or successors of or from any such unnamed holder after giving effect to this Supplement to the Prospectus(15) 10,044,000 238,094(16) ----------- --------- TOTAL................. $115,000,000 2,726,065 =========== ========= ___________________________ (11j) Unless otherwise noted, the nature of the beneficial ownership is sole voting and/or investment power. Common Stock ownership assumes as the conversion price, the initial conversion price of $42.185 per share of Common Stock (equivalent to a conversion rate of approximately 23.7051 shares per $1000 principal amount of Notes), and a cash payment in lieu of any fractional share interest. Unless otherwise noted, no Selling Holder reported owning any shares of Common Stock other than those into which the Notes were convertible. (11c) The information with respect to this Selling Holder is true and complete as of September 11, 1997. This Selling Holder was already named in the Prospectus and has provided additional information increasing the amount of Notes and number of shares of Common Stock which are offered hereby by the respective amounts shown herein. (11o) The information with respect to this Selling Holder is true and complete as of September 12, 1997. (15) No such holder may offer Securities pursuant to the Registration Statement of which this Prospectus forms a part until such holder is included as a Selling Holder in a supplement to this Prospectus in accordance with the Registration Rights Agreement. (16) Assumes that the unnamed holders of Notes or any future transferees, pledgees, donees or successors of or from any such unnamed holder does or do not beneficially own any Common Stock other than Common Stock issuable upon conversion of the Notes at the initial conversion rate set forth above. Additional Selling Holders or other information concerning the Selling Holders listed above may be set forth in subsequent Prospectus Supplements from time to time. Date of this Supplement is: September 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----