-----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, Ps1wplZRm+/r2EDmcci6f4DXk5OpR/dHSux+C7cU1V8qS5f1ogA7sEMqTIrDN8sm Zy58GP0xNaT/cBpjBSzgKw== 0000230463-97-000003.txt : 19970326 0000230463-97-000003.hdr.sgml : 19970326 ACCESSION NUMBER: 0000230463-97-000003 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970325 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: 1933 Act SEC FILE NUMBER: 333-11927 FILM NUMBER: 97562169 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. 3 FOR 5-1/2% NOTES DUE 2006 PROSPECTUS SUPPLEMENT NO. 3 DATED MARCH 25, 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 owners of 5-1/2% Convertible Subordinated Notes due June 15, 1996 (the "Notes") of Pogo Producing Company (the "Company") were included, among others, in the original Prospectus for the Notes, dated September 26, 1996, as "Unnamed holders of Notes" in the table set forth in the The Selling Holders section of the Prospectus. They have requested that the Company file a Prospectus Supplement identifying it as a Selling Holder. The information concerning each such Selling Holder has been provided to the Company by such Selling Holder. AGGREGATE PRINCIPAL 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(10c) Carrigaholt Capital (Bermuda) L.P. $ 2,075,000 49,188 Employees' Retirement Association of Colorado 1,000,000 23,705(10d) LDG Limited Fund 400,000 9,482 McMahan Securities Co. L.P. 2,545,000 60,329 The Class 1C Company, Ltd. 1,575,000 37,335 TQA Arbitrage Fund, L.P. 600,000 14,223 TQA Leverage Fund 400,000 9,482 TQA Vantage Fund, Ltd. 600,000 14,223 ----------- --------- SUBTOTAL (This Supplement).... 9,195,000 217,967 ----------- --------- SUBTOTAL (All named Selling (Holders Through the date of this Prospectus Supplement).. 85,320,000 2,022,502 ----------- --------- 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(14) 29,680,000 703,567(15) ----------- --------- TOTAL................. $115,000,000 2,726,069 =========== ========= ___________________________ (10c) 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. (10d) This amount does not include, as of March 21, 1997, an additional 76,100 shares of Common Stock held by the Selling Holder that are not being registered for resale pursuant to this Registration Staement. (14) 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. (15) 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: MARCH 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----