-----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, AcW1iIDbz4O5gv328AnvlbNj0OKxxiG34rAUVhlE+ix9bg9VpNbNwYk2O5HgNmQD USdf03iVeRya50l08PbaeA== 0000230463-96-000015.txt : 19961121 0000230463-96-000015.hdr.sgml : 19961121 ACCESSION NUMBER: 0000230463-96-000015 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961120 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: 96669684 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. 2 FOR 5-1/2% NOTES DUE 2006 PROSPECTUS SUPPLEMENT NO. 2 DATED NOVEMBER 20, 1996 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") was included, among others, in the original Prospectus for the Notes, dated September 26, 1996, as an "Unnamed holders of Notes" in the table set forth in the The Selling Holders section of the Prospectus. It has requested that the Company file a Prospectus Supplement identifying it as a Selling Holder. The information concerning 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(8) Vanguard Convertible Securities Fund, Inc.(10b) $ 1,000,000 23,705 ----------- --------- SUBTOTAL (This Supplement).... 1,000,000 23,705 ----------- --------- SUBTOTAL (All named Selling (Holders Through the date of this Prospectus Supplement).. 76,125,000 1,804,535 ----------- --------- 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) 38,875,000 921,537(15) ----------- --------- TOTAL................. $115,000,000 2,726,072 =========== ========= ___________________________ (8) 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. (10b) The information set forth with respect to this Selling Holder is true and complete as of November 18, 1996. (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. In addition to the foregoing changes, the Prospectus is hereby amended to include the following information: The last sentence of the second full paragraph on page 10 of the Prospectus is hereby corrected to read: "Except as otherwise indicated or as a result of the ownership of the Securities indicated below, none of the Selling Holders have had any material relationship with the Company or any of its affiliates within the past three years." A footnote 10a is added to the table of Selling Holders after the name of the Selling Holder "Merrill Lynch, Pierce, Fenner & Smith Incorporated" which reads as follows: "10a From time to time, Merrill Lynch, Pierce Fenner & Smith Incorporated, or its affiliates, have provided investment banking and advisory services to the Company." 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: NOVEMBER 20, 1996 -----END PRIVACY-ENHANCED MESSAGE-----