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): July 17, 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:
|
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On July 17, 2007, Plains Exploration & Production Company (“Plains”) and Pogo Producing Company (the “Company”) announced the signing of a definitive merger agreement providing for the acquisition of the Company by Plains in a cash and stock transaction valued at approximately $3.6 billion. Filed as Exhibit 99.1 hereto is a copy of a joint press release announcing the merger.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits (filed):
|
Exhibit |
|
Description |
|
|
|
|
|
99.1 |
|
Joint press release dated July 17, 2007 |
2
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.
|
Date: July 17, 2007 |
Pogo Producing Company |
||
|
|
|
||
|
|
|
||
|
|
By: |
/s/ James P. Ulm, II |
|
|
|
|
James P. Ulm, II |
|
|
|
|
Senior Vice President and |
|
|
|
|
Chief Financial Officer |
|
3