Each one in plain English, with the numbers worked through for a shareholder.
1 Aug 2005material agreement● Neutral
On July 26, 2005, the compensation committee approved pay changes effective August 1, 2005: CEO Van Wagenen's salary is $1,640,000, with 2004 bonuses (he gets $750,000) paid one-third in cash now and the rest in August 2006 and 2007. It also granted restricted stock (36,000 shares to Van Wagenen), approved tax assistance payments, and extended executive employment agreements from August 1, 2006 to August 1, 2007. This continues the January 2005 extension of those agreements.
On July 8, 2005, Pogo agreed to buy all the shares of Northrock Resources Ltd., a Canadian subsidiary of Unocal, for U.S. $1.8 billion in cash (subject to adjustment). Northrock has 644 Bcfe of estimated proven reserves on about 300,000 net acres plus about 1.1 million net acres of undeveloped leasehold. Closing is expected in Q3 2005, subject to Canadian Competition Act and Investment Canada Act approvals. Pogo plans to pay with cash, international asset sale proceeds (the pending Thailand sale), its revolver and capital markets deals, and has a July 5 Goldman Sachs Credit Partners commitment for up to $1.8 billion of bridge loans (falling to $1.0 billion if the Thailand sale closes first). This is the large acquisition the Thailand sale proceeds were said to be aimed at.
On June 24, 2005, Pogo filed a registration statement to swap $300 million of its privately placed 6.625% senior subordinated notes due 2015 for identical, freely tradable registered notes. Holders can exchange on equal terms; the expiry date is blank in this filing and it is not yet effective. This is a registration step, not new borrowing by itself, and continues the pattern of the 2001 notes exchange.
On June 17, 2005, Pogo agreed to sell all of its Thailand operations, including its 46.34% interest in the Thailand concession (via Thaipo and B8/32 Partners), to PTTEP Offshore and Mitsui for US$820 million, with closing expected in Q3 2005. Closing depends on other concession owners' preferential purchase rights (exercisable by July 19, 2005) expiring or being waived, and on Thai Department of Mineral Fuels approval. The press release says proceeds will fund capital projects and possible acquisitions, and it also mentions an earlier ~$9 million sale of Pogo Hungary (closed) and a $275-375 million share repurchase program.
On January 25, 2005, Pogo's compensation committee extended the employment agreements of eight executive officers, including CEO Paul Van Wagenen, from February 1, 2006 to August 1, 2006. For Van Wagenen, the change-of-control payment formula now uses four times the grant-date value of his latest equity award instead of four times the Black-Scholes value of his latest option grant.
On December 16, 2004, Pogo replaced its March 8, 2001 credit agreement with a new revolving credit agreement of up to $750 million, maturing December 16, 2009, with a borrowing base currently $900 million. Pogo borrowed $350 million, using part to repay the old facility, and on December 21 borrowed another $190 million to fund part of the purchase price of an oil and gas property acquisition done by stock purchase. The filing does not name the acquisition target.
On April 26, 2004, Pogo amended its shareholder rights plan (originally adopted April 26, 1994) to extend its expiry to April 25, 2014 and to record Computershare as rights agent in place of Harris Trust. The plan lets holders buy extra shares at a discount if anyone acquires 20% or more of the stock without board approval, which the filing says can discourage takeovers. The plan is the same one that earlier excluded the former NORIC shareholders from 'Acquiring Person' status.
On May 17, 2002, the administrative board of Pogo's Tax-Advantaged Savings Plan (the employee savings plan, not the company itself) dismissed Arthur Andersen LLP and appointed PricewaterhouseCoopers LLP as the Plan's accountants. Andersen's reports on the Plan for 1999 and 2000 had no adverse or qualified opinions, and no disagreements are reported. This mirrors the company's own switch to PwC announced in April 2002.
On April 15, 2002, Pogo dismissed Arthur Andersen LLP and appointed PricewaterhouseCoopers LLP as its auditor, on the audit committee's recommendation after seeking proposals from accountants. Andersen's reports on 2000 and 2001 had no adverse or qualified opinions, and the filing reports no disagreements.
Pogo registered a $200 million offer to swap its outstanding 8 1/4% Series A senior subordinated notes due 2011 for identical, freely tradeable Series B notes. Interest runs from April 10, 2001, and the filing says the exchange is not a taxable event. This is a registration step for notes already issued, not new borrowing; the filing's risk factors and use of proceeds sections were truncated, so how the original notes were used is not shown here.
26 Mar 2001asset acquisition disposition● NeutralMajor
The NORIC merger closed on March 14, 2001, giving Pogo all of North Central Oil Corporation. Former NORIC holders received 12,615,816 Pogo shares and about $344,710,000 in cash, and Pogo repaid North Central's $78,600,000 of bank debt. Funding came from cash on hand and a new March 8, 2001 credit agreement led by Bank of Montreal. Former NORIC holders now own about 23.6% of Pogo and are bound by a voting agreement; this completes the deal proposed in the earlier proxy filings.
Pogo filed the final version of its proxy for the NORIC merger, setting a shareholder vote for March 13, 2001 (record date February 5, 2001). The board recommends voting for it. Terms are unchanged at about $630 million, half cash and half stock, but the expected former-NORIC ownership range widened to 22%-27% from 22%-26% in the preliminary version.
Pogo Producing Company (the filer here, whose earlier filings appear under the PXP Producing name in this record) filed a preliminary proxy asking its shareholders to approve buying NORIC Corporation, parent of North Central Oil Corporation. Consideration is about $630 million, half cash and half Pogo stock; the fee table values it at $639,392,201 using a $28.0625 share price. Existing Pogo shares stay unchanged, and former NORIC holders would own roughly 22% to 26% of Pogo.
