Each one in plain English, with the numbers worked through for a shareholder.
13 Nov 2001substantial holder notice● Neutral
Trustees of the Trust under Agreement dated August, Trustees of the Trust under Agreement dated July, Trustees of the Trust under the Will of Robert Walton Goelet for the benefit of, Trustees of the Trust under the Will of Robert Walton Goelet f/b/o Robert G. Goe, Trustees of the Trust under Agreement dated December, Trustees of the Trust under the Will of Robert Walton Goelet f/b/o John Goelet, RGG Limited Partnership, John H. Manice, Trustees of the Trust under Agreement dated September, Robert G. Manice, Amelia M. Berkowitz, Pamela Manice, Robert G. Goelet, Philip Goelet, Christopher Goelet, Gilbert Kerlin, Windward Oil & Gas Corporation, Arthur N. Field, Alexandra C. Goelet, Henrietta Goelet, Edmond de La Haye Jousselin, Robert S. Rich, Goelet, LLC reported a PXP PRODUCING CO LLC shareholding of 6,154,948 shares (11.50% of votes) in a periodic institutional filing.
Trustees of the Trust under Agreement dated August, Trustees of the Trust under Agreement dated July, Trustees of the Trust under the Will of Robert Walton Goelet for the benefit of, Trustees of the Trust under the Will of Robert Walton Goelet f/b/o Robert G. Goe, Trustees of the Trust under Agreement dated December, Trustees of the Trust under the Will of Robert Walton Goelet f/b/o John Goelet, RGG Limited Partnership, John H. Manice, Trustees of the Trust under Agreement dated September, Robert G. Manice, Amelia M. Berkowitz, Pamela Manice, Robert G. Goelet, Philip Goelet, Christopher Goelet, Gilbert Kerlin, Windward Oil & Gas Corporation, Arthur N. Field, Alexandra C. Goelet, Henrietta Goelet, Edmond de La Haye Jousselin, Robert S. Rich, Goelet, LLC reported a PXP PRODUCING CO LLC shareholding of 12,290,612 shares (22.90% of votes) in a periodic institutional filing.
Capital Research and Management Company reported a PXP PRODUCING CO LLC shareholding of 4,081,200 shares (7.60% of votes) in a periodic institutional filing.
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.
