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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): OCTOBER 24, 2001
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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
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ITEM 5. OTHER EVENTS.
Pogo Producing Company is filing as an exhibit to this current report
on Form 8-K the Unaudited Pro Forma Condensed Consolidated Statement of Income
for the Nine Months Ended September 30, 2001 and related notes, giving effect to
the merger of NORIC Corporation, the parent of North Central Oil Corporation,
with and into Pogo Producing Company. See Exhibit 99.1 incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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99.1 Unaudited Pro Forma Condensed Consolidated Statement
of Income for the Nine Months Ended September 30, 2001
and related notes, giving effect to the merger of NORIC
Corporation, the parent of North Central Oil
Corporation, with and into Pogo Producing Company.
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.
POGO PRODUCING COMPANY
Date: October __, 2001 By: /s/ THOMAS E. HART
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Thomas E. Hart
Vice President
and Chief Accounting Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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99.1 Unaudited Pro Forma Condensed Consolidated Statement
of Income for the Nine Months Ended September 30, 2001
and related notes, giving effect to the merger of NORIC
Corporation, the parent of North Central Oil
Corporation, with and into Pogo Producing Company.