Filed by Plains Exploration & Production Company
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Pogo Producing Company
Commission File No.: 1-07792
UNITED STATES
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): September 4, 2007
PLAINS EXPLORATION & PRODUCTION COMPANY
(Exact name of registrant as specified in charter)
| Delaware | 33-0430755 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
001-31470
(Commission File No.)
700 Milam, Suite 3100
Houston, Texas 77002
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (713) 579-6000
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure |
On September 5, 2007, a representative of Plains Exploration & Production Company (“PXP”) is scheduled to present at the Lehman Brothers CEO Energy/Power Conference in New York City at 9:05 a.m. Eastern time. The presentation materials for the conference are filed herewith as Exhibit 99.1 and are incorporated herein by reference. The presentation materials will also be posted in the Investor Information section of PXP’s website, http://www.pxp.com for 60 days after the event.
The information presented under this Item 7.01 shall not be deemed “filed” under the Securities Exchange Act 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
| (c) | Exhibit |
| 99.1 | Presentation dated September 2007. |
SIGNATURES
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.
| PLAINS EXPLORATION & PRODUCTION COMPANY | ||||
| Date: September 4, 2007 | /s/ Cynthia A. Feeback | |||
| Cynthia A. Feeback | ||||
| Vice President, Controller and Chief Accounting Officer | ||||
EXHIBIT INDEX
| Exhibit 99.1 | Presentation dated September 2007. | |
 Lehman Brothers CEO Energy/Power Conference September 2007 Lehman Brothers CEO Energy/Power Conference September 2007 Exhibit 99.1 |
 2 PXP Except for the historical information contained herein, the matters discussed in this presentation are “forward-looking statements” as defined by the Securities and Exchange Commission. These statements involve certain assumptions PXP made based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. The forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially. These risks and uncertainties include, among other things, completion of the proposed acquisition, uncertainties inherent in the exploration for and development and production of oil & gas and in estimating reserves, unexpected future capital expenditures, general economic conditions, oil and gas price volatility, the success of our risk management activities, competition, regulatory changes and other factors discussed in PXP’s filings with the Securities and Exchange Commission. Corporate Headquarters Contacts Plains Exploration & Production Company 700 Milam, Suite 3100 Houston, Texas 77002 Forward Looking Statements This presentation is not for reproduction or distribution to others without PXP’s
consent. Corporate Information James C. Flores - Chairman, President & CEO Winston M. Talbert – Exec. Vice President & CFO Scott Winters – Vice President Investor Relations Joanna Pankey - Investor Relations Analyst Phone: 713-579-6000 Toll Free: 800-934-6083 Email: investor@pxp.com Web Site:
www.pxp.com
|
 3 PXP Growing Per Share Value Acquiring oil and gas properties with large development inventory and exploration option Paid $12/BOE avg. for 500 MMBOE proven 2003 - 3TEC Energy (50% stock / 50% cash) 2004 - Nuevo Energy (100% stock) 2005 - California producing properties (100% cash) 2007 - Piceance (5% stock / 95% cash) 2007 - Pogo Producing (60% stock / 40% cash) Selling non-core oil and gas properties to enhance asset portfolio Received $16/BOE avg. for 130 MMBOE proven 2004 - Pacific Offshore, Illinois, South Texas 2005 - East Texas 2006 - Non-core California, West Texas 2006 - Gulf of Mexico discoveries |
 4 PXP Growing Per Share Value Share Repurchases 2006 - 6.7 MM shares, 9 percent outstanding 2007 - 1.0 MM shares, 1 percent outstanding Growing Organically 2006 - GOM discoveries: Big Foot and
Caesar $70 MM invested and sold for $706 MM 2007 - GOM discoveries: Friesian, Flatrock
Area (Flatrock, Hurricane Deep, Cottonwood Point) 2008 - Significant production increase
forecast Flatrock Area, Piceance Basin, Pogo assets |
 5 PXP Pogo Transaction Enhances Growth Opportunities Large US onshore development inventory Conventional and unconventional resources in high quality basins Interesting international exploratory opportunities Talented technical staff and large seismic database Positive Financial Impact Accretive on cash flow and production per share without diluting reserves per share exposure Solid balance sheet with significant flexibility Meaningful cost savings |
 6 PXP Deal Strength PXP Historical Per Share Metrics +129% $478,974 $209,162 Adjusted EBITDA (1) +56% 114,216 73,382 Weighted Avg. Common Shares Outstanding - Diluted Unchanged ~5.00 ~5.00 Proved Reserves (3) (BOE) +31% .17 .13 Sales Volumes (BOE) +29% $5.28 $4.10 Operating Margin (2) % Change Combined Pro Forma (1) Adjusted EBITDA is a Non-GAAP measure. See the end of this presentation for an
explanation and reconciliation of EBITDA. (2) Operating margin represents
GAAP revenue net of GAAP production costs. (3) Estimated proved reserves as
of December 31, 2006. PXP proved reserves give effect to the May 2007 acquisition of the Piceance Basin properties. Combined pro forma information gives effect to the merger with Pogo,
including its significant acquisitions and divestitures which occurred during 2007 as if the transaction occurred on December 31,2006. For the six months ended 6/30/07, in thousands except per share data.
|
       7 PXP California Rockies Permian Basin Panhandle Gulf Coast Gulf of Mexico Pro Forma Key Asset Areas Oil Gas
|
 8 PXP Meaningful value growth per share GROWTH Today
Future Substantial cash flow per share DEVELOPMENT Proven Operating Strategy |
 9 PXP Per Share Cash Flow Accretion Through Execution of Development Strategy San Juan Madden South Texas Permian Basin California Onshore “Large inventory of
cash generating assets” ~75% Total Sales Volumes |
 10 PXP Per Share Operating Accretion Through Execution of Growth Strategy “Lots of ways to win” Flatrock Area - GOM Deepwater - GOM Rockies Panhandle/Gulf Coast Vietnam/New Zealand California Offshore Real Estate |
       11 PXP Exploration Gulf of Mexico Friesian New Orleans Discoveries Discoveries 2007 Drilling or Planned 2007 Drilling or Planned Cas 20+ prospect inventory beyond current 2007 drills 20+ prospect inventory beyond current 2007 drills Vicksburg Buckhorn Bob North Hurricane Deep Flatrock Mound Point South Cottonwood Point Flatrock Area |
 12 PXP Rockies Piceance Basin CVGS expansion: stage 1 completed Aug. 30, stage 2 on schedule for mid-Sept. completion; gross capacity increases to 100 MMCFPD CVGS stage 3 on schedule for 1st QTR 2008, gross capacity increases to 120 MMCFPD; Buzzard Creek project on schedule 33 MMCFPD net current production 72 MMCFPD net estimated by year-end Drilled 20+ productive wells since June 1 45 to 50 wells remaining in 2007 Green River Basin Eagle Project development permitting in progress Green River Basin Wyoming Colorado Piceance Basin |
    13 PXP Panhandle/Gulf Coast Panhandle 375,000 net acres 715 square miles of 3D seismic Average working interest over 80% Gulf Coast 175,000 net acres (1) 1,000 square miles of 3D seismic Generally 50% to 100% working interest (1) Leased or optioned. |
 14 PXP Vietnam/New Zealand Vietnam Block 124 1,480,000 net acres Multiple Miocene leads New Zealand Northern Taranaki 522,000 net acres Multiple prospects: 1 planned in November 2007, 50% carried interest East Coast Basin 5,310,000 net acres Multiple Miocene and Cretaceous leads New Zealand Vietnam |
 15 PXP Offshore California Pt. Pedernales Unit Pt. Arguello/Rocky Point Pt. Arguello/Rocky Point Permits required for development T-Ridge lease permit filed California T- Ridge Prospect Area T- Ridge Prospect Area |
 16 PXP California Real Estate Montebello Preparation in Progress |
 17 PXP PXP Portfolio “Lots of ways to win” Per Share Operating Accretion “Large inventory of
cash generating assets” Real Estate California Offshore Vietnam/New Zealand Panhandle/Gulf Coast Rockies Deepwater - GOM Flatrock Area - GOM San Juan Madden South Texas Permian Basin California Onshore Per Share Cash Flow Accretion |
 18 PXP Per Share Financial Accretion Through Share Repurchase & Debt Reduction “Proven consistent value generator” Asset sales capture arbitrage value between cash and equity markets Master limited partnership potential |
 19 PXP Maintaining Financial Flexibility Financial commitments obtained for Pogo transaction Positioned to take advantage of arbitrage between equity and property market asset values Target BB family credit metrics over time Maintain commodity price protection - 2,500 Bbls/d 8,000 Bbls/d Oil Collars (1) $60.00 - $80.13 (2) $53.13 - 79.27 (2) 32,500 47,000 73,000 Total BOEPD $55 Strike $55 Strike $55 Strike - 15 MMcf/d 90 MMcf/d Gas Collars (1) $8.00 - $12.11 (2) $6.33 - $12.45 (2) 32,500 Bbls/d 42,000 Bbls/d 50,000 Bbls/d Oil Puts 2009 2008 2007 Pro Forma (1) Existing Pogo hedges. (2) Weighted average price. |
 20 PXP Compelling Investment Growing Per Share Value Solid Operating and Financial Strategies Commodity Price Protection |
 Addendum Addendum |
 22 PXP GAAP to Non-GAAP Reconciliation 6 Months Ended June 30, 2007 - $ 478,974 $ 209,162 Adjusted EBITDA 93,730 G&A costs of Laramie Energy, LLC included in combined Pro forma results 25,000 - Estimated cost savings related to the Pogo merger 360,244 209,162 EBITDA 287,323 111,201 Depreciation, depletion, and amortization 75,049 17,058 Interest expense (7,879) 35,015 Income tax expenses (benefit) $ 5,751
$ 45,888 Net income Combined Pro Forma PXP Historical EBITDA represents net earnings before income taxes, interest expense, depreciation,
depletion and amortization. The pro forma combined EBITDA is net of an estimated $25 million ($50 million on an annual basis) of costs savings related to the Pogo merger and an estimated $93.7 million for noncash compensation of Laramie Energy, LLC related to the Piceance Basin acquisition. We did not assume any equity compensation arrangements or retain any of
Laramie Energy LLC’s corporate management or staff. EBITDA is a performance measure that is not calculated in accordance with GAAP, and
should not be considered as an alternative to net income before taxes, net
cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP. EBITDA calculations may vary among
entities, so our computation of EBITDA may not be comparable to EBITDA or
similar measures of other entities. |
 23 PXP Additional Information PXP AND POGO HAVE FILED A JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS WITH
THE SECURITIES AND EXCHANGE COMMISSION. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ CAREFULLY THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING
PXP, POGO AND THE ACQUISITION. A DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WILL BE SENT TO SECURITY HOLDERS OF PXP
SEEKING THEIR APPROVAL OF THE ISSUANCE OF SHARES OF PXP STOCK TO BE USED AS MERGER CONSIDERATION AND SECURITY HOLDERS OF POGO SEEKING THEIR APPROVAL OF THE ACQUISITION.
INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED
BY PXP AND POGO WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV.
THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS (RELATING
TO PXP) MAY ALSO BE OBTAINED FOR FREE FROM PXP BY DIRECTING A REQUEST
TO PLAINS EXPLORATION & PRODUCTION COMPANY, 700 MILAM, SUITE 3100,
HOUSTON, TX 77002, ATTENTION: JOANNA PANKEY; TELEPHONE: (713) 579-6000,
E-MAIL: JPANKEY@PXP.COM. THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS (RELATING TO POGO) MAY ALSO BE
OBTAINED FOR FREE FROM POGO BY DIRECTING A REQUEST TO POGO PRODUCING
COMPANY, 5 GREENWAY PLAZA, SUITE 2700, HOUSTON, TX 77046, ATTENTION: CLAY JEANSONNE, TELEPHONE: (713) 297-5000,
E-MAIL:JEANSONC@POGOPRODUCING.COM. |
 24 PXP PXP, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from PXP’s stockholders in connection with the acquisition. Information regarding such persons
and a description of their interest in the acquisition is contained in the
joint proxy statement/prospectus on file with the SEC. Information
concerning beneficial ownership of PXP stock by its directors and certain
executive officers is included in its proxy statement dated March 29, 2007
and subsequent statements of changes in beneficial ownership on file with
the SEC. Pogo, its directors, executive officers and certain members of
management and employees may be considered “participants in the
solicitation” of proxies from Pogo’s stockholders in connection with the acquisition. Information regarding such persons
and a description of their interest in the acquisition is contained in the
joint proxy statement/prospectus on file with the SEC. Information
concerning beneficial ownership of Pogo stock by its directors and certain
executive officers is included in its proxy statement dated April 20, 2007
and subsequent statements of changes in beneficial ownership on file with
the SEC. Additional Information |
 Lehman Brothers CEO Energy/Power Conference September 2007 Lehman Brothers CEO Energy/Power Conference September 2007 |