-------------------------------
OMB APPROVAL
-------------------------------
OMB Number:: 3235-0059
Expires: January 31, 2008
Estimated average burden
hours per response. . . . . 14
-------------------------------
UNTIED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registration [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy [ ] Statement[ ]
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-12
POGO PRODUCING COMPANY
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Third Point LLC
Daniel S. Loeb
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid
--------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------------------------
4) Date Filed:
--------------------------------------------------------------------------------
Third Point Confirms Intent to Elect New Directors of Pogo
NEW YORK, NY, February 16, 2007 - Third Point LLC today announced that it has
filed a Schedule 13D (Amendment No. 3) with the Securities and Exchange
Commission confirming its intent to conduct a proxy contest at the 2007 annual
shareholders meeting of Pogo Producing Company (NYSE: PPP), and that the
following letter has been sent to Pogo's Chairman:
February 16, 2007
Mr. Paul G. Van Wagenen
Chairman, President & Chief Executive Officer
Pogo Producing Company
5 Greenway Plaza, Suite 2700
Houston, TX 77046
Dear Mr. Van Wagenen:
Entities advised by Third Point LLC ("Third Point") hold 4,615,000 common shares
of Pogo Producing Company ("Pogo" or the "Company"), representing 7.9% of the
common shares outstanding.
We have reviewed the operating and financial results for 2006 and guidance for
2007 released yesterday. We were hopeful that the results and guidance would
reflect the improvement in operations that you projected on October 24, 2006
during your third quarter earnings conference call (the "Call"). Needless to
say, we are disappointed by the results but not surprised--given the Company's
sad history of failing to meet projections.
During the Call you projected fourth quarter production of between 85,000 and
90,000 barrels of oil equivalent per day ("boepd"). You further projected
production would ramp from the then current rate of 87,000 boepd to a 2006
year-end exit rate of 95,000 to 100,000 boepd. Actual fourth quarter production
of 84,400 boepd was not only below your prior projections but implies that
production actually declined from the date of the Call through the end of the
year.
Unfortunately production was not the only disappointment in the financial
results. The $4.39 per thousand cubic feet equivalent ("mcfe") you reported for
2006 drill bit reserve replacement is appalling and emblematic of the Company's
poor capital allocation decisions during your tenure. What we find particularly
perplexing, however, is that after announcing on the Call a 10% increase in
capital spending to $880 million for 2006, by year's end spending had increased
a further $64 million to $944 million. Not only does Pogo allocate capital
poorly, but it seems unable to operate within its stated budgets.
While we are disappointed in the results achieved under your leadership, we
continue to believe the Company's assets are valuable and under-utilized. Hiring
Goldman, Sachs & Co. and TD Securities Inc. to help the Company explore
strategic alternatives is a positive step, but we have no faith in the current
board's ability to oversee such a process.
Accordingly, as we advised you in our letter dated December 1, 2006, we intend
to conduct a proxy contest at the 2007 annual meeting of shareholders that will
allow us to elect new directors comprising a majority of the Company's board of
directors. We will provide formal notice of our director slate and specific
proposals in a forthcoming communication.
Sincerely,
/s/ Daniel S. Loeb
Chief Executive Officer
About Third Point LLC
---------------------
Third Point LLC, founded by Daniel S. Loeb in 1995, is a registered investment
adviser based in New York with over $4 billion of assets under management.
Media contact:
--------------
Steve Bruce / Shawn Pattison / Ann Taylor Reed
The Abernathy MacGregor Group
(212) 371-5999
* * *
In connection with their intended proxy solicitation, Third Point LLC and
certain of its affiliates intend to file a proxy statement with the Securities
and Exchange Commission (the "SEC") to solicit stockholders of the Company.
THIRD POINT LLC STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH
PROXY SOLICITATION. SUCH PROXY STATEMENT, WHEN FILED, AND ANY OTHER RELEVANT
DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT
HTTP://WWW.SEC.GOV.
THIRD POINT PARTICIPANT INFORMATION
In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of
1934, as amended, the following persons are anticipated to be, or may be deemed
to be, participants in any such proxy solicitation by Third Point LLC: Third
Point LLC, Mr. Loeb, Third Point Offshore Fund, Ltd., Third Point Ultra Ltd.,
Third Point Partners LP, Third Point Partners Qualified LP and Lyxor/Third Point
Fund Limited. Certain of these persons hold direct or
indirect interests as follows: Third Point LLC may be deemed to beneficially own
4,615,000 shares of Common Stock; Mr. Loeb may be deemed to beneficially own
4,615,000 shares of Common Stock; Third Point Offshore Fund, Ltd. may be deemed
to beneficially own 2,988,400 shares of Common Stock; Third Point Ultra Ltd. may
be deemed to beneficially own 566,800 shares of Common Stock; Third Point
Partners LP may be deemed to beneficially own 452,400 shares of Common Stock;
Third Point Partners Qualified LP may be deemed to beneficially own 360,700
shares of Common Stock; and Lyxor/Third Point Fund Limited may be deemed to
beneficially own 246,700 shares of Common Stock.