-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QVoSuwtDzGisE1HP3QiO/7Zc5MijKiz6a2OxorYzayEuwaQkBnY/XS7TXUsO6hFr U5S11NitmETv2oj2ZMeupA== 0000898382-98-000023.txt : 19980603 0000898382-98-000023.hdr.sgml : 19980603 ACCESSION NUMBER: 0000898382-98-000023 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980602 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POGO PRODUCING CO CENTRAL INDEX KEY: 0000230463 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741659398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-15917 FILM NUMBER: 98641097 BUSINESS ADDRESS: STREET 1: 5 GREENWAY PLAZA STE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77046-0504 BUSINESS PHONE: 7132975017 MAIL ADDRESS: STREET 1: 5 GREENWAY PLAZA SUITE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77046-0504 FORMER COMPANY: FORMER CONFORMED NAME: PENNZOIL OFFSHORE GAS OPERATORS INC /TX/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOPERMAN LEON G CENTRAL INDEX KEY: 0000898382 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 128321905 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 88 PINE STREET STREET 2: WALL STREET PLAZA 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-3258660 MAIL ADDRESS: STREET 1: 88 PINE STREET STREET 2: WALL ST PLAZA 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* POGO PRODUCING COMPANY (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 730448107 (CUSIP Number) June 01, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amend- ment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 730448107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). LEON G. COOPERMAN S.S. No. ###-##-#### 2. Check Appropriate Box if a Member of a Group* (a) [ ] (b) [ X] 3. SEC Use Only 4. Citizenship or Place of Organization: UNITED STATES 5. Sole Voting Power 1,589,737 Number of Shares Bene- 6. Shared Voting Power ficially by 427,929 Owned by 7. Sole Dispositive Power Each Report- 1,589,737 ing Person 8. Shared Dispositive Power With: 427,929 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,017,666 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares * 11. Percent of Class Represented by Amount in Row (11): 5.4% 12. Type of Reporting Person* IN *See Instructions Before Filling Out. Item 1(a) Name of Issuer: Pogo Producing Company (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 5 Greenway Plaza, Suite 2700, P.O. Box 2504, Houston, Texas 77046 Item 2(a) Name of Person Filing: This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman"). Mr. Cooperman is the Managing Member of Omega Associates, L.L.C. ("Associates"), a limited liability company organized under the laws of the State of Delaware. Associates is a private investment firm formed to invest in and act as general partner of investment partnerships or similar investment vehicles. Associates is the general partner of three limited partnerships organized under the laws of Delaware known as Omega Capital Partners, L.P. ("Capital LP"), Omega Institutional Partners, L.P. ("Institutional LP"), and Omega Capital Investors, L.P.("Investors LP"). These entities are private investment firms engaged in the purchase and sale of securities for investment for their own accounts. Mr. Cooperman is the President and majority stockholder of Omega Advisors, Inc. ("Advisors"), a Delaware corporation, engaged in providing investment management and is deemed to control said entity. Advisors serves as the investment manager to Omega Overseas Partners, Ltd. ("Overseas"), a Cayman Islands exempted company, with a business address at British American Tower, Third Floor, Jennrett Street, Georgetown, Grand Cayman Island, British West Indies. Mr. Cooperman has investment discretion over portfolio investments of Overseas and is deemed to control said entity. Advisors also serves as a discretionary investment advisor to a limited number of institutional clients (the "Managed Accounts"). As to the Shares owned by the Managed Accounts, there would be shared power to dispose or to direct the disposition of such Shares because the owners of the Managed Accounts may be deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as a result of their right to terminate the discretionary account within a period of 60 days. Mr. Cooperman is the ultimate controlling person of Associates, Capital LP, Institutional LP, Investors LP, and Advisors. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of Mr. Cooperman, Capital LP, Institutional LP, Investors LP, Overseas, the Managed Accounts, and Advisors is 88 Pine Street, Wall Street Plaza - 31st Floor, New York, New York 10005. Item 2(c) Citizenship: Mr. Cooperman is a United States citizen; Item 2(d) Title of Class of Securities: Common Stock, $.01 par value (the "Shares") Item 2(e) CUSIP Number: 730448107 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) Or (c): This Item 3 is not applicable. Item 4. Ownership: Item 4(a) (b) Amount Beneficially Owned and Percent of Class: Mr. Cooperman may be deemed the beneficial owner of 2,017,666 Shares which constitutes approximately 5.5% of the total number of Shares outstanding. This consists of 559,575 Shares owned by Capital LP; 50,452 Shares owned by Institutional LP; 54,300 Shares owned by Investors LP; 925,410 Shares owned by Overseas; and 427,929 Shares owned by the Managed Accounts. Item 4(c) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 1,589,737 (ii) Shared power to vote or to direct the vote: 427,929 (iii)Sole power to dispose or to direct the disposition of: 1,589,737 (iv) Shared power to dispose or to direct the disposition of: 427,929 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This item 9 is not applicable. Item 10. Certification: By signing below the undersigned certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: June 2, 1998 LEON G. COOPERMAN, individually, as Managing Member of Omega Associates, L.L.C. on behalf of Omega Capital Partners, L.P., Omega Institutional Partners, L.P., Omega Capital Investors, L.P., and as President of Omega Advisors, Inc. By /s/ ALAN M. STARK Alan M. Stark Attorney-in-Fact ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, LEON G. COOPERMAN, hereby make, constitute and appoint ALAN M. STARK, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as President or in other capacities with Omega Advisors, Inc. or (c) in my capacity as Manager of, member of or in other capacities with Omega Associates, LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating to ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (A) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This Power of Attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 22nd day of May, 1998. /s/ Leon G. Cooperman LEON G. COOPERMAN -----END PRIVACY-ENHANCED MESSAGE-----