-----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, HLXJyN0czlnm2VfhSwPt7Rc7Gadnl/y2MV0XzL27z4TEA21+VTAOWlFgYT4ru/eT +H0NkGIM6LS3yMtjHBr2yg== 0000909518-96-000032.txt : 19960216 0000909518-96-000032.hdr.sgml : 19960216 ACCESSION NUMBER: 0000909518-96-000032 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960213 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15917 FILM NUMBER: 96517274 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: KLINGENSTEIN FIELDS & CO LP /ADV CENTRAL INDEX KEY: 0000841261 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133479093 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: EQUITABLE CENTER STREET 2: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124927000 MAIL ADDRESS: STREET 2: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: KLINGENSTEIN FIELDS & CO LP /ADV DATE OF NAME CHANGE: 19940524 SC 13G/A 1 AMENDMENT NO.8 TO 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES ACT OF 1934 ------------- (Amendment No. 8) Pogo Producing Company -------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 Par Value 730448107 ----------------------------------- ----------------------------------- (Title of class of securities) (CUSIP number) ------------- Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) (Continued on following page(s)) CUSIP No. 730448107 13G 1 NAME OF REPORTING Klingenstein, Fields & Co., L.P. PERSON: S.S. OR I.R.S. 13-3479093 IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [_] GROUP: (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF Delaware ORGANIZATION: NUMBER OF 5 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER: 0 OWNED BY EACH 7 SOLE DISPOSITIVE 0 REPORTING POWER: PERSON WITH 8 SHARED DISPOSITIVE 2,904,291* POWER: 9 AGGREGATE AMOUNT 2,904,291* BENEFICIALLY OWNED BY REPORTING PERSON: 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [_] EXCLUDES CERTAIN SHARES: 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 8.80% (9): 12 TYPE OF REPORTING IA PERSON: *Includes 4,884 shares of common stock issuable upon the conversion of outstanding converible debt. Item 1 (a) Name of Issuer Pogo Producing Company (b) Address of Issuer's Principal Executive Offices Five Greenway Plaza Suite 2700 Houston, Texas 77046-0504 Item 2 (a) Name of Person Filing See Item 1 of the Cover Page attached hereto (b) Address of Principal Business Office or, if none, Residence 787 Seventh Avenue New York, New York 10019 (c) Citizenship See Item 4 of the Cover Page attached hereto (d) Title of Class of Securities Common Stock, par value $1.00 per share (e) CUSIP Number 730448107 Item 3 (e) Klingenstein, Fields & Co., L.P. is an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 Item 4 (a) Amount Beneficially Owned See Item 9 of the Cover Page attached hereto (b) Percent of Class See Item 11 of the Cover Page attached hereto (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote See Item 5 of the Cover Page attached hereto (ii) shared power to vote or to direct the vote See Item 6 of the Cover Page attached hereto (iii) sole power to dispose or to direct the disposition of See Item 7 of the Cover Page attached hereto (iv) shared power to dispose or to direct the disposition of See Item 8 of the Cover Page attached hereto Item 5 Ownership of Five Percent or Less of a Class Not applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person Not applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable Item 8 Identification and Classification of Members of the Group Not applicable Item 9 Notice of Dissolution of Group Not applicable Item 10 Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 8, 1996 Klingenstein, Fields & Co., L.P. By: Klingenstein Fields Partners L.P., its General Partner By: /s/ Jonathan Roberts ---------------------------------- Jonathan Roberts, General Partner NYFS01...:\06\56706\0001\7016\SCH50494.V90 -----END PRIVACY-ENHANCED MESSAGE-----