-----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, WIHzpLxB+IzAlUB5vpyrz8AYvhHDwQIuW5wI8tf4DGmEaUL69AOLrJefM2ihd1/W b0nvbx2vqgl9Keev1kn0wA== 0000947871-01-000160.txt : 20010327 0000947871-01-000160.hdr.sgml : 20010327 ACCESSION NUMBER: 0000947871-01-000160 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010326 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 13D SEC ACT: SEC FILE NUMBER: 005-15917 FILM NUMBER: 1579469 BUSINESS ADDRESS: STREET 1: 5 GREENWAY PLAZA STE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77252-0504 BUSINESS PHONE: 7132975000 MAIL ADDRESS: STREET 1: 5 GREENWAY PLAZA SUITE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: PENNZOIL OFFSHORE GAS OPERATORS INC /TX/ DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOELET LLC CENTRAL INDEX KEY: 0001137166 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 134035432 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 425 PARK AVE STREET 2: 28TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 425 PARK AVE STREET 2: 28TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Pogo Producing Company ---------------------- (Name of Issuer) Common Stock, par value $1.00 per share --------------------------------------- (Title of Class of Securities) 730448107 --------- (CUSIP Number) Mark Rosenbaum Goelet, LLC 425 Park Avenue 28th Floor New York, New York 10022 Telephone: (212) 588-9555 --------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) Copy to: Peter J. Rooney, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-4000 March 14, 2001 --------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [__]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess. 240.13d-7(b) for other parties to whom copies are to be sent. *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 amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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). 1 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of the Trust under Agreement dated August 26, 1930 f/b/o Beatrice G. Manice - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of New York - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 2 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of the Trust under Agreement dated July 27, 1935 f/b/o Beatrice G. Manice - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of Rhode Island - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 3 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of the Trust under the Will of Robert Walton Goelet for the benefit of Beatrice G. Manice - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of Rhode Island - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 4 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of the Trust under Agreement dated August 26, 1930 f/b/o Robert G. Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of New York - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 5 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of the Trust under Agreement dated July 27, 1935 f/b/o Robert G. Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of Rhode Island - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 6 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of the Trust under the Will of Robert Walton Goelet f/b/o Robert G. Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of Rhode Island - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 7 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of the Trust under Agreement dated July 27, 1935 f/b/o Francis Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of Rhode Island - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 8 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of the Trust under Agreement dated December 18, 1931 f/b/o John Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of New York - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 9 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of the Trust under Agreement dated December 17, 1976 f/b/o grandchildren of John Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of New York - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 10 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of the Trust under Agreement dated July 27, 1935 f/b/o John Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of Rhode Island - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 11 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of the Trust under the Will of Robert Walton Goelet f/b/o John Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of Rhode Island - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 12 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Robert G. Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 13 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person John H. Manice - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 14 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of the Trust under Agreement dated September 4, 1980 f/b/o Anne de La Haye Jousselin - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of New York - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 15 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Robert G. Manice - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 16 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Amelia M. Berkowitz - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 17 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Pamela Manice - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 18 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Alexandra Gardiner Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 19 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Robert Gardiner Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 20 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Philip Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 21 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Christopher Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 22 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Gilbert Kerlin - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 23 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Windward Oil & Gas Corporation - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 24 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Arthur N. Field - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 25 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Alexandra C. Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 26 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Henrietta Goelet - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America and United Kingdom - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 27 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Edmond de La Haye Jousselin - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization France - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 28 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Robert S. Rich - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 29 CUSIP No. 730448107 - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Goelet, LLC - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of Delaware - -------------------------------------------------------------------------------- 7. Number of Sole Voting Power Shares 0 8. Beneficially ----------------------------------------------- Owned Shared Voting Power By 0 9. Each ----------------------------------------------- Reporting Sole Dispositive Power Person 0 With ----------------------------------------------- 10. Shared Dispositive Power 12,615,816 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,615,816 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [__] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 23.6% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 30 Item 1. Security and Issuer The class of equity securities to which this joint statement on Schedule 13D relates is the common stock, par value $1.00 per share (the "Pogo Common Stock" or the "Shares") of Pogo Producing Company, a Delaware corporation ("Pogo") with its principal executive offices at 5 Greenway Plaza, Suite 2700, Houston, Texas 77046. Item 2. Identity and Background This statement is filed on behalf of the group of former shareholders of NORIC Corporation, a New York corporation ("NORIC"), consisting of certain trusts for the benefit of the descendants of Robert Walton Goelet, the trustees of such trusts, as well as Arthur Field, Gilbert Kerlin and his affiliate, Windward Oil & Gas Corporation, a Delaware corporation, all listed below (collectively, the "Group"). If no address is given, the person's business address is c/o Goelet, LLC, 425 Park Avenue, 28th floor, New York, New York 10022. Robert G. Goelet, Philip Goelet, Edmond de La Haye Jousselin, John H. Manice and Pamela Manice are trustees of the following trusts for the benefit of Beatrice G. Manice: (i) Trust under Agreement dated August 26, 1930, (ii) Trust under Agreement dated July 27, 1935, and (iii) Trust under the Will of Robert Walton Goelet. Alexandra C. Goelet, Philip Goelet and Edmond de La Haye Jousselin are trustees of the following trusts for the benefit of Robert G. Goelet: (i) Trust under Agreement dated August 26, 1930, (ii) Trust under Agreement dated July 27, 1935 and (iii) Trust under the Will of Robert Walton Goelet. In addition, Robert G. Goelet is a trustee of the trust under the Will of Robert Walton Goelet for the benefit of Robert G. Goelet. Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin are trustees of the trust under Agreement dated July 27, 1935 for the benefit of Francis Goelet. Robert G. Goelet, Christopher Goelet, Philip Goelet, Edmond de La Haye Jousselin and Robert S. Rich are trustees of the following trusts for the benefit of John Goelet: (i) Trust under Agreement dated December 18, 1931, (ii) Trust under Agreement dated July 27, 1935 and (iii) Trust under the Will of Robert Walton Goelet. Henrietta Goelet and Robert S. Rich are trustees of the trust under Agreement dated December 17, 1976 for the benefit of grandchildren of John Goelet. Amelia M. Berkowitz, Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin are trustees of the trust under Agreement dated September 4, 1980 for the benefit of Anne de La Haye Jousselin. Robert G. Goelet is the Chairman of Goelet, LLC. John H. Manice is a consultant at Strategen, LLC, located at 405 Park Avenue, Suite 1701, New York, NY 10022. Strategen, LLC is engaged in the business of healthcare consulting. Robert G. Manice is a self-employed artist. His business address is 305 Newbury Street, Boston, MA 02116. Pamela Manice is an educator. 31 Alexandra Gardiner Goelet is an investment banker at JP Morgan Chase & Co., located at 270 Park Avenue, New York, NY 10017. JP Morgan Chase & Co. is engaged in the business of financial services and banking. Robert Gardiner Goelet is a full-time student. Philip Goelet is an executive at Red Abbey, LLC, located at 2330 West Joppa Road, Suite 330, Lutherville, MD 21093. Red Abbey, LLC is engaged in the business of biotechnology investment and management. Christopher Goelet is an executive at Red Abbey, LLC, located at 2330 West Joppa Road, Suite 330, Lutherville, MD 21093. Red Abbey, LLC is engaged in the business of biotechnology investment and management. Gilbert Kerlin is an attorney at the law firm of Shearman & Sterling, located at 599 Lexington Avenue, New York, NY 10022. Windward Oil & Gas Corporation, a Delaware corporation, is engaged in the business of oil and gas exploration and development, with the address of its principal business at 4605 Post Oak Place Drive, Suite 220, Houston, Texas 77027. The names of the executive officers of Windward Oil & Gas Corporation are set forth below: Gilbert Kerlin Director and President Randall K. Sadler Director, Secretary and Tressurer Michael Becci Director James A. Winne Director Arthur N. Field is an attorney at the law firm Shearman & Sterling located at 599 Lexington Avenue, New York, New York 10022. Amelia M. Berkowitz, Alexandra C. Goelet and Henrietta Goelet are homemakers. Edmond de La Haye Jousselin is an executive at Worms Asset Management, located at 55 Rue de La Boetie, Paris 75008, France. Worms Asset Management is engaged in the financial services business. Robert S. Rich is an executive at The Antelope Company, located at 555 Seventeenth Street, Suite 2400, Denver, CO 80202. The Antelope Company is engaged in the management services business. Goelet, LLC is a Delaware limited liability company engaged in the business of financial services and management. The names of the executive officers of Goelet, LLC are set forth below: Robert W. Kiley President and Chief Operating Officer Mark Rosenbaum Vice President, Chief Financial Officer, Treasurer and Assistant Secretary 32 During the last five years, none of the members of the Group or the executive officers of Goelet, LLC has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities law or finding any violations with respect to such laws. For item (f), see cover pages 2 through 30. Item 3. Source and Amount of Funds and Other Consideration Members of the Group acquired beneficial ownership of 12,615,816 shares of Pogo Common Stock in connection with the merger of NORIC with and into Pogo (the "Merger") consummated on March 14, 2001 pursuant to the Agreement and Plan of Merger, dated November 19, 2000, among Pogo, NORIC, and shareholders of NORIC (the "Merger Agreement") in exchange for all of the outstanding shares of NORIC that they surrendered in the Merger. Item 4. Purpose of Transaction Members of the Group acquired beneficial ownership of 12,615,816 shares of Pogo Common Stock in connection with the Merger in exchange for the shares that members of the Group held in NORIC. Members of the Group acquired the Pogo Common Stock solely for investment purposes and they currently have no plans or proposals that relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4. In addition, members of the Group entered into a Standstill and Voting Agreement with Pogo, dated March 14, 2001 (the "Standstill and Voting Agreement") whereby members of the Group agreed, among others, not to acquire additional Pogo Common Stock, not to propose extraordinary corporate transactions, not to seek to change the board of directors of Pogo and to vote all their Pogo Common Stock in accordance with the recommendation of the board of directors of Pogo or in equal proportion to the votes cast by other Pogo shareholders. Item 5. Interest in Securities of the Issuer (a) In the aggregate, the Group beneficially owns 12,615,816 shares of Pogo Common Stock, representing 23.6% of the outstanding Pogo Common Stock. (b) The Registration Rights Agreement, dated March 14, 2001, among Pogo and members of the Group (the "Registration Rights Agreement"), requires the members of the Group to cooperate with respect to the disposition of their shares on the public markets, therefore the members of the Group have shared dispositive power with respect to all 12,615,816 shares and sole dispositive power with respect to none of the shares. The Standstill and Voting Agreement requires the group to vote their shares either (i) in accordance with the recommendation of the board of directors of Pogo or (ii) in equal proportion to the votes cast by Pogo shareholders that are not members of the Group. Therefore, the members of the Group have sole voting power with respect to none of the Shares and shared voting power with respect to none of the Shares. Each member of the Group disclaims beneficial ownership of the Shares not owned by either (i) such member, (ii) a trust of which such member is a trustee or (iii) a controlled affiliate 33 of such member. Accordingly, (1) the Trust under Agreement dated August 26, 1930 for the benefit of Beatrice G. Manice disclaims beneficial ownership of 10,837,262 Shares, (2) the Trust under Agreement dated July 27, 1935 for the benefit of Beatrice G. Manice disclaims beneficial ownership of 12,044,138 Shares, (3) the Trust under the Will of Robert Walton Goelet for the benefit of Beatrice G. Manice disclaims beneficial ownership of 12,234,697 Shares, (4) the Trust under Agreement dated August 26, 1930 for the benefit of Robert G. Goelet disclaims beneficial ownership of 10,837,262 Shares, (5) the Trust under Agreement dated July 27, 1935 for the benefit of Robert G. Goelet disclaims beneficial ownership of 12,044,138 Shares, (6) the Trust under the Will of Robert Walton Goelet disclaims beneficial ownership of 12,044,138 Shares, (7) the Trust under Agreement dated July 27, 1935 for the benefit of Francis Goelet disclaims beneficial ownership of 12,044,138 Shares, (8) the Trust under Agreement dated December 18, 1931 for the benefit of John Goelet disclaims beneficial ownership of 11,281,901 Shares, (9) the Trust under Agreement dated December 17, 1976 for the benefit of grandchildren of John Goelet disclaims beneficial ownership of 12,171,178 Shares, (10) the Trust under Agreement dated July 27, 1935 for the benefit of John Goelet disclaims beneficial ownership of 12,044,138 Shares, (11) the Trust under the Will of Robert Walton Goelet for the benefit of John Goelet disclaims beneficial ownership of 12,139,418 Shares, (12) the Trust under Agreement dated September 4, 1980 for the benefit of Anne de La Haye Jousselin disclaims beneficial ownership of 12,533,061 Shares, (13) Robert G. Goelet disclaims beneficial ownership of 5,594,082 Shares, (14) John H. Manice disclaims beneficial ownership of 9,813,768 Shares, (15) Robert G. Manice disclaims beneficial ownership of 12,577,704 Shares, (16) Amelia M. Berkowitz disclaims beneficial ownership of 12,462,364 Shares, (17) Pamela Manice disclaims beneficial ownership of 9,803,863 Shares, (18) Alexandra Gardiner Goelet disclaims beneficial ownership of 12,568,176 Shares, (19) Robert Gardiner Goelet disclaims beneficial ownership of 12,568,176 Shares, (20) Philip Goelet disclaims beneficial ownership of 3,750,752 Shares, (21) Christopher Goelet disclaims beneficial ownership of 10,063,183 Shares, (22) Gilbert Kerlin disclaims beneficial ownership of 10,532,368 Shares, (23) Windward Oil & Gas Corporation disclaims beneficial ownership of 12,025,118 Shares, (24) Arthur N. Field disclaims beneficial ownership of 12,601,461 Shares (25) Alexandra C. Goelet disclaims beneficial ownership of 9,693,906 Shares, (26) Henrietta Goelet disclaims beneficial ownership of 12,171,178 Shares, (27) Edmond de La Haye Jousselin disclaims beneficial ownership of 3,926,131 Shares, (28) Robert S. Rich disclaims beneficial ownership of 9,789,187 Shares and (29) Goelet, LLC disclaims beneficial ownership of all 12,615,816 Shares. The Shares beneficially owned by Robert G. Manice include 8,451 Shares held by him as custodian for his three minor children under the New York Uniform Transfers to Minors Act. (c) Except as described herein, there were no Pogo Common Stock transactions effected during the past 60 days by the members of the Group. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Members of the Group and Pogo are parties to the Registration Rights Agreement and the Standstill and Voting Agreement with respect to the Pogo Common Stock acquired in the Merger by members of the Group. The Standstill and Voting Agreement provides 34 that the members of the Group (i) will not purchase or otherwise acquire any additional Pogo Common Stock, (ii) propose any merger, tender or exchange offer, restructuring or other business combination or joint venture transaction involving Pogo, (iii) propose to purchase any material portion of Pogo's assets, (iv) solicit proxies or participate in election contests with respect to the election of directors, or join forces with any other party to a proxy solicitation or election contest, (v) initiate stockholder meetings, (vi) seek to amend Pogo's Restated Certificate of Incorporation or By-laws, (vii) induce or encourage anyone to propose a change of control contest for Pogo, or (viii) seek to affect or influence Pogo's board of directors or management or to remove any director from Pogo's board. The Standstill and Voting Agreement also provides that members of the Group will, at all shareholders' meetings, vote all their Pogo Common Stock either in accordance with the recommendation of the board of directors of Pogo, or in equal proportion to the votes cast by other Pogo shareholders. In order to facilitate this process, the Standstill and Voting Agreement grants an irrevocable proxy to Goelet, LLC, the initial shareholders representative to vote the Group's shares in this manner at any Pogo shareholders' meeting. The Standstill and Voting Agreement also provides that members of the Group may not sell, give or transfer their Pogo Common Stock to any other person except pursuant to the procedures set forth in the Registration Rights Agreement discussed below or to a person who, following any transfer, will own less than 5% of Pogo's voting securities, is not a member of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act, and has not announced any accumulation of Pogo's voting securities for the purpose of effecting a change of control of Pogo or for any of the other purposes described above. The Registration Rights Agreement provides for certain registration rights of the members of the Group with respect to their Pogo Common Stock that have not been registered under the Securities Act of 1933 requiring Pogo to register for resale under the Securities Act of 1933, as amended, the shares of Pogo Common Stock issued to stockholders of NORIC in the Merger. Pogo must use its reasonable best efforts to accomplish this registration no later than September 11, 2001. The registration statement may be used by members of the Group: - to sell the shares of Pogo Common Stock issued to them in the Merger from time to time, subject to a limitation of 1,000,000 shares during any period of 90 consecutive days during the twelve-month period that begins on September 11, 2001, and - on request of at least 50% of the holders of the Shares, to sell shares of Pogo Common Stock issued to them in the Merger in one underwritten public offering of not less than 4,000,000 nor more than 7,000,000 Shares. This demand registration right, that can be exercised during the period from September 11, 2001 through March 14, 2003. In addition, the Registration Rights Agreement requires Pogo to include, if the holders request, shares of Pogo Common Stock issued to them in the Merger in any registration statement it files to sell Pogo Common Stock itself or for the account of other stockholders. The Registration Rights Agreement further provides that the members of the Group are not permitted to sell, pursuant to the registration statement or Rule 144, more than 1,000,000 shares of Pogo Common Stock during any period of 90 consecutive days during the twelve-month period 35 beginning September 11, 2001. It also provides that each holder participating in an underwritten offering must enter into a customary lock-up agreement under which the holder agrees not to sell shares of Pogo Common Stock for a period up to 90 days after the closing of the relevant offering. Item 7. Material to be Filed as Exhibits 1. Joint Filing Agreement, as required by Rule 13d-1(k). 2. Agreement and Plan of Merger, dated November 19, 2000, incorporated by reference to Annex A to the Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 12, 2001 by Pogo Producing Company. 3. Power of Attorney incorporated by reference to Annex A to the Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 12, 2001 by Pogo Producing Company. 4. Standstill and Voting Agreement, dated March 14, 2001. 5. Registration Rights Agreement, dated March 14, 2001. 36 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. Date: March 23, 2001 ROBERT G. GOELET /s/ Robert S. Goelet* ----------------------------------- Individually and as Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice; (d) the Trust u/w of Robert Walton Goelet f/b/o Robert G. Goelet; (e) the Trust u/a dated July 27, 1935 f/b/o Francis Goelet; (f) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (g) the Trust u/a dated July 27, 1935 f/b/o John Goelet; (h) the Trust u/w of Robert Walton Goelet f/b/o John Goelet; and (i) the Trust u/a dated September 4, 1980, as amended, f/b/o Anne de La Haye Jousselin JOHN H. MANICE /s/ John H. Manice* ----------------------------------- Individually, and as Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; and (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice ROBERT G. MANICE /s/ Robert G. Manice* ------------------------------------ AMELIA M. BERKOWITZ /s/ Amelia M. Berkowitz* ----------------------------------- Individually and as Trustee of the Trust u/a dated September 4, 1980, as amended, f/b/o Anne de La Haye Jousselin 37 PAMELA MANICE /s/ Pamela Manice* ----------------------------------- Individually and as Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; and (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice ALEXANDRA GARDINER GOELET /s/ Alexandra Gardiner Goelet* ------------------------------------ ROBERT GARDINER GOELET /s/ Robert Gardiner Goelet* ------------------------------------ PHILIP GOELET /s/ Philip Goelet* ----------------------------------- Individually and as Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice; (d) the Trust u/a dated August 26, 1930 f/b/o Robert G. Goelet; (e) the Trust u/a dated July 27, 1935 f/b/o Robert G. Goelet; (f) the Trust u/w of Robert Walton Goelet f/b/o Robert G. Goelet; (g) the Trust u/a dated July 27, 1935 f/b/o Francis Goelet; (h) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (i) the Trust u/a dated July 27, 1935 f/b/o John Goelet; (j) the Trust u/w of Robert Walton Goelet f/b/o John Goelet; and (k) the Trust u/a dated September 4, 1980, as amended, f/b/o Anne de La Haye Jousselin 38 CHRISTOPHER GOELET /s/ Christopher Goelet* ----------------------------------- Individually and as Trustee of (a) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (b) the Trust u/a dated July 27, 1935 f/b/o John Goelet; and (c) the Trust u/w of Robert Walton Goelet f/b/o John Goelet GILBERT KERLIN /s/ Gilbert Kerlin* ------------------------------------ WINDWARD OIL & GAS CORPORATION /s/ Gilbert Kerlin* ------------------------------------ By: Gilbert Kerlin ARTHUR N. FIELD /s/ Arthur N. Field* ------------------------------------ HENRIETTA GOELET /s/ Henrietta Goelet* ----------------------------------- As Trustee of the Trust u/a dated December 17, 1976 f/b/ograndchildren of John Goelet ALEXANDRA C. GOELET /s/ Alexandra C. Goelet* ----------------------------------- As Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Robert G. Goelet; (b) the Trust u/a dated July 27, 1935 f/b/o Robert G. Goelet; and (c) the Trust u/w Robert Walton Goelet f/b/o Robert G. Goelet 39 EDMOND DE LA HAYE JOUSSELIN /s/ Edmond de La Haye Jousselin* ----------------------------------- As Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice; (d) the Trust u/a dated August 26, 1930 f/b/o Robert G. Goelet; (e) the Trust u/a dated July 27, 1935 f/b/o Robert G. Goelet; (f) the Trust u/w of Robert Walton Goelet f/b/o Robert G. Goelet; (g) the Trust u/a dated July 27, 1935 f/b/o Francis Goelet; (h) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (i) the Trust u/a dated July 27, 1935 f/b/o John Goelet; (j) the Trust u/w of Robert Walton Goelet f/b/o John Goelet; and (k) the Trust u/a dated September 4, 1980, as amended, f/b/o Anne de La Haye Jousselin ROBERT S. RICH /s/ Robert S. Rich* ----------------------------------- As Trustee of (a) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (b) the Trust u/a dated July 27, 1935 f/b/o John Goelet; (c) the Trust u/w of Robert Walton Goelet f/b/o John Goelet; and (d) the Trust u/a dated December 17, 1976 f/b/o grandchildren of John Goelet 40 GOELET, LLC /s/ Robert W. Kiley ------------------------------------- By: Robert W. Kiley Its: President and Chief Operating Officer /s/ Mark Rosenbaum ------------------------------------ By: Mark Rosenbaum Its: Chief Financial Officer and Treasurer *GOELET, LLC Attorney-in-fact /s/ Robert W. Kiley ------------------------------------ By: Robert W. Kiley Its: President and Chief Operating Officer /s/ Mark Rosenbaum ------------------------------------ By: Mark Rosenbaum Its: Chief Financial Officer and Treasurer 41 EX-1 2 0002.txt JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D dated March 23, 2001 and amendments hereto (the "Statement") with respect to shares of common stock, par value $1.00 per share (the "Common Stock") of Pogo Producing Company is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13(d)-1(k) under the Securities Exchange Act of 1934, as amended (the "Act"), and further agree that this Joint Filing Agreement be included as an exhibit to this Statement. Date: March 23, 2001 ROBERT G. GOELET /s/ Robert S. Goelet* ----------------------------------- Individually and as Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice; (d) the Trust u/w of Robert Walton Goelet f/b/o Robert G. Goelet; (e) the Trust u/a dated July 27, 1935 f/b/o Francis Goelet; (f) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (g) the Trust u/a dated July 27, 1935 f/b/o John Goelet; (h) the Trust u/w of Robert Walton Goelet f/b/o John Goelet; and (i) the Trust u/a dated September 4, 1980, as amended, f/b/o Anne de La Haye Jousselin JOHN H. MANICE /s/ John H. Manice* ----------------------------------- Individually, and as Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; and (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice ROBERT G. MANICE /s/ Robert G. Manice* ------------------------------------ AMELIA M. BERKOWITZ /s/ Amelia M. Berkowitz* ----------------------------------- Individually and as Trustee of the Trust u/a dated September 4, 1980, as amended, f/b/o Anne de La Haye Jousselin 1 PAMELA MANICE /s/ Pamela Manice* ----------------------------------- Individually and as Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; and (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice ALEXANDRA GARDINER GOELET /s/ Alexandra Gardiner Goelet* ------------------------------------ ROBERT GARDINER GOELET /s/ Robert Gardiner Goelet* ------------------------------------ PHILIP GOELET /s/ Philip Goelet* ----------------------------------- Individually and as Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice; (d) the Trust u/a dated August 26, 1930 f/b/o Robert G. Goelet; (e) the Trust u/a dated July 27, 1935 f/b/o Robert G. Goelet; (f) the Trust u/w of Robert Walton Goelet f/b/o Robert G. Goelet; (g) the Trust u/a dated July 27, 1935 f/b/o Francis Goelet; (h) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (i) the Trust u/a dated July 27, 1935 f/b/o John Goelet; (j) the Trust u/w of Robert Walton Goelet f/b/o John Goelet; and (k) the Trust u/a dated September 4, 1980, as amended, f/b/o Anne de La Haye Jousselin 2 CHRISTOPHER GOELET /s/ Christopher Goelet* ----------------------------------- Individually and as Trustee of (a) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (b) the Trust u/a dated July 27, 1935 f/b/o John Goelet; and (c) the Trust u/w of Robert Walton Goelet f/b/o John Goelet GILBERT KERLIN /s/ Gilbert Kerlin* ------------------------------------ WINDWARD OIL & GAS CORPORATION /s/ Gilbert Kerlin* ------------------------------------ By: Gilbert Kerlin ARTHUR N. FIELD /s/ Arthur N. Field* ------------------------------------ HENRIETTA GOELET /s/ Henrietta Goelet* ----------------------------------- As Trustee of the Trust u/a dated December 17, 1976 f/b/ ograndchildren of John Goelet ALEXANDRA C. GOELET /s/ Alexandra C. Goelet* ----------------------------------- As Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Robert G. Goelet; (b) the Trust u/a dated July 27, 1935 f/b/o Robert G. Goelet; and (c) the Trust u/w Robert Walton Goelet f/b/o Robert G. Goelet 3 EDMOND DE LA HAYE JOUSSELIN /s/ Edmond de La Haye Jousselin* ----------------------------------- As Trustee of (a) the Trust u/a dated August 26, 1930 f/b/o Beatrice G. Manice; (b) the Trust u/a dated July 27, 1935 f/b/o Beatrice G. Manice; (c) the Trust u/w of Robert Walton Goelet f/b/o Beatrice G. Manice; (d) the Trust u/a dated August 26, 1930 f/b/o Robert G. Goelet; (e) the Trust u/a dated July 27, 1935 f/b/o Robert G. Goelet; (f) the Trust u/w of Robert Walton Goelet f/b/o Robert G. Goelet; (g) the Trust u/a dated July 27, 1935 f/b/o Francis Goelet; (h) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (i) the Trust u/a dated July 27, 1935 f/b/o John Goelet; (j) the Trust u/w of Robert Walton Goelet f/b/o John Goelet; and (k) the Trust u/a dated September 4, 1980, as amended, f/b/o Anne de La Haye Jousselin ROBERT S. RICH /s/ Robert S. Rich* ----------------------------------- As Trustee of (a) the Trust u/a dated December 18, 1931 f/b/o John Goelet; (b) the Trust u/a dated July 27, 1935 f/b/o John Goelet; (c) the Trust u/w of Robert Walton Goelet f/b/o John Goelet; and (d) the Trust u/a dated December 17, 1976 f/b/o grandchildren of John Goelet 4 GOELET, LLC /s/ Robert W. Kiley ------------------------------------- By: Robert W. Kiley Its: President and Chief Operating Officer /s/ Mark Rosenbaum ------------------------------------ By: Mark Rosenbaum Its: Chief Financial Officer and Treasurer *GOELET, LLC Attorney-in-fact /s/ Robert W. Kiley ------------------------------------ By: Robert W. Kiley Its: President and Chief Operating Officer /s/ Mark Rosenbaum ------------------------------------ By: Mark Rosenbaum Its: Chief Financial Officer and Treasurer EX-4 3 0003.txt STANDSTILL AND VOTING AGREEMENT Exhibit 4 STANDSTILL AND VOTING AGREEMENT THIS STANDSTILL AND VOTING AGREEMENT is dated as of March 14, 2001 (this "Agreement") between Pogo Producing Company, a Delaware corporation (the "Company"), and the Shareholders (as defined below) who are signatories hereto. W I T N E S S E T H: WHEREAS, in connection with that certain Merger Agreement among the Company, NORIC Corporation, a New York corporation ("NORIC") and the Shareholders of NORIC named therein (the "Merger Agreement"), dated November 19, 2000, the parties have agreed that NORIC would be acquired by the Company through the Merger of NORIC with and into the Company on the terms set forth therein (the "Merger"), WHEREAS, pursuant to the Merger Agreement, upon consummation of the Merger, the Shareholders will receive in exchange for their shares of common stock of NORIC, the number of shares of common stock, par value $1.00 per share, of the Company ("Common Stock"), as is set forth opposite each Shareholders' name on Exhibit A (the "Shares") and WHEREAS, the Shareholders and the Company desire to set forth herein their agreement with respect to the restrictions on acquisitions of additional Common Stock, restriction on voting, and certain other covenants applicable to the Shares; NOW, THEREFORE, in consideration of the premises and the mutual obligations, covenants and agreements herein contained, the parties hereto agree as follows: Section 1. Definitions. 1.1 Certain Defined Terms. For purposes of this Agreement, the following terms shall have the following meanings (all terms defined in this Section 1.1 or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa): "Affiliate" shall mean any corporation, partnership or other Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with any Shareholder, and shall include any Person acting on behalf of any Shareholder or affiliates of either of them, as the case may be. For purposes of the preceding sentence, "control" (including the terms "controlling," "controlled by" and "under common control with") means possession, directly or indirectly, of the power to direct or cause direction of management and policies of a Person through ownership of equity, by contract, pursuant to a voting trust or otherwise. "Associate" shall have the meaning assigned to such term in Rule 12b-2 under the Exchange Act, as in effect on the date hereof. "Beneficial owner" or "beneficially owned" or "beneficial ownership" shall have the meaning assigned to such terms in Rule 13d-3 under the Exchange Act, as in effect on the date hereof. "Common Stock" shall have the meaning set forth in the recitals. "Company" shall have the meaning set forth in the recitals. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Matter" shall mean any item that comes before the holders of Voting Securities at a regular, annual, or special meeting of holders of Voting Securities, or that comes before them by written consent, whether for majority, plurality, unanimous or other vote, and whether or not duly announced by notice or agenda. "Matter" shall include, but not be limited to: the election of directors, the calling, postponement, or adjournment of meetings; the sale of the Company's stock or assets; any merger, consolidation, dissolution, liquidation or business combination of the Company; the adoption of amendments to the Company's charter or bylaws; any change in the authorized capital structure of the Company or of the classes or series of shares authorized or of the rights, privileges and preferences thereof; the issuance of debt securities of the Company; the adoption of any employee benefit or incentive plan, the selection or approval of independent public accountants, or the execution of a loan or line of credit agreement by the Company. "Person" shall mean any association, corporation, company, group or partnership or other entity or individual. "Registration Rights Agreement" shall mean that certain Registration Rights Agreement dated as of the date hereof between the Company and the Shareholders. "Shareholder Representative" shall have the meaning set forth in the Registration Rights Agreement. "Shareholders" shall mean those certain stockholders of the Company who are parties to this Agreement, the Merger Agreement or the Registration Rights Agreement (each a "Shareholder" and collectively the "Shareholders"). "Voting Securities" shall mean Common Stock and any other securities of the Company or any of its successors entitled to vote generally in the election of directors, and securities exercisable for and convertible into such securities, in each case now or hereafter outstanding. Section 2. Agreements of the Shareholders. 2.1 Standstill Agreement. Each of the Shareholders agrees that, so long as this Agreement remains in effect, neither he, she nor it, nor any of his, her or its Affiliates or Associates shall, directly or indirectly: (a) (i) in any manner acquire or offer to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any Voting Securities, or (ii) propose to enter into, directly or indirectly, any merger, tender or exchange offer, restructuring or business combination or joint venture transaction involving the Company or any of its subsidiaries or the assets of the Company or any of its subsidiaries, or (iii) propose to 2 purchase, directly or indirectly, a material portion of the assets of the Company or any of its subsidiaries; (b) "solicit," or participate in the "solicitation" of, "proxies" (as such terms are defined or used in Rule 14a-1 under the Exchange Act) in opposition to the recommendation of the majority of the Board of Directors of the Company or become a participant in an election contest with respect to the election of directors of the Company or otherwise influence or affect the vote of any stockholder; (c) form, join or participate in a partnership, limited partnership, syndicate or other "group" (as defined in Section 13(d)(3) of the Exchange Act) or enter into any contract, arrangement, understanding or relationship or otherwise act in concert with any other person for the purpose of acquiring, holding, voting or disposing of Voting Securities; (d) seek to appoint, elect or remove any member of the Board of Directors of the Company or seek to affect or influence the Company's management, Board of Directors, business or affairs or make any public statements proposing or suggesting any change in the Board of Directors or management of the Company or its business or affairs or any action taken by the Board of Directors or management of the Company; (e) initiate or propose to the holders of Voting Securities, or otherwise solicit their approval of, any proposal, resolution or Matter to be voted on by the holders of Voting Securities; (f) ask the Company to, or seek to cause the Company (or its directors) to, call a special meeting of stockholders to amend the Company's charter or bylaws or any other governing documents; (g) initiate, induce or attempt to induce or encourage another Person to propose a tender or exchange offer or change of control of the Company; (h) make any public statements (or statements that must be publicly disclosed) inconsistent with the provisions of this Agreement; or (i) disclose any intention, plan or arrangement to take any of the actions enumerated in clauses (a) through (h) above or participate in, aid or abet or otherwise induce or attempt to induce or encourage any person to take any of the actions enumerated in clauses (a) through (h) above or take any other action inconsistent with the foregoing. 2.2 Voting. With respect to all Matters, the Shareholders will vote all Voting Securities either (1) in accordance with the recommendation of the Board of Directors or (2) in equal proportion to the votes cast by stockholders of the Company who are not parties to this Agreement. 2.3 Irrevocable Proxy and Power of Attorney. To facilitate the operation of this Agreement, each Shareholder hereby grants to the Shareholder Representative an irrevocable 3 proxy and power of attorney to vote all such Shareholder's Shares on all Matters in accordance with Section 2.2 hereof. Such proxy shall be durable and shall continue in force until terminated in writing by the Shareholder Representative by notice to the Company and the Shareholders, and such proxy shall be deemed coupled with an interest. Termination of the proxy with respect to some or all Shares will not affect any proxy respecting any other Shares and will not terminate this Agreement. The Shareholder Representative's exercise of his proxy will extinguish any prior proxy granted by any Shareholder. The foregoing proxy and power of attorney is intended to be a durable power of attorney and shall survive, and shall not be affected by, the subsequent death, incompentency, disability, incapacity, bankruptcy or termination of any Shareholder and shall bind each Shareholder's heirs, personal representatives, executors, administrators and assigns. 2.4 Disposition of Shares. Until the date which is two years following the Closing Date of the Merger Agreement, no Shareholder will sell, transfer, give, donate, bequeath or otherwise dispose of Shares except: 2.4.1 Pursuant to the procedures set forth in the Registration Rights Agreement, including without limitation that no public resales may be made (other than pursuant to a Public Offering (as defined in the Registration Rights Agreement) in which shareholders participate under Section 2.4 of the Registration Rights Agreement) until the 181st day following the Effective Time (as defined in the Registration Rights Agreement) and that any public resales during the twelve-month period specified in Section 2.6 of the Registration Rights Agreement shall be subject to the volume limitations specified in such Section 2.6; or 2.4.2 To a Person who (1) upon closing of such transfer will own less than 5% of the Voting Securities and (2) is not a member of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) or an Affiliate or an Associate of a member of such a "group" and (3) has not publicly announced that he, she or it is accumulating Voting Securities for any of the purposes set forth in Section 2.1 hereof, provided that as a condition to such transfer, the Company shall be provided such documentation as it may reasonably request, including an opinion of counsel, to the effect that such transfer does not require registration under the Securities Act of 1933 or any applicable state securities law. 2.5 Addition of New Shareholders. Additional Persons may be added as parties to this Agreement, and will be deemed to have agreed to the provisions hereof, upon execution and delivery to the Company of a copy of this Standstill and Voting Agreement executed by such Persons and by delivery to the Company supplemental forms of Exhibit A, containing as to such Persons the information required by Exhibit A (namely, name, address for notice, and number of Shares owned) for attachment to this Agreement. Upon such delivery such persons shall be "Shareholders" for all purposes hereof, and the Common Stock identified on Exhibit A by such Stockholders shall be "Shares" for all purposes hereof, until terminated as provided herein. 4 Section 3. Term of Agreement. This Agreement shall continue in full force and effect until the Shareholders and their Affiliates and Associates collectively beneficially own less than 10% of the Voting Securities. Section 4. General. 4.1 Remedies. Each of the parties hereto acknowledge and agree that the Company would be irreparably damaged if any of the provisions of this Agreement are not performed by the other parties hereto in accordance with their specific terms or are otherwise breached, and that money damages alone would not be easily calculable and would not be a sufficient remedy for any breach of this Agreement. Accordingly, the Company shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement by the other parties hereto, in addition to all other remedies available at law or in equity. 4.2 Amendments; Waivers. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the Company and the Shareholders. 4.3 Notices. All notices and other communications hereunder shall be given in writing and delivered personally, by registered or certified mail (postage prepaid, return receipt requested), by overnight courier (postage prepaid), facsimile transmission or similar means, to the party to receive such notices or communications at the address set forth below (or such other address as shall from time to time be designated by such party to the other parties by like notice): If to the Company: Pogo Producing Company 5 Greenway Plaza, Suite 2700 P.O. Box 2504 Houston, Texas 77252-2504 Telecopy: (713) 297-4970 Attention: Gerald A. Morton, Vice President-Law and Corporate Secretary If to a Shareholder: To the Shareholder Representative All such notices and communications hereunder shall be deemed given when received, as evidenced by the signed acknowledgement of receipt of the person to whom such notice or communication shall have been personally delivered, the acknowledgement of receipt returned to the sender by the applicable postal authorities, the confirmation of delivery rendered by the applicable overnight courier service, or the confirmation of a successful facsimile transmission of such notice or communication. A copy of any notice or other communication given by any party to any other party hereto, with reference to this Agreement, shall be given at the same time to the other parties to this Agreement. 4.4 GOVERNING LAW. THE PARTIES TO AGREE THAT THIS AGREEMENT, AND THE RESPECTIVE RIGHTS, DUTIES AND OBLIGATIONS OF THE PARTIES 5 HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. 4.5 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. If any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. 4.6 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its rights to exercise any such or other right, power or remedy or to demand such compliance. 4.7 No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any Person (whether or not listed on Exhibit A hereto) who or which is not a party hereto. Any Person (whether or not listed on Exhibit A hereto) who or which is not a party hereto shall not be entitled to any benefit hereunder except, in the case of any Person listed on Schedule A hereto, such Person shall be entitled to become a party hereto by executing a counterpart of this Agreement. 4.8 Headings. The Section headings in this Agreement are for convenience of reference only and are not intended to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. 4.9 Warranty of Authority. Each Stockholder represents, covenants and warrants that it, he or she is the record and beneficial owner of the Shares and has the authority and power to execute this Agreement and that it, he or she is bound by the terms and conditions hereof. 4.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement. 4.11 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to its subject matter, and supersedes and replaces all prior agreements conversations, negotiations, writings or understandings of the parties in connection with such subject matter. [The remainder of this page has been intentionally left blank.] 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written. POGO PRODUCING COMPANY By: /s/ James P. Ulm, II ---------------------------------------- Name: James P. Ulm, II Title: Vice President and Chief Financial Officer THE SHAREHOLDERS LISTED ON SCHEDULE A BY GOELET, LLC, AS SHAREHOLDER REPRESENTATIVE By: /s/ Robert W. Kiley ---------------------------------------- Name: Robert W. Kiley Title: President and Chief Operating Officer By: /s/ Mark Rosenbaum ---------------------------------------- Name: Mark Rosenbaum Title: Vice President, Chief Financial Officer and Treasurer SCHEDULE A - -------------------------------------------------------------------------------- Name of Shareholder ------------------- - -------------------------------------------------------------------------------- Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin, as Trustees under Agreement dated August 26, 1930 for the benefit of Beatrice G. Manice - -------------------------------------------------------------------------------- Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin, as Trustees under Agreement dated July 27, 1935 for the benefit of Beatrice G. Manice - -------------------------------------------------------------------------------- Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin, as Trustees under the Will of Robert Walton Goelet for the benefit of Beatrice G. Manice - -------------------------------------------------------------------------------- Alexandra C. Goelet, Philip Goelet and Edmond de La Haye Jousselin, as Trustees under Agreement dated August 26, 1930 for the benefit of Robert G. Goelet - -------------------------------------------------------------------------------- Alexandra C. Goelet, Philip Goelet and Edmond de La Haye Jousselin, as Trustees under Agreement dated July 27, 1935 for the benefit of Robert G. Goelet - -------------------------------------------------------------------------------- Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin, as Trustees under the Will of Robert Walton Goelet for the benefit of Robert G. Goelet - -------------------------------------------------------------------------------- Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin, as Trustees of the Trust under Agreement dated July 27, 1935 for the benefit of Francis Goelet - -------------------------------------------------------------------------------- Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin, as Trustees of the Trust under Agreement dated December 18, 1931 for the benefit of John Goelet - -------------------------------------------------------------------------------- Henrietta Goelet and Robert S. Rich, as Trustees of the Trust under Agreement dated December 17, 1976 for the benefit of grandchildren of John Goelet - -------------------------------------------------------------------------------- 9 - -------------------------------------------------------------------------------- Name of Shareholder ------------------- - -------------------------------------------------------------------------------- Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin, as Trustees of the Trust under Agreement dated July 27, 1935 for the benefit of John Goelet - -------------------------------------------------------------------------------- Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin, as Trustees under the Will of Robert Walton Goelet for the benefit of John Goelet - -------------------------------------------------------------------------------- Robert G. Goelet - -------------------------------------------------------------------------------- John H. Manice - -------------------------------------------------------------------------------- Robert G. Goelet, Philip Goelet and Edmond de La Haye Jousselin, as Trustees of the Trust dated September 4, 1980, as amended, for the benefit of Anne de La Haye Jousselin - -------------------------------------------------------------------------------- Robert G. Manice - -------------------------------------------------------------------------------- Henry W. Manice - -------------------------------------------------------------------------------- Emily P. Manice - -------------------------------------------------------------------------------- Harriet W. Manice - -------------------------------------------------------------------------------- Amelia M. Berkowitz - -------------------------------------------------------------------------------- Pamela Manice - -------------------------------------------------------------------------------- Alexandra Gardiner Goelet - -------------------------------------------------------------------------------- Robert Gardiner Goelet - -------------------------------------------------------------------------------- Philip Goelet - -------------------------------------------------------------------------------- Christopher Goelet - -------------------------------------------------------------------------------- Gilbert Kerlin - -------------------------------------------------------------------------------- Windward Oil & Gas Corporation - -------------------------------------------------------------------------------- Arthur N. Field - -------------------------------------------------------------------------------- 10 [COUNTERPART SIGNATURE PAGE TO THE STANDSTILL AND VOTING AGREEMENT DATED _________, 2001] THE UNDERSIGNED SHAREHOLDER, listed on Exhibit A to the Standstill Agreement dated as of __________, 2000 between Pogo Producing Company, and [LIST SIGNING STOCKHOLDERS] (the "Standstill Agreement"), a copy of which is attached hereto, hereby agrees to become a party to the attached Standstill and Voting Agreement and be bound by the provisions thereof as if the undersigned was an original party thereto. IN WITNESS THEREOF, the undersigned has executed this counterpart to the Standstill and Voting Agreement on this _____ day of ____________, _______. ---------------------------------------- Name: 11 EX-5 4 0004.txt REGISTRATION RIGHTS AGREEMENT Exhibit 5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT dated as of March 14, 2000 (this "Agreement"), among POGO PRODUCING COMPANY, a Delaware corporation (the "Company"), the persons listed on Schedule A hereto and any other person who from time to time agrees to become a party to this Agreement in accordance with the provisions hereof (each person listed on Schedule A and each such other person who becomes a party hereto is referred to herein as a "Shareholder" and collectively, the "Shareholders"). W I T N E S S E T H: WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of November 19, 2000 (the "Merger Agreement"), among the Company, NORIC Corporation, a New York Corporation ("NORIC") and the Shareholders (as defined in the Merger Agreement), the parties have agreed that NORIC would be acquired by the Company through the merger of NORIC with and into the Company on the terms set forth therein (the "Merger"); WHEREAS, pursuant to the Merger Agreement, upon consummation of the Merger, the Shareholders will receive in exchange for their shares of common stock of NORIC, shares of common stock, par value $1.00 per share, of the Company ("Common Stock") which have been issued pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"); WHEREAS, the Shareholders and the Company desire to set forth herein their agreement with respect to the registration rights, and certain other related covenants, applicable to the shares of Common Stock to be issued by the Company to the Shareholders upon consummation of the Merger; and WHEREAS, pursuant to Section 12.02 of the Merger Agreement, the Shareholders irrevocably appointed Goelet, LLC as the agent, proxy and attorney-in-fact for the Shareholders to execute and deliver to the Company this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual obligations, covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. Capitalized terms used herein and not defined have the meanings assigned to such terms in the Merger Agreement. For purposes of this Agreement, the following terms shall have the meanings set forth below: "Commission" means the United States Securities and Exchange Commission or any other similar or successor agency of the United States government administering the Securities Act and the Exchange Act. "Effective Time" has the meaning specified in the Merger Agreement. "Offering" means the registration of the Company's securities under the Securities Act for sale to the public. "Prospectus" means the prospectus included in any Registration Statement, together with and including any amendment or supplement to such prospectus, covering the Offering of any portion of the Registrable Securities covered by a Registration Statement, and all material incorporated by reference in such Prospectus. "Public Offering" shall mean the offer of shares of Common Stock or securities convertible into or exchangeable for Common Stock on a broadly distributed basis, pursuant to a firm-commitment or best-efforts underwriting or purchase arrangement. "Registering Shareholder" shall mean any Shareholder that has registered any Registrable Securities under any Registration Statement. "Registrable Securities" means the Shares issued to the Shareholders pursuant to the Merger and any other securities issued by the Company to the Shareholders at any time after the closing of the Merger in respect of the Shares (and in respect of the Common Stock generally) by means of exchange, reclassification, dividend, distribution, split up, combination, subdivision, recapitalization, merger, spin-off, reorganization or otherwise; provided, however, that as to any Registrable Securities, such securities shall cease to constitute the same for purposes of this Agreement if and when (i) a registration statement with respect to the sale of such securities shall have been declared effective by the Commission and such securities shall have been sold pursuant thereto in accordance with the intended plan and method of distribution therefor set forth in the Prospectus forming part of such registration statement; (ii) such securities shall have been sold in compliance with Rule 144 under the Securities Act; (iii) such securities may be resold pursuant to Rule 144(k) under the Securities Act (or any successor provision) or all of such Shareholder's Registrable Securities may be resold in a single ninety (90) day period under Rule 144(e)(1)(i) of the Securities Act and do not require qualification under any state securities or "blue sky" law then in effect, or the use of an applicable exemption therefrom and, in each case, the Company has notified the transfer agent for the Common Stock that any restrictive legend on such Shares may be removed in connection with a transfer thereof; or (iv) such securities cease to be issued and outstanding for any reason. "Registration Statement" means any registration statement filed by the Company with the Commission covering Registrable Securities, including the Prospectus, amendments and supplements to such Registration Statement, including 2 post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statement. "Shares" means the shares of Common Stock issued by the Company to the Shareholders upon consummation of the Merger, any shares of stock or other securities into which or for which such shares of Common Stock may be changed, converted or exchanged after the Effective Time, and any other shares or securities issued to the Shareholders after the Effective Time in respect of such shares of Common Stock (or such shares of stock or other securities into which or for which such shares are so changed, converted or exchanged) upon any reclassification, stock combination, stock subdivision, stock dividend, share exchange, merger, consolidation or similar transaction. The number of shares of Common Stock issued by the Company to each Shareholder upon consummation of the Merger is set forth on Schedule A annexed hereto. "Shareholder Representative" has the meaning set forth in Section 6.2 hereof. ARTICLE II REGISTRATION RIGHTS 2.1 Registration; Public Offering. (a) The Company shall prepare and file, not later than 150 days after the Effective Time, a "shelf" Registration Statement on Form S-3 (or other appropriate form) for an offering to be made on a continuous basis pursuant to Rule 415 promulgated under the Securities Act of such number of Registrable Securities then owned by the Shareholders. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective no later than on the 181st calendar day following the Effective Time. The Company will use its reasonable best efforts to keep the Registration Statement continuously effective and usable for the resale of the Registrable Securities under the Securities Act until the earlier of (i) two (2) years from the Effective Time, (ii) the first date upon which all the Registrable Securities covered by such shelf Registration Statement have been sold pursuant to such shelf Registration Statement or (iii) the first date upon which all the Registrable Securities cease to be outstanding for any reason. (b) If during the period from the 181st day following the Effective Time through the second anniversary of the Effective Time, the Shareholder Representative, upon the request of the Shareholders holding at least 50% of the Registrable Securities, shall request the Company in writing (a "Demand") to permit the use of the shelf Registration Statement for a Public Offering of a specified number of Registrable Securities, the Company shall, subject to the provisions of Section 3.1(b), use its reasonable best efforts to take such action as may be necessary to enable the requesting shareholders to effect a Public Offering of the Registrable Securities requested to be included in the Public Offering; provided that the number of Registrable Securities requested to be distributed pursuant to such Demand shall not be less than 4,000,000 and shall not exceed 7,000,000 and provided further that the number of shares of Registrable Securities each Shareholder will be entitled to have included in such Public Offering 3 pursuant to this Section 2.1 shall be allocated among all Shareholders requesting to participate in such Public Offering in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each requesting Shareholder at the time of the Public Offering. Except as provided in Section 2.1(b), the manner of distribution for Registrable Securities included in the shelf Registration Statement shall not include a Public Offering. (c) In connection with any Demand under Section 2.1(b), the Shareholder Representative shall enter into an underwriting agreement and other ancillary agreements (such as a custody agreement) in customary form with the underwriter or underwriters. The Shareholder Representative will select the lead underwriter for such offering from the list of institutions set forth on Schedule B hereto or their successors and the Company shall select the co-manager for such offering from the institutions on such list or their successors. No Shareholders shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Shareholder, the Registrable Securities of such Shareholder and such Shareholder's intended method of distribution and any other representations required by law or reasonably required by the underwriter. If any Shareholder of Registrable Securities disapproves the terms of the underwriting, such Shareholder may elect to withdraw all its Registrable Securities by written notice to the Company, the managing underwriter and the Shareholder Representative. (d) In the event that, pursuant to Section 6.10 of the Merger Agreement, the issuance of Purchaser Common Stock in the Merger is registered under the Securities Act on Form S-4, the registration otherwise required by this Section 2.1 may be accomplished by providing for the resales required to be registered pursuant to this Section 2.1 in the prospectus included in the Form S-4. In such event, (a) such prospectus may not be used for resales until the 181st calendar day following the Effective Time and the use thereof for resales thereafter shall otherwise be subject to the same terms and conditions provided for herein, (b) no public resales may be made pursuant to Rule 145(d) under the Securities Act, or otherwise (other than pursuant to a Public Offering in which Shareholders participate under Section 2.4) until the 181st calendar day following the Effective Time, and (c) any public resales pursuant to Rule 145(d) or otherwise during the twelve month period specified in Section 2.6 (other than pursuant to a Public Offering requested pursuant Section 2.1 or in which Shareholders participate under Section 2.4) shall be subject to the volume limitations specified in Section 2.6. 2.2 Limit on Demand. The Company shall not be required to permit the use of the shelf Registration Statement to effect any Public Offering pursuant to Section 2.1 after one Demand requested by the Shareholders pursuant to Section 2.1 shall have been effected. 2.3 Effective Distribution. A Public Offering requested pursuant to Section 2.1 shall not be deemed to be effected (a) if such Public Offering is interfered with for any reason by any stop order, injunction or other order or requirement of the 4 Commission or any other governmental authority, or as a result of the initiation of any proceeding for such a stop order by the Commission through no fault of the Shareholders or the Shareholder Representative and the result of such interference is to prevent the Shareholders from disposing of such Registrable Securities proposed to be sold in accordance with the intended methods of disposition, or (b) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten offering shall not be satisfied or waived with the consent of the Shareholder Representative, other than as a result of any breach by the Shareholder Representative or any underwriter of its obligations thereunder or hereunder. 2.4 "Piggy-Back" Rights. If the Company proposes to register any shares of Common Stock for itself or any of its stockholders (the "Existing Holders") under the Securities Act on a Registration Statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect) for purposes of a Public Offering of such shares, the Company shall give written notice of such proposal at least ten (10) business days before the anticipated filing date, which notice shall include the intended method of distribution of such shares, to the Shareholder Representative. Such notice shall specify at a minimum the number of shares of Common Stock proposed to be registered, the proposed filing date of such Registration Statement, any proposed means of distribution of such shares and the proposed managing underwriter, if any. Subject to Section 2.6, upon the written request of any Shareholder given within five business days after the receipt of any such written notice by facsimile confirmed by mail (which request shall specify the Registrable Securities intended to be disposed of by such Shareholder), the Company will use its commercially reasonable efforts to include in such Public Offering the Registrable Securities referred to in the Shareholder's request; provided, however, that any participation in such Public Offering by any Shareholder shall be on substantially the same terms as the Company's (or its other stockholders') participation therein; and provided further that the amount of Registrable Securities to be included in any such Public Offering shall not exceed the maximum number which the managing underwriter of such Public Offering considers in its reasonable commercial judgment to be appropriate based on market conditions and other relevant factors (the "Maximum Number"). The Shareholders shall have the right to withdraw a request to include Registrable Securities in any Public Offering pursuant to this Section 2.4 by giving written notice to the Company of its election to withdraw such request at least two (2) business days prior to the proposed effective date of such Registration Statement. In connection with any exercise of rights under this Section 2.4, the registration under the Securities Act of the Registrable Securities to be included therein may be by means of the shelf Registration Statement filed pursuant to Section 2.1, rather than a separate registration statement filed to register the shares to be sold for the account of the Company or any Existing Holders, so long as the rights of the Shareholders to participate in the Public Offering being effected under Section 2.4 are not thereby prejudiced or impaired in any material respect. 2.5 Allocation of Securities Included in a Public Offering. If the lead managing underwriter for any Public Offering to be effected pursuant to Section 2.4 of 5 this Agreement shall advise the Shareholder Representative in writing that the number of shares of Common Stock sought to be included in such Public Offering (including those sought to be offered by the Company and those sought to be offered by the Shareholders) is more than the Maximum Number, the shares of Common Stock to be included in such Public Offering shall be allocated pursuant to the following procedures: first, the Company shall be entitled to include all of the securities that it has proposed to include, and then, to the extent that any other securities may be included without exceeding the Maximum Number, the number of Registrable Securities that will be included in such Registration Statement shall be allocated among all Shareholders requesting such registration in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each requesting Shareholder at the time of filing the Registration Statement. 2.6 Sale Restrictions. Other than pursuant to a Public Offering requested pursuant to Section 2.1 or in which Shareholders participate under Section 2.4, during the twelve (12) month period starting on the 181st day following the Effective Time, the Shareholders shall not be permitted to sell, pursuant to the shelf Registration Statement or pursuant to Rule 144, in the aggregate, more than 1,000,000 Shares during any period of 90 consecutive days of such twelve month period (the "90 Day Restriction Periods"). Each Shareholder will be entitled to sell on any given day a number of shares equal to the number of shares which such Shareholder has notified the Shareholder Representative such Shareholder desires to sell, provided however, that if Shareholders desire to sell more shares than is permitted by the limitation described above, then each Shareholder desiring to sell Shares that day will have the number of shares they may sell reduced pro rata based on the number of shares they requested to sell. 2.7 Lock-Up Agreement. It shall be a condition to each Shareholder's participation in any Public Offering pursuant to Section 2.1(b) or Section 2.4, that such Shareholder agrees to execute and deliver to the underwriter or underwriters for such offering a customary lock-up agreement in form and substance reasonably satisfactory to the underwriter, providing for a lock-up of the Registrable Securities of each such Shareholder for a period of up to 90 days after the closing of the relevant offering. ARTICLE III OBLIGATIONS OF THE COMPANY 3.1 (a) The Company shall (i) prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be reasonably necessary to make and to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered pursuant to such Registration Statement for the period specified in that Section 2.1; and (ii) take all such other action either necessary or desirable to permit the shares of Registrable Securities held by the Shareholders to be registered and disposed of in accordance with the method of disposition described herein. 6 (b) Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to the Shareholders whose Registrable Securities are included in the shelf Registration Statement filed pursuant to Section 2.1, suspend such Shareholders' use of any prospectus which is a part of the shelf Registration Statement if, in the reasonable judgment of counsel to the Company, the Company possesses material nonpublic information, including information concerning it or its business or affairs or information concerning the pursuit of a merger, disposition or similar transaction, and the Company determines in good faith that disclosure would have a material adverse effect on the Company and its subsidiaries taken as a whole or would materially adversely affect the ability to consummate such merger, disposition or similar transaction; provided that the Company may not suspend any such sales for more than an aggregate of sixty (60) consecutive days or for an aggregate of one hundred twenty (120) days (a "Blackout Period") in any period of twelve (12) consecutive months. Upon the termination of the condition described above, the Company shall give prompt notice to the Shareholders whose Registrable Securities are included in the shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated by this Agreement. (c) In connection with any Registration Statement, the following provisions shall apply: (1) The Company shall furnish to the Shareholder Representative, prior to the filing thereof with the Commission, a copy of any Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein and shall afford the Shareholder Representative, the managing underwriters, and their respective counsel, if any, a reasonable opportunity within a reasonable time period to review and comment on copies of all such documents (including a reasonable opportunity to review copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed. (2) The Company shall take such action as may be necessary so that: (i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference) complies in all material respects with the Securities Act and the Exchange Act and the respective rules and regulations thereunder, (ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any Prospectus forming part of any Registration Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 7 (3) (A) The Company shall advise the Shareholders and the Shareholder Representative and, if requested by the Shareholders and the Shareholder Representative, confirm such advice in writing: (i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; and (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus included therein or for additional information related thereto. (B) The Company shall advise the Shareholders and the Shareholder Representative and, if requested by any Shareholder or the Shareholder Representative, confirm such advice in writing of: (i) the issuance by the Commission of any stop order suspending effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (ii) the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) the happening of any event that requires the making of any changes in the Registration Statement or the Prospectus so that, as of such date, the Registration Statement and the Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to suspend the use of the Prospectus relating to such Registrable Securities until the requisite changes have been made). (4) The Company shall use its reasonable best efforts to prevent the issuance, and if issued to obtain the withdrawal, of any order suspending the effectiveness of the Registration Statement relating to such Registrable Securities at the earliest possible time. (5) The Company shall furnish to the Shareholders and the Shareholder Representative with respect to the Registration Statement relating to such Registrable Securities, without charge, such number of copies of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and all reports, other documents and exhibits 8 (including those incorporated by reference) as the Shareholders and the Shareholder Representative shall reasonably request. (6) The Company shall furnish to the Shareholders and the Shareholder Representative such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus) relating to such Registrable Securities, in conformity with the requirements of the Securities Act, as the Shareholders and the Shareholder Representative may reasonably request in order to effect the offering and sale of the shares of such Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the Registration Statement to remain effective, and the Company consents (except during a Blackout Period or event contemplated by Section 3.1(b)) to the use of the Prospectus or any amendment or supplement thereto by the Shareholders in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto. (7) To the extent necessary in connection with any offering of Registrable Securities pursuant to any Registration Statement, the Company shall use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such Registration Statement under the securities or blue sky laws of such states as the Shareholder Representative shall reasonably request, maintain any such registration or qualification current until the earlier of the sale of the Registrable Securities so registered or ninety (90) calendar days subsequent to the effective date of the Registration Statement, and do any and all other acts and things either reasonably necessary or advisable to enable any Shareholder to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Shareholder desires to effect such sales or other disposition; provided that the Company shall not be required to take any action that would subject it to the general jurisdiction of the courts of any jurisdiction in which it is not so subject or to qualify as a foreign corporation in any jurisdiction where the Company is not so qualified. (8) In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall (x) furnish the Shareholders, at the Company's expense, on a timely basis with certificates free of any restrictive legends representing ownership of the Registrable Securities being sold in such denominations and registered in such names as the Shareholders shall request and (y) instruct the transfer agent and registrar of the Registrable Securities to release any stop transfer orders with respect to the Registrable Securities. (9) Upon the occurrence of any event contemplated by Section 3.1(c)(3)(B)(iii) above, the Company shall promptly prepare a post-effective amendment to any Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, 9 the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company notifies the Shareholders and the Shareholder Representative of the occurrence of any Blackout Period or any event contemplated by Section 3.1(b) above, the Shareholders shall suspend the use of the Prospectus, for a period not to exceed sixty (60) calendar days in accordance with Section 3.1(b), until the requisite changes to the Prospectus have been made. (10) The Company shall make generally available to its security holders or otherwise provide in accordance with Section 11(a) of the Securities Act as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act. (11) The Company shall, if requested, promptly include or incorporate in a Prospectus supplement or post-effective amendment to a Registration Statement, such information as the managing underwriters administering an underwritten offering of the Registrable Securities registered thereunder reasonably request to be included therein and to which the Company does not reasonably object and shall make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after they are notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment. (12) If requested in connection with a Public Offering pursuant to a Demand under Section 2.1(b), the Company shall enter into an underwriting agreement with a nationally recognized investment banking firm or firms selected as provided in Section 2.1(c) containing representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary underwritten distributions, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures substantially identical to those set forth in Article V (or such other provisions and procedures acceptable to the managing underwriters, if any) with respect to all parties to be indemnified pursuant to Article V and take all such other actions as are reasonably requested by the managing underwriters for such underwritten offering in order to expedite or facilitate the registration or the disposition of such Registrable Securities. (13) In the event the Shareholder Representative proposes to conduct an underwritten Public Offering pursuant to Section 2.1, then the Company shall: (i) make reasonably available for inspection by the Shareholder Representative and its counsel, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by the Shareholder Representative or any such underwriter, all relevant financial and other records, pertinent corporate documents and properties of the Company and 10 its subsidiaries as shall be reasonably necessary to enable them to conduct a "reasonable" investigation for purposes of Section 11(a) of the Securities Act; (ii) cause the Company's officers, directors and employees to make reasonably available for inspection all relevant information reasonably requested by the Shareholder Representative or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement, in each case, as is customary for similar due diligence examinations; provided that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Shareholder Representative, such underwriter, or any such, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; (iii) obtain opinions of counsel to the Company and updates thereof which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, addressed to the Shareholder Representative and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the Shareholder Representative and underwriters (it being agreed that the matters to be covered by such opinion or written statement by such counsel delivered in connection with such opinions shall include in customary form, without limitation, as of the date of the opinion and as of the effective date of the Registration Statement or most recent post-effective amendment thereto, as the case may be, "negative assurance" statements to the effect that nothing has come to the attention of such counsel that leads them to believe such Registration Statement and the Prospectus included therein, as then amended or supplemented, including the documents incorporated by reference therein, contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading); (iv) obtain "cold comfort" letters and updates thereof from the independent public accountants of the Company (and, if necessary, any other independent public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to the Shareholder Representative and the underwriters, if any, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings; and (v) deliver such documents and certificates as may be reasonably requested by the Shareholder Representative and the managing underwriters, if any, and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The foregoing actions set forth in clauses (iii), (iv) and (v) of this Section 3.01(c)(13) shall be performed at each closing under any underwritten offering to the extent required thereunder. 11 (14) The Company will ensure that the Registrable Securities are admitted for listing on the New York Stock Exchange or other stock exchange or trading system on which the Shares primarily trade on or prior to the 181st day after the Effective Time. (15) The Company shall use its reasonable best efforts to take all other steps reasonably necessary to effect the registration, offering and sale of the Registrable Securities covered by a Registration Statement contemplated hereby and enter into any other customary agreements and take such other actions, including participation of senior management in "roadshows" as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any underwritten offering contemplated hereby, and the Company shall secure the participation of its senior management for such purposes. (d) With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration, the Company agrees to: (1) Make and keep public information available, as those terms are understood and defined in and interpreted under Rule 144, at all times; (2) During the term of this Agreement, furnish to the Shareholders and the Shareholder Representative upon request: (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 or (ii) a copy of the most recent annual or quarterly report of the Company. ARTICLE IV EXPENSES 4.1 Expenses Payable by the Company. Except as provided in Section 4.2 below, all fees and expenses incident to the registration and sale of Registrable Securities shall be borne by the Company whether or not a Registration Statement is filed or becomes effective, including, without limitation, (i) all registration, qualification and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the New York Stock Exchange and (B) fees and expenses of compliance with state securities or blue sky laws (including, without limitation, fees and disbursements of counsel for the Company or the underwriters, or both, in connection with blue sky qualifications of the Registrable Securities)), (ii) messenger and delivery expenses, word processing, duplicating and printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company, printing preliminary Prospectuses, Prospectuses, Prospectus supplements, including those delivered to or for the account of the Shareholders and the Shareholder Representative as provided in this Agreement, (iii) fees and disbursements of counsel for the Company, (iv) fees and disbursements of all independent certified public accountants for the Company (including, without limitation, the expenses of any "comfort letters" required by or incident to such performance), (v) Securities Act liability 12 insurance, if the Company so desires such insurance, (vi) all out-of-pocket expenses of the Company (including, without limitation, expenses incurred by the Company, its officers, directors, employees and agents performing legal or accounting duties or preparing or participating in "roadshow" presentations or of any public relations, investor relations or other consultants or advisors retained by the Company in connection with any roadshow, including travel and lodging expenses of such roadshows), and (vii) the fees and expenses incurred in connection with the quotation or listing of shares of Common Stock on any securities exchange or automated securities quotation system. 4.2 Expenses Payable by the Shareholders. Each Shareholder shall pay all underwriting discounts and commissions or broker's commissions incurred in connection with the sale or other disposition of Registrable Securities for or on behalf of such Shareholder's account as well as the fees and expenses of the Shareholder's counsel, the Shareholder Representative and the Shareholder Representative's counsel. ARTICLE V INDEMNIFICATION 5.1 Indemnification by the Company. The Company shall indemnify and hold harmless each of the Registering Shareholders and their respective directors, trustees, officers, employees, agents, affiliates, successors and assigns (each, a "Shareholder Indemnitee," and collectively, the "Shareholder Indemnitees") from and against any and all losses, claims, damages, liabilities, debts, obligations, monetary damages, judgements, fines, fees, penalties, interest obligations, deficiencies, and expenses, interest, court costs, reasonable costs of investigators, reasonable fees and expenses of attorneys, accountants, financial advisors, engineers and other expenses, and other expenses of litigation ("Losses") incurred or suffered in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted to which any Shareholder Indemnitee may become subject under the Securities Act, the Exchange Act or other federal or state securities law or regulation, at common law or otherwise, insofar as such Losses arise out of, result from or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (b) any violation by the Company of the Securities Act or the Exchange Act, or other federal or state securities law applicable to the Company and relating to any action or inaction required of the Company in connection with such registration. In addition, the Company will reimburse any Shareholder Indemnitee for any reasonable investigation, legal or other expenses incurred by such Shareholder Indemnitee in connection with investigating or defending any such Loss. Notwithstanding anything herein to the contrary, the Company will not be liable with respect to the portion of any such Loss that (i) arises out of, results from or is based upon any alleged untrue statement or alleged omission made in such Registration Statement, preliminary Prospectus, Prospectus, or amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Shareholder Indemnitee specifically for use therein or 13 (ii) attributable to a Registering Shareholder's (A) use of a Prospectus after being notified by the Company to suspend use thereof pursuant to Section 3.1(b) or Section 3.1(c)(3)(B)(iii) above or (B) failure to deliver a final Prospectus to the Person asserting any losses, claims, damages and liabilities and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such material misstatement or omission or alleged material misstatement or omission was cured in an amended or supplemented Prospectus prepared by the Company and delivered to the Registering Shareholder at or prior to the time written confirmation of sale to such Person was required to be made. The foregoing indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Registering Shareholder, and will survive the transfer of such securities by the Registering Shareholder. 5.2 Indemnification by Registering Shareholders. If a Registering Shareholder sells Registrable Securities under a Prospectus that is part of a Registration Statement, such Registering Shareholder will, severally and not jointly, indemnify and hold harmless the Company, any underwriter participating in the distribution and their respective directors and officers who signed such Registration Statement and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (each, a "Controlling Person") under the same circumstances as the foregoing indemnity from the Company to the Registering Shareholders but only to the extent that such Losses arise out of or are based upon any untrue or allegedly untrue statement of a material fact or omission or alleged omission of a material fact that was made in the Prospectus, the Registration Statement, or any amendment or supplement thereto, in reliance upon and in conformity with written information relating to a Registering Shareholder furnished to the Company by such Registering Shareholder expressly for use therein. In no event will the aggregate liability of a Registering Shareholder exceed the amount of the net proceeds received by the Registering Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or such officer, director, employee or Controlling Person, and will survive the transfer of such securities by the Registering Shareholder. 5.3 Contribution. If the indemnification provided for in Sections 5.1 or 5.2 is unavailable to an indemnified party or is insufficient to hold such indemnified party harmless for any Losses in respect of which any such Section would otherwise apply by its terms (other than by reason of exceptions provided therein), then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses. Such contribution will be in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in 14 such Losses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party, on the one hand, and indemnified party, on the other hand, will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken or made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The amount paid or payable by a party as a result of any such Losses will be deemed to include any investigation, legal or other fees or expenses incurred by such party in connection with any investigation or proceeding, to the extent such party would have been indemnified for such expenses if the indemnification provided for in Sections 5.1 or 5.2 was available to such party. In no event will the aggregate liability of a Registering Shareholder exceed the amount of the net proceeds received by the Registering Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. 5.4 Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (a) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification, and (b) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that the failure to give such notice shall not relieve an indemnifying party of liability except to the extent it has been prejudiced as a result. Any Person entitled to indemnification hereunder will have the right to employ separate counsel and to participate in (but not control) the defense of such claim, but the fees and expenses of such counsel will be at the expense of such Person and not of the indemnifying party unless (x) the indemnifying party has agreed to pay such fees or expenses, (y) the indemnifying party has failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person within a reasonable period of time pursuant to this Agreement, or (z) a conflict of interest exists between such Person and the indemnifying party with respect to such claims that would make such separate representation required under applicable ethical rules. In the case of clause (z) above if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party will not have the right to assume the defense of such claim on behalf of such Person. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). No indemnified party will be required to consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving of a release, by all claimants or plaintiffs, to such indemnified party from all liability with respect to such claim or litigation. Any indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (other than required local counsel) for all parties indemnified by such indemnifying party with respect to such claim. 15 5.5 Underwriting Agreement Controls. In the event of any conflict between the indemnification and contribution terms as herein set forth and as set forth in any underwriting agreement entered pursuant hereto, the underwriting agreement shall control. ARTICLE VI OTHER AGREEMENTS 6.1 Rule 144. The Company shall file, on a timely basis, all reports required to be filed by it under the Securities Act and the Exchange Act, and will take such further action and provide such documents as the Shareholders may reasonably request, all to the extent required from time to time to enable the Shareholders to sell Registrable Securities without registration under the Securities Act within the limitation of the conditions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of a Shareholder, the Company will deliver to the Shareholder a statement verifying that it has complied with such information and requirements. 6.2 Shareholder Representative. (a) The Shareholders agree to appoint one Person to act as their representative, attorney in fact and proxy with respect to certain matters specified in this Agreement (the "Shareholder Representative"). The parties have designated Goelet, LLC as the initial Shareholder Representative. The Shareholder Representative may resign at any time, and a Shareholder Representative may be removed at any time by the vote of Shareholders who collectively own more than 50% of the Registrable Securities at such time (the "Majority Holders"). In the event of the death, resignation or removal of the Shareholder Representative, a new Shareholder Representative shall be appointed by a vote of Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Shareholder Representative. Any failure by the Majority Holders to appoint a new Shareholder Representative upon the death, resignation or removal of the Shareholder Representative shall not have the effect of releasing the Shareholders from any liability under this Agreement. (b) The Shareholder Representative shall have such powers and authority as are necessary to carry out the functions assigned to the Shareholder Representative under this Agreement; provided, however, that the Shareholder Representative will have no obligation to act on behalf of the Shareholders, except as expressly provided herein. The Shareholder Representative will at all times be entitled to rely on any directions received from the Majority Holders. The Shareholder Representative shall, at the expense of the Shareholders, be entitled to engage such counsel, experts and other agents and consultants as they shall deem necessary in connection with exercising their powers and performing their function hereunder and (in the absence of bad faith on the part of the Shareholder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. 16 (c) The Shareholder Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the reimbursement by the Shareholders of all his, her or its fees and expenses incurred as the Shareholder Representative pursuant to Section 4.2 hereof. In connection with this Agreement, and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Shareholder Representative hereunder, the Shareholder Representative shall incur no responsibility whatsoever to any Shareholder by reason of any error in judgment or other act or omission performed or omitted hereunder or any such other agreement, instrument or document, excepting only responsibility for any act or failure to act which represents willful misconduct. Each Shareholder shall indemnify, pro rata based upon such holder's percentage interest, the Shareholder Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys', accountants' and other experts' or consultant's fees and the amount of any judgment against the Shareholder Representative, of any nature whatsoever, arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Shareholder Representative hereunder. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Shareholder Representative hereunder for his or her gross negligence or willful misconduct. In the event of any indemnification hereunder, upon written notice from Shareholder Representative to the Shareholders as to the existence of a deficiency toward the payment of any such indemnification amount, each such holder shall promptly deliver to the Shareholder Representative full payment of his or her ratable share of the amount of such deficiency, in accordance with such Shareholder's percentage interest. In no event shall the Company be responsible for any reimbursement or indemnification of the Shareholder Representative. (d) All of the indemnities, immunities and powers granted to the Shareholder Representative under this Agreement shall survive the termination of this Agreement. (e) Notwithstanding anything herein to the contrary, each Shareholder hereby acknowledges that the Company shall not have any responsibility or obligation whatsoever to any such Shareholder or to any other party with respect to or arising out of any actions taken or any inaction by the Shareholder Representative. (f) The Company shall have the right to rely conclusively upon all instructions, requests, consents, elections and other actions taken or omitted to be taken by the Shareholder Representative pursuant to this Agreement and any instrument, agreement or document relating hereto, all of which actions or omissions shall be legally binding upon all the Shareholders. 17 ARTICLE VII MISCELLANEOUS 7.1 Amendments; Waivers. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the Company and the Shareholder Representative; provided, however, that the Shareholder Representative shall not amend, modify or supplement this Agreement in a manner that is detrimental to the Shareholders without first obtaining the written consent of the Majority Holders to such amendment, modification or supplement; provided further, however, that any amendment, modification or supplement made by the Shareholder Representative with such consent shall bind all Shareholders. 7.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to its subject matter, and supersedes and replaces all prior agreements and understandings of the parties in connection with such subject matter. 7.3 Notices. All notices and other communications hereunder shall be given in writing and delivered personally, by registered or certified mail (postage prepaid, return receipt requested), by overnight courier (postage prepaid), facsimile transmission or similar means, to the party to receive such notices or communications at the address set forth below (or such other address as shall from time to time be designated by such party to the other parties in accordance with this Section 6.3): If to the Shareholder Representative or any Shareholder: Goelet, LLC 425 Park Avenue 28th Floor New York, NY 10022 Telecopy: (212) 588-9499 Attention: Robert W. Kiley with a copy to: Shearman & Sterling 599 Lexington Avenue New York, NY 10022 Telecopy: (212) 848-7179 Attention: Whitney D. Pidot, Esq. 18 If to the Company: Pogo Producing Company 5 Greenway Plaza, Suite 2700 P.O. Box 2504 Houston, Texas 77252-2504 Telecopy: (713) 297-4970 Attention: Gerald A. Morton, Vice President-Law and Corporate Secretary with a copy to: Baker Botts, L.L.P. One Shell Plaza 910 Louisiana Houston, Texas 77002 Telecopy: (713) 229-1522 Attention: Stephen A. Massad All such notices and communications hereunder shall be deemed given when received, as evidenced by the signed acknowledgment of receipt of the person to whom such notice or communication shall have been personally delivered, the acknowledgment of receipt returned to the sender by the applicable postal authorities, the confirmation of delivery rendered by the applicable overnight courier service, or the confirmation of a successful facsimile transmission of such notice or communication. A copy of any notice or other communication given by any party to any other party hereto, with reference to this Agreement, shall be given at the same time to the other parties to this Agreement. 7.4 GOVERNING LAW. THE PARTIES HERETO AGREE THAT THIS AGREEMENT, AND THE RESPECTIVE RIGHTS, DUTIES AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 7.5 Transfer or Assignment of Registration Rights. The registration rights set forth in this Agreement shall be transferable or assignable by the Shareholders, in whole or in part and from time to time, but only in connection with a transfer or assignment of Registrable Securities under circumstances in which such securities remain Registrable Securities in the hands of the transferee; provided that each transferee agrees in writing to be subject to all the terms and conditions of this Agreement; provided, however, that no such assignment of registration rights shall be made of such rights associated with a transfer of fewer than 150,000 shares of Common Stock to any one Person (appropriately adjusted for any stock splits, stock dividends, subdivisions, combinations or the like) unless such assignment relates to all the Registrable Securities then owned by the transferor; and provided, further, that in connection with any such 19 assignment, the transferee shall be required to enter into the Standstill and Voting Agreement dated as of the date hereof among the Company and the Shareholders. 7.6 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. If any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. 7.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 7.8 No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any Person (whether or not listed on Schedule A hereto) who or which is not a party hereto. Any Person (whether or not listed on Schedule A hereto) who or which is not a party hereto shall not be entitled to any benefit hereunder except, in the case of any Person listed on Schedule A hereto, such Person shall be entitled to become a party hereto by executing a counterpart to this Agreement. If any Person listed on Schedule A hereto executes a counterpart to this Agreement, such Person shall thereafter be deemed to have agreed to be bound by the provisions hereof, as if such Person was an original party hereto and such Person shall thereafter be entitled to any benefit accorded to the Shareholders hereunder. 7.9 Headings. The Section headings in this Agreement are for convenience of reference only and are not intended to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. 7.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement. [The remainder of this page has been intentionally left blank.] 20 IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first set forth above. POGO PRODUCING COMPANY By: /s/ James P. Ulm, II --------------------------------------------- Name: James P. Ulm, II Title: Vice President and Chief Financial Officer THE SHAREHOLDERS LISTED ON SCHEDULE A BY GOELET, LLC, AS SHAREHOLDER REPRESENTATIVE By: /s/ Robert W. Kiley --------------------------------------- Name: Robert W. Kiley Title: President and Chief Operating Officer By: /s/ Mark Rosenbaum --------------------------------------- Name: Mark Rosenbaum Title: Vice President, Chief Financial Officer and Treasurer SCHEDULE A 1. Trust under the Agreement dated August 26, 1930 for the benefit of Beatrice G. Manice 2. Trust under the Agreement dated July 27, 1935 for the benefit of Beatrice G. Manice 3. Trust under the Will of Robert Walton Goelet for the benefit of Beatrice G. Manice 4. Trust under the Agreement dated August 26, 1930 for the benefit of Robert G. Goelet 5. Trust under the Agreement dated July 27, 1935 for the benefit of Robert G. Goelet 6. Trust under the Will of Robert Walton Goelet for the benefit of Robert G. Goelet 7. Trust under the Agreement dated July 27, 1935 for the benefit of Francis Goelet 8. Trust under the Agreement dated December 18, 1931 for the benefit of John Goelet 9. Trust under the Agreement dated December 17, 1976 for the benefit of Grandchildren of John Goelet 10. Trust under the Agreement dated July 27, 1935 for the benefit of John Goelet 11. Trust under the Will of Robert Walton Goelet for the benefit of John Goelet 12. Robert G. Goelet 13. John H. Manice 14. Trust under the Agreement dated September 4, 1980 for the benefit of Anne de La Haye Jousselin 15. Robert G. Manice 16. Henry W. Manice 17. Emily P. Manice 18. Harriet W. Manice 19. Amelia M. Berkowitz 20. Pamela Manice 21. Alexandra G. Goelet 22. Robert Gardiner Goelet 23. Philip Goelet 24. Christopher Goelet 25. Gilbert Kerlin 26. Windward Oil & Gas Corporation 27. Arthur Field 2 -----END PRIVACY-ENHANCED MESSAGE-----