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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 15, 2002
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POGO PRODUCING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-7792 74-1659398
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5 GREENWAY PLAZA, SUITE 2700
HOUSTON, TEXAS 77046-0504
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 297-5000
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ITEM 4. CHANGE IN THE REGISTRANT'S CERTIFYING ACCOUNTANT
On April 15, 2002, the Board of Directors determined, upon the
recommendation of its audit committee, to appoint PricewaterhouseCoopers LLP as
the Company's independent public accountants, replacing Arthur Andersen LLP,
which the Company dismissed on the same date. This determination followed the
Company's decision to seek proposals from independent public accountants to
audit the financial statements of the Company.
The audit reports of Arthur Andersen LLP on the consolidated financial
statements of the Company as of and for the fiscal years ended December 31, 2000
and 2001 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles.
During the two most recent fiscal years of the Company ended December
31, 2001 and the subsequent interim period to the date hereof, there were no
disagreements between the Company and Arthur Andersen LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Arthur Andersen
LLP's satisfaction, would have caused Arthur Andersen LLP to make reference to
the subject matter of the disagreement in connection with its reports.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the two most recent fiscal years of the Company
ended December 31, 2001 and the subsequent interim period to the date hereof.
During the two most recent fiscal years of the Company ended December
31, 2001 and the subsequent interim period to the date hereof, the Company did
not consult with PricewaterhouseCoopers LLP regarding any of the matters or
events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated April 17, 2002
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POGO PRODUCING COMPANY
Date: April 17, 2002 By: /s/ GERALD A. MORTON
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Gerald A. Morton
Vice President - Law,
Chief Regulatory Officer and
Corporate Secretary
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated April 17, 2002