February 1, 2003
James P Ulm II
Pogo Producing Co.
5 Greenway Plaza, Suite 2700
PO Box 2504
Houston, TX 77046-0504
RE: Amended Schedule 13G
Enclosed pursuant to Rule 13d-2(b) under the Securities Exchange Act of 1934 is
a report on Schedule 13G reporting beneficial ownership at December 31, 2002 by
American Express Financial Corporation in Common Stock of Pogo Producing Co.
Sincerely,
/s/ Steve Turbenson
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Steve Turbenson
Director - Fund Administration
Enclosure
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Amendment 2
Pogo Producing Co.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
730448107
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(CUSIP Number)
The information required in the remainder of this cover page (except any items
to which the form provides a cross-reference) 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.
CUSIP NO. 730448107
1) Name of Reporting Person American Express Financial Corporation
S.S. or I.R.S. Identification IRS No. 13-3180631
No. of Above Person
2) Check the Appropriate Box (a)
if a Member of a Group (b) X - Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(5) Sole Voting Power -0-
(6) Shared Voting Power 1,631,657
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power 2,816,125
9) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,816,125
10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares Not Applicable
11) Percent of Class Represented by
Amount In Row (9) 4.6%
12) Type of Reporting Person CO, IA, IV, IA
1(a) Name of Issuer: Pogo Producing Co.
1(b) Address of Issuer's Principal 5 Greenway Plaza, Suite 2700
Executive Offices: PO Box 2504
Houston, TX 77046-0504
2(a) Name of Person Filing: American Express Financial Corporation
2(b) Address of Principal Business Office:
American Express Financial Corporation
200 AXP Financial Center
Minneapolis, MN 55474
2(c) Citizenship: See Item 4 of Cover Page
2(d) Title of Class of Securities: Common Stock
2(e) Cusip Number: 730448107
3 Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):
American Express Company, one of the persons filing this statement, is
a Parent Holding Company in accordance with Rule 13d-1(b)(ii)(G) and
is an Investment Advisor registered under section 203 of the
Investment Advisors Act of 1940.
4(a) Amount Beneficially Owned as of December 31, 2002: See Item 9 of
Cover Pages
4(b) Percent of Class: See Item 11 of Cover Pages
4(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: See Item 5 of Cover Pages
(ii) Shared power to vote or direct the vote: See Item 6 of Cover Pages
(iii) Sole power to dispose or to direct the disposition of: See Item 7
of Cover Pages
(iv) Shared power to dispose or to direct the disposition of: See Item 8
of Cover Pages
5 Ownership of 5% or Less of a Class:
If this statement is being filed to report the fact as of the date hereof
the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following (X).
6 Ownership of more than 5% on Behalf of Another Person:
Not Applicable
7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
See Exhibit I
8 Identification and Classification of Members of the Group:
Not Applicable
9 Notice of Dissolution of Group:
Not Applicable
10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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.
American Express Financial Corporation
Dated: December 31, 2002 By /s/ Steve Turbenson
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Steve Turbenson
Signature
Steve Turbenson
Director - Fund Administration
Name/Title
Telephone: (612) 671-2059
Exhibit Index
Exhibit I Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the
Parent Holding Company.
Exhibit II Statement of American Express Financial Corporation
Exhibit I
to
Schedule 13G
American Express Financial Corporation, a Delaware Corporation, is a
parent holding company and is registered as investment advisor under section 203
of the Investment Advisor Act of 1940. The relevant subsidiaries and/or advised
accounts are: Investment companies registered under section 8 of the Investment
Company Act of 1940; IDS Life Insurance Company and American Express Asset
Management Group Inc., an investment advisor registered under section 203 of the
Investment Advisors Act of 1940.
Exhibit II
to
Schedule 13G
Under the
Securities Exchange Act of 1934
Pursuant to Rule 13d-1(f)(1), American Express Financial Corporation
affirms that it is individually eligible to use Schedule 13G and agrees that
this Schedule is filed in its behalf and on behalf of it subsidiaries and
advised accounts.
American Express Financial Corporation
By /s/ Steve Turbenson
--------------------
Steve Turbenson
Director - Fund Administration