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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 3)
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Pogo Producing Company
(Name of Issuer)
Common Stock, Par Value $1 Per Share 730448-10-7
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(Title of class of securities) (CUSIP number)
Frederick A. Klingenstein
Klingenstein, Fields & Co., L.L.C.
787 Seventh Avenue
New York, New York 10019-6016
(212) 492-7000
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(Name, address and telephone number of person authorized to receive notices and
communications)
March 14, 2001
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(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
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NY2:\1048911\06\56706.0001
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CUSIP No. 730448-10-7 13D Page 2
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1 NAME OF REPORTING PERSON: Frederick A. Klingenstein
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF; OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
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NUMBER OF 7 SOLE VOTING POWER: 795,192
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 878,483
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 45,000
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,319,605
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,364,605
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.3%
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14 TYPE OF REPORTING PERSON: IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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CUSIP No. 730448-10-7 13D Page 3
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1 NAME OF REPORTING PERSON: John Klingenstein
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF; OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
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NUMBER OF 7 SOLE VOTING POWER: 561,654
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 949,024
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,319,605
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,319,605
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.2%
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14 TYPE OF REPORTING PERSON: IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 3 amends (and restates, in accordance with
Rule 13d-2(e) under the Exchange Act) the Schedule 13D dated December 23, 1986,
as amended, and is filed by Frederick A. Klingenstein and John Klingenstein
Item 1. Security and Issuer.
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The title and class of equity security to which this statement
on Schedule 13D relates is the common stock, par value $1 per share ("Common
Stock"), of Pogo Producing Company, a Delaware corporation (the "Company"). The
address of the Company's principal executive offices is 5 Greenway Plaza, Suite
2700, Houston, Texas 77252-0504.
Item 2. Identity and Background.
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This statement is filed by Frederick A. Klingenstein and John
Klingenstein (the "Reporting Persons"). A joint filing agreement among the
Reporting Persons is filed as Exhibit 1 to this Amendment No. 3. The business
address of the Reporting Persons is c/o Klingenstein, Fields & Co., L.L.C., 787
Seventh Avenue, New York, New York 10019-6016.
The present principal occupation of (i) Frederick A.
Klingenstein is as the Chairman of and a member of Klingenstein, Fields & Co.,
L.L.C. ("Klingenstein Fields") and of (ii) John Klingenstein is as a member of
Klingenstein Fields. The principal business of Klingenstein Fields is a
registered investment advisor, and its address is 787 Seventh Avenue, New York,
New York 10019-6016.
During the last five years, neither of the Reporting Persons
has been (i) convicted of any criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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 laws or finding any violation with respect to such laws.
Each of the Reporting Persons is a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration.
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The source of funds used to purchase the shares of Common
Stock was the Reporting Persons respective personal funds or the funds of the
individuals, trusts or corporations that beneficially own the shares.
Item 4. Purpose of Transaction.
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The shares of Common Stock beneficially owned by the Reporting
Persons were acquired for investment purposes. The Reporting Persons may acquire
additional securities of the Issuer or dispose of securities of the Issuer at
any time and from time to time in open market transactions or otherwise.
Frederick A. Klingenstein is a member of the Board of
Directors of the Issuer, and accordingly, he may be in a position to influence
the management of the Issuer.
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Although the foregoing represents the range of activities
presently contemplated by the Reporting Persons with respect to the Issuer, it
should be noted that the possible activities of the Reporting Persons are
subject to change at any time.
Except as set forth above, neither of the Reporting Persons
has any present plans or proposals which relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) The responses of each of the Reporting Persons to Rows
(11) through (13) of the cover pages of this Amendment No. 3 to Schedule 13D are
incorporated herein by reference. As of June 4, 2001, the Reporting Persons
beneficially owned an aggregate of 3,364,605 shares of Common Stock,
representing approximately 6.3% of the outstanding shares of Common Stock (the
outstanding shares of Common Stock, 53,693,073, being determined in accordance
with Rule 13d-3(d)(1) under the Exchange Act, to be equal to the sum of (i)
53,568,661 shares, based on number of shares outstanding as of the close of
business on March 31, 2001, as reported in the Company's Form 10-Q for the
fiscal quarter ended March 31, 2001 and (ii) the Reporting Persons' right to
acquire an aggregate of 124,412 shares of Common Stock upon conversion of 5-1/2%
Convertible Subordinated Notes due 2006 ("2006 Notes") and the exercise of
options, in each case, within 60 days.
(b) The responses of the Reporting Persons to (i) Rows (7)
through (10) of the cover pages of this Amendment No. 3 and (ii) Item 5(a)
hereof are incorporated herein by reference.
As of June 4, 2001, Frederick A. Klingenstein had (i) sole
voting power over 795,192 shares of Common Stock (which includes 45,000 shares
issuable upon the exercise of options within 60 days) that are owned
individually, jointly with his spouse, and/or by corporations or trusts of which
he is the sole stockholder or sole trustee, (ii) shared voting power over
878,483 shares of Common Stock (which includes 14,223 shares issuable upon the
conversion of 2006 Notes within 60 days) that are owned by various trusts for
which he serves as one of the trustees or that are owned by persons who have
granted him a power of attorney, (iii) sole dispositive power over 45,000 shares
of Common Stock (which includes 45,000 shares issuable upon the exercise of
options within 60 days) that are owned individually, and (iv) shared dispositive
power over 3,319,605 shares of Common Stock (including 79,412 shares issuable
upon the conversion of 2006 Notes within 60 days) that are in accounts (of
Frederick A. Klingenstein and third parties) for which Klingenstein Fields has
been given discretion pursuant to investment advisory agreements with
Klingenstein Fields. Frederick A. Klingenstein disclaims beneficial ownership of
all shares with the exception of those shares owned individually, jointly with
his spouse and/or by corporations or trusts of which he is the sole stockholder
or sole trustee.
As of June 4, 2001, John Klingenstein had (i) sole voting
power over 561,654 shares of Common Stock that are owned individually, (ii)
shared voting power over 949,024 shares of Common Stock (which includes 49,780
shares issuable upon the conversion of 2006 Notes within 60 days) that are owned
by various trusts for which he serves as one of the trustees or that are owned
by persons who have granted him a power of attorney, and (iii) shared
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dispositive power over 3,319,605 shares of Common Stock (including 79,412 shares
issuable upon the conversion of 2006 Notes within 60 days) that are in accounts
(of John Klingenstein and third parties) for which Klingenstein Fields has been
given discretion pursuant to investment advisory agreements with Klingenstein
Fields. John Klingenstein disclaims beneficial ownership of all shares with the
exception of those shares owned individually.
(c) During the past 60 days, the Reporting Persons effected
the following transactions in the Common Stock:
Date of Amount of Price per Where and
Person Transaction Securities Share* How Effected
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Discretionary Client 4/25/01 1,500 $29.1733 NYSE (purchase)
Accounts**
Discretionary Client 4/26/01 1,650 $30.35 NYSE (purchase)
Accounts**
Discretionary Client 4/26/01 22,000 $30.1415 NYSE (purchase)
Accounts**
Discretionary Client 4/27/01 900 $29.16889 NYSE (purchase)
Accounts**
Discretionary Client 5/02/01 900 $28.15 NYSE (purchase)
Accounts**
Discretionary Client 5/04/01 5,000 $28.0954 NYSE (purchase)
Accounts**
Discretionary Client 5/08/01 21,500 $27.5598 NYSE (purchase)
Accounts**
Discretionary Client 5/15/01 2,000 $28.70 NYSE (purchase)
Accounts**
Discretionary Client 5/17/01 1,500 $29.55 NYSE (purchase)
Accounts**
Discretionary Client 5/17/01 350 $28.80 NYSE (purchase)
Accounts**
Discretionary Client 5/17/01 300 $29.14 NYSE (purchase)
Accounts**
Discretionary Client 5/22/01 5,000 $29.938 NYSE (purchase)
Accounts**
Frederick A. Klingenstein 6/1/01 5,000 N/A Received a grant of a stock
option pursuant to the
Company's Incentive Plan for
service as a Non-Employee
Director of the Company. The
option has an exercise price
of $28.80 per share.
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*Without regard to commissions or fees.
** Accounts of third parties for which Klingenstein Fields has been given
discretion pursuant to investment advisory agreements.
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(d) Each of the owners of accounts covered by investment
advisory agreements with Klingenstein Fields may have the right to receive or
power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities held in such owner's account. No such interest relates to more
than five percent of the Common Stock.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With
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Respect to Securities of the Issuer.
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A joint filing agreement among the Reporting Persons is filed
as Exhibit 1 to this Amendment No. 3. Frederick A. Klingenstein has granted a
general power of attorney to John Klingenstein (filed as Exhibit 2 hereto), and
John Klingenstein has granted a general power of attorney to Frederick A.
Klingenstein (filed as Exhibit 3 hereto). As a result of their positions as
members of Klingenstein Fields, the Reporting Persons have shared dispositive
power over shares of Common Stock held in accounts of third parties covered by
investment advisory agreements with Klingenstein Fields.
Except as set forth above, neither of the Reporting Persons
are parties to any contract, arrangement, understanding or relationship (legal
or otherwise) with respect to securities of the Company.
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Item 7. Materials to be Filed as Exhibits.
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Exhibit 1 Joint Filing Agreement by and among Frederick A.
Klingenstein and John Klingenstein, dated June 4, 2001.
Exhibit 2 General Power of Attorney from Frederick A. Klingenstein
to John Klingenstein, dated August 5, 1985.
Exhibit 3 General Power of Attorney from John Klingenstein to
Frederick A. Klingenstein, dated August 5, 1985.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 4, 2001
Frederick A. Klingenstein
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Frederick A. Klingenstein
John Klingenstein
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John Klingenstein
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EXHIBIT INDEX
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Exhibit No.
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Exhibit No. Description of Exhibit
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Exhibit 1 Joint Filing Agreement by and among Frederick A.
Klingenstein and Jonathan Klingenstein, dated June
4, 2001.
Exhibit 2 General Power of Attorney from Frederick A.
Klingenstein to John Klingenstein, dated August 5,
1985.
Exhibit 3 General Power of Attorney from John Klingenstein
to Frederick A. Klingenstein, dated August 5,
1985.
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