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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): MAY 17, 2002
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TAX-ADVANTAGED SAVINGS PLAN OF 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 May 17, 2002, the administrative board of the Tax
Advantaged Savings Plan of Pogo Producing Company (the "Plan") determined to
appoint PricewaterhouseCoopers LLP as the Plan's independent public accountants,
replacing Arthur Andersen LLP, which the administrative board dismissed on the
same date.
The audit reports of Arthur Andersen LLP on the financial
statements of the Plan as of and for the fiscal years ended December 31, 1999
and 2000 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 Plan ended
December 31, 2000 and the subsequent interim period to the date hereof, there
were no disagreements between the administrative board of the Plan 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 Plan ended December 31, 2000 and the subsequent interim period to the
date hereof.
During the two most recent fiscal years of the Plan ended
December 31, 2000 and the subsequent interim period to the date hereof, neither
the trustee nor the administrative board of the Plan consulted 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 May 17, 2002
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustee (or other persons who administer the employee benefit plan)
have duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
Date: May 17, 2002 By: /S/ JOHN O. MCCOY, JR.
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John O. McCoy, Jr.
Member of the Administrative Board
3
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 17, 2002
4