As filed with the Securities and Exchange Commission on November 16, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------- OCCIDENTAL PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-4035997 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 10889 Wilshire Boulevard Los Angeles, California 90024 (310) 208-8800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) DONALD P. de BRIER, Esq. General Counsel OCCIDENTAL PETROLEUM CORPORATION 10889 Wilshire Boulevard Los Angeles, California 90024 (310) 443-6176 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-52053 If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] -------------- CALCULATION OF REGISTRATION FEE (1) Estimated solely for the purpose of calculating the registration fee. (2) Calculated pursuant to Rule 457(o) of the Securities Act of 1933, as amended. (3) Exclusive of accrued interest, if any. ================================================================================ 1
============================================================================================================== Proposed Maximum Proposed Maximum Title Of Securities To Be Amount To Be Offering Price Per Aggregate Offering Amount of Registered Registered Security (1) Price (1) Registration Fee (2) - -------------------------------------------------------------------------------------------------------------- Debt Securities $70,000,000 100% $70,000,000 (3) $19,460 ============================================================================================================== INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO. 333-52053 Occidental Petroleum Corporation (the "Company") hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File No. 333-52053) declared effective on May 12, 1998 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on November 16, 1998. OCCIDENTAL PETROLEUM CORPORATION By: /s/ R. R. Irani* ------------------------------------- Ray R. Irani Chairman of the Board of Directors, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. II-1
Signature Title Date --------- ----- ---- Chairman of the Board November 16, 1998 /s/ R. R. Irani* of Directors, President - ---------------------------- and Chief Executive Ray R. Irani Officer /s/ A. R. Leach* Executive Vice November 16, 1998 - ---------------------------- President and Chief Anthony R. Leach Financial Officer /s/ S. P. Dominick* Vice President and November 16, 1998 - ---------------------------- Controller (Chief Samuel P. Dominick Accounting Officer) /s/ John S. Chalsty* Director November 16, 1998 - ---------------------------- John S. Chalsty /s/ Edward P. Djerejian* Director November 16, 1998 - ---------------------------- Edward P. Djerejian Director - ----------------------------- John E. Feick II-2
- ---------------------------- Director Albert Gore /s/ Arthur Groman* Director November 16, 1998 - ---------------------------- Arthur Groman /s/ J. Roger Hirl* Director November 16, 1998 - ---------------------------- J. Roger Hirl - ---------------------------- Director John W. Kluge /s/ Dale R. Laurance* Director November 16, 1998 - ---------------------------- Dale R. Laurance /s/ I. W. Maloney* Director November 16, 1998 - ---------------------------- Irvin W. Maloney /s/ George O. Nolley* Director November 16, 1998 - ---------------------------- George O. Nolley /s/ R. Segovia* Director November 16, 1998 - ---------------------------- Rodolfo Segovia /s/ A.D. Syriani* Director November 16, 1998 - ---------------------------- Aziz D. Syriani /s/ Rosemary Tomich* Director November 16, 1998 - ---------------------------- Rosemary Tomich /s/ Donald P. de Brier November 16, 1998 - --------------------------------- *By: Donald P. de Brier, as Attorney-in-Fact INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION --- ----------- 5.1 Opinion of Robert E. Sawyer, Esq. regarding the Debt Securities 23.1 Consent of Independent Auditors (Arthur Andersen LLP). 23.2 Consent of Robert E. Sawyer, Esq. (included in his opinion filed as Exhibit 5.1). 25 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as Trustee under the Indenture. II-3
EXHIBIT 5.1 November 16, 1998 Occidental Petroleum corporation 10889 Wilshire Boulevard Los Angeles, California 90024 Re: Occidental Petroleum Corporation Registration Statement of Form S-3 ---------------------------------- Ladies and Gentlemen: I am Associate General Counsel of Occidental Petroleum Corporation, a Delaware corporation ("Occidental"), and am rendering this opinion in connection with the preparation of a Registration Statement on Form S-3 (the "462(b) Registration Statement"), which is to be filed by Occidental on November , 1998 under Rule 462(b) of the Securities Act of 1933, as amended (the "Securities Act"), in connection with the Registration Statement on Form S-3 (the "Effective Registration Statement" and together with the 462(b) Registration Statement, the "Registration Statement") of Occidental (File No. 333-52053) filed with the Securities and Exchange Commis sion (the "Commission") on May 7, 1998. The 462(b) Registration Statement relates to the registration under the Securities Act of $70,000,000 aggregate public offering price of senior debt securities (the "Debt Securities") of Occidental. The Debt Securities are to be issued pursuant to an Indenture, dated as of April 1, 1998 (the "Indenture"), between Occidental and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In connection with this opinion, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of such documents as I have deemed necessary or appropriate as a basis for the opinions set forth herein, including (i) the 462(b) Registration Statement (including the documents incorporated therein, including the Effective Registration Statement and the documents incorporated therein and forming a part thereof), (ii) the Restated Certificate of Incorporation and By-Laws of Occidental, in each case, as amended to date, (iii) the Indenture, and (iv) copies of certain resolutions adopted by the Board of Directors of Occidental relating to the execution of the Indenture, the issuance of the Debt Securities, the filing of the Registration Statement and any amendments or supplements thereto and related matters. In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to originals documents of all document submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein which I have not independently established or verified, I have relied upon statements and representations of officers and other representatives of Occidental and others. I am a member of the California and New York Bars and for purposes of this opinion do not express any opinion as to the laws of any jurisdiction other than the laws of the State of New York, the Federal laws of the United States and General Corporation Law of the State of Delaware. This opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof. Based upon and subject to the foregoing, I am of the opinion that when (a) the 462(b) Registration Statement becomes effective under the Securities Act; (b) the appropriate officers of Occidental have taken all necessary action pursuant to Section 301 of the Indenture to fix and approve the terms of the Debt Securities, including the establishment of the form or forms of certificates representing the Debt Securities pursuant to Section 201 of the Indenture; (c) the Indenture pursuant to which the Debt Securities are to be issued shall have been qualified under the Trust Indenture Act of 1939, as amended; and (d) the Debt Securities are duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to the purchasers thereof upon payment of the agreed upon consideration therefore, the Debt Securities will be validly issued and binding obligations of Occidental, enforceable against Occidental in accordance with their terms, except as may be subject to or limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity (regardless of whether enforcement is consider in a proceeding in equity or at law). I hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the 462(b) Registration Statement. I also consent to the reference to me under the heading "Legal Matters" in the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is require under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, By: /s/ Robert E. Sawyer ---------------------- Name: Robert E. Sawyer Title: Associate General Counsel
EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 16, 1998, included and incorporated by reference in Occidental Petroleum Corporation's Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in this registration statement. Los Angeles, California ARTHUR ANDERSEN LLP November 16, 1998
EXHIBIT 25 ================================================================================ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [__] ----------- THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 48 Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) ----------- OCCIDENTAL PETROLEUM CORPORATION (Exact name of obligor as specified in its charter) Delaware 95-4035997 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 10889 Wilshire Boulevard Los Angeles, California 90024 (Address of principal executive offices) (Zip code) ----------- Debt Securities (Title of the indenture securities) ================================================================================ 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. 16. LIST OF EXHIBITS. EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7a- 29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(d). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -2-
- ------------------------------------------------------------------------------------- Name Address - ------------------------------------------------------------------------------------- Superintendent of Banks of the State of 2 Rector Street, New York, New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York 10005 SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 16th day of November, 1998. THE BANK OF NEW YORK By: /s/THOMAS C. KNIGHT ----------------------------- Name: THOMAS C. KNIGHT Title: ASSISTANT VICE PRESIDENT Exhibit 7 - -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of 48 Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 1998, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts in Thousands ASSETS Cash and balances due from depos- itory institutions: Noninterest-bearing balances and currency and coin........................... $ 7,301,241 Interest-bearing balances.................... 1,385,944 Securities: Held-to-maturity securities.................. 1,000,737 Available-for-sale securities................ 4,240,655 Federal funds sold and Securities pur- chased under agreements to resell............ 971,453 Loans and lease financing receivables: Loans and leases, net of unearned income..................................... 38,788,269 LESS: Allowance for loan and lease losses............................... 632,875 LESS: Allocated transfer risk reserve.................................... 0 Loans and leases, net of unearned income, allowance, and reserve............. 38,155,394 Assets held in trading accounts................ 1,307,562 Premises and fixed assets (including capitalized leases).......................... 670,445 Other real estate owned........................ 13,598 Investments in unconsolidated subsidiaries and associated companies.................................... 215,024 Customers' liability to this bank on acceptances outstanding...................... 974,237 Intangible assets.............................. 1,102,625 Other assets................................... 1,944,777 ----------- Total assets................................... $59,283,692 =========== LIABILITIES Deposits: In domestic offices.......................... $26,930,258 Noninterest-bearing.......................... 11,579,390 Interest-bearing............................. 15,350,868 In foreign offices, Edge and Agreement subsidiaries, and IBFs............. 16,117,854 Noninterest-bearing.......................... 187,464 Interest-bearing............................. 15,930,390 Federal funds purchased and Securities sold under agreements to repurchase.......... 2,170,238 Demand notes issued to the U.S Treasury..................................... 300,000 I, Robert E. Keilman, Senior Vice President and Comptroller of the above- named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Robert E. Keilman We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. J. Carter Bacot, Director Thomas A. Renyi, Director Alan R. Griffith, Director - --------------------------------------------------------------------------------
Trading liabilities...................... 1,310,867 Other borrowed money: With remaining maturity of one year or less.............................. 2,549,479 With remaining maturity of more than one year through three years......... 0 With remaining maturity of more than three years.......................... 46,654 Bank's liability on acceptances exe- cuted and outstanding.................. 983,398 Subordinated notes and debentures........ 1,314,000 Other liabilities........................ 2,295,520 ----------- Total liabilities........................ 54,018,268 ----------- EQUITY CAPITAL Common stock............................. 1,135,284 Surplus.................................. 731,319 Undivided profits and capital reserves............................... 3,385,227 Net unrealized holding gains (losses) on available-for-sale securities............................. 51,233 Cumulative foreign currency transla- tion adjustments....................... ( 37,639) ----------- Total equity capital..................... 5,265,424 ----------- Total liabilities and equity capital................................ $59,283,692 ===========