As filed with the Securities and Exchange Commission on February 12, 2001
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.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA
(310) 208-8800
(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 this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
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] 33-40054
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. [ ]
(See Calculation of Registration Fee on following page)
CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
- - --------------------------------------------------------------------------------------------------------
Common Stock, $.20
par value (including
Preferred Stock 2,000,000 $23.72 $47,440,000 $11,860
Purchase Rights)
========================================================================================================
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
amount of the registration fee based on the average of the high and low
price for the Common Stock on February 9, 2001.
OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 208-8800
DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
AND
CHIEF EXECUTIVE OFFICER
DIVIDEND REINVESTMENT PLAN
Dear Occidental Stockholder:
I am pleased to send you this prospectus describing Occidental's Dividend
Reinvestment Plan. This plan enables our stockholders to purchase additional
shares of Occidental's common stock.
To participate, you must meet the following requirements:
o Own of record or have in your plan account at least 25 shares of
Occidental's common stock or 25 shares of Occidental's preferred
stock.
o Have the dividends on at least 25 of such shares invested pursuant to
the plan at all times.
If you meet these requirements and elect to participate in the plan, you
will enjoy the following advantages:
o You may purchase common stock at current market prices by reinvesting
your common or preferred stock cash dividends without paying any
brokerage commissions or service charges.
o You may also invest in additional shares of common stock at current
market prices by making optional cash deposits without paying any
brokerage commissions or service fees. Optional cash deposits must be
at least $50 per deposit and cannot total more than $1,000 per
calendar month.
To enroll in the plan, simply complete and mail the enclosed authorization
card in the envelope provided.
If you do not participate in the plan, you will continue to receive checks
for your dividends as they are declared and paid.
Sincerely,
/s/ R R IRANI
PROSPECTUS
[OXY LOGO]
OCCIDENTAL PETROLEUM CORPORATION
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan of Occidental Petroleum Corporation provides
eligible holders of its common stock and eligible holders of any series of
preferred stock outstanding with a convenient and economical method of
purchasing shares of Occidental's common stock without paying brokerage
commissions or service charges. To participate in the plan, you must own of
record or have in your plan account at least 25 shares of common stock or 25
shares of preferred stock and have the dividends on at least 25 of such shares
invested under the plan at all times.
As a participant in the plan, you may, without paying any brokerage
commissions or service charges,
o have cash dividends on 25 or more of their shares of common stock or
preferred stock automatically reinvested in additional shares of
common stock, and
o invest additional cash deposits of not less than $50 per deposit, up
to $1,000 per calendar month, for the purchase of shares of common
stock for their plan accounts.
If you do not elect to participate in the plan, you will continue to
receive cash dividends, by check as usual.
Mellon Bank is the administrator for the plan (the "Plan Administrator").
Mellon Bank has designated Mellon Investor Services LLC, and other agents to
perform certain services for the plan.
This prospectus relates to 2,000,000 authorized and unissued shares of
common stock reserved for issuance under the plan. Please keep this prospectus
for future reference, as it contains the terms and conditions governing the
plan.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is February 12, 2001.
TABLE OF CONTENTS
PAGE
Where You Can Find More Information..................2
Occidental...........................................3
Description of the Plan..............................3
Use of Proceeds.....................................10
Experts.............................................10
Legal Opinion.......................................10
Indemnification of Directors and Officers...........11
WHERE YOU CAN FIND MORE INFORMATION
Occidental files reports, proxy statements, and other information with the
Securities and Exchange Commission ("SEC"). Such reports, proxy statements, and
other information concerning Occidental can be read and copied at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Room. The SEC maintains an internet site at http://www.sec.gov that contains
reports, proxy statements and other information regarding issuers that file
electronically with the SEC, including Occidental. Occidental's common stock is
listed and traded on the New York Stock Exchange ("NYSE"), under the ticker
symbol "OXY". These reports, proxy statements, and other information are also
available for inspection at the offices of the NYSE, 20 Broad Street, New York,
New York 10005.
This prospectus is part of a registration statement filed with the SEC by
Occidental. The full registration statement can be obtained from the SEC as
indicated above or from Occidental.
The SEC allows Occidental to "incorporate by reference" the information it
files with the SEC. This permits Occidental to disclose important information to
you by referencing these filed documents. Any information referenced this way is
considered part of this prospectus, and any information filed with the SEC
subsequent to this prospectus will automatically be deemed to update and
supersede this information. Occidental incorporates by reference the following
documents which have been filed with the SEC:
o Annual Report on Form 10-K for the year ended December 31, 1999;
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000,
June 30, 2000 and September 30, 2000;
o Current Reports on Form 8-K, dated January 25, 2000 (filed January 26,
2000), March 1, 2000 (filed March 2, 2000), March 7, 2000 (filed March
15, 2000), March 7, 2000 (filed May 12, 2000) April 19, 2000 (filed
April 20, 2000), June 16, 2000 (filed June 19, 2000), June 28, 2000
(filed July 13, 2000), July 19, 2000 (filed July 20, 2000), October
18, 2000 (filed October 18, 2000), November 16, 2000 (filed November
16, 2000), and January 24, 2001 (filed January 24, 2001).
Occidental also incorporates by reference any future filings made with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934
(the "Exchange Act") until Occidental or the trusts sell all of the debt
securities and preferred securities.
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Occidental will provide without charge upon written or oral request, a copy
of any or all of the documents which are incorporated by reference to this
prospectus. Requests should be directed to Occidental Petroleum Corporation,
10889 Wilshire Boulevard, Los Angeles, California 90024, Attn: Christel Pauli,
Counsel and Assistant Secretary; telephone: (310) 208-8800.
OCCIDENTAL
Occidental explores for, develops, produces, and markets crude oil and
natural gas; and manufactures and markets a variety of chlorovinyls, including
basic chemicals, polymers, plastics, and specialty chemicals. Occidental
conducts its operations principally through two subsidiaries: Occidental Oil and
Gas Corporation and Occidental Chemical Corporation and its 29.5% interest in
the Equistar Chemicals, LP petrochemicals partnership and its 76% interest in
Oxy Vinyls, LP polyvinyl chloride and vinyl chloride monomer partnership.
Occidental's executive offices are located at 10889 Wilshire Boulevard, Los
Angeles, California 90024; telephone number: (310) 208-8800.
DESCRIPTION OF THE PLAN
The following is a statement, in question-and-answer form, of the
provisions of the plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The primary purpose of the plan is to provide holders of record of shares
of common stock and preferred stock with a convenient method of purchasing
shares of common stock without paying any brokerage commissions or service
charges.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participation in the plan allows you to
o invest all or part of your cash dividends on 25 or more shares of common
stock or preferred stock in shares of common stock without paying any brokerage
commissions or service charges
o purchase additional common stock with optional cash deposits, within
specified limits (as described in Question 8), without paying any brokerage
commissions or service charges
o obtain full investment use of funds, because fractional shares, as well
as whole shares, will be credited to your account
o avoid cumbersome safekeeping and record-keeping costs because the Plan
Administrator provides safekeeping services for the shares purchased under the
plan as well as reporting services that confirm purchases made under the plan
3
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE?
You are eligible to participate in the plan if (i) you own of record or
have in your plan account 25 or more shares of common stock or 25 or more shares
of preferred stock and (ii) you elect to have the dividends on 25 or more of
such shares invested under the plan (the "minimum reinvestment requirement").
You are not required, however, to participate in the plan with all classes of
Occidental's stock listed in your name. For example, you may reinvest your
common stock dividends, but you do not also need to reinvest your dividends on
any series of preferred stock.
If your shares are registered in a name other than your own (for example,
in the name of a broker or a nominee) and you want to participate, you must make
the appropriate arrangements with your broker or nominee for you to become a
stockholder of record by having at least 25 of your shares transferred to your
own name.
You may not enroll in the plan by purchasing your initial 25 shares of
common stock through the plan. If at any time you do not meet the minimum
reinvestment requirement, your plan account will be terminated without prior
notice. In such event, the shares in your account will be sold, and a check for
the net proceeds (the proceeds less the $15.00 plan termination fee and any
brokerage commission or other sales costs) will be sent to you by the Plan
Administrator.
4. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?
If you are an eligible stockholder, you may enroll in the plan by signing
the attached authorization card and returning it to the Plan Administrator. All
joint owners must sign. A return envelope is enclosed with this prospectus for
this purpose. Additional cards and copies of this prospectus may be obtained at
any time by contacting the Plan Administrator at the address set forth in
Question 20.
5. WHEN MAY YOU JOIN THE PLAN?
If you are an eligible stockholder, you may join the plan at any time.
If the Plan Administrator receives your authorization card on or before the
record date for a particular dividend, then your reinvestment will begin with
that dividend.
If your authorization card is received after the record date established
for a particular dividend, your reinvestment of dividends will not begin until
the dividend payment date following the next record date. (See Questions 7, 8,
11 and 12 for information concerning the investment of optional cash deposits.)
Dividend payment dates for common stock normally are on the 15th day of
January, April, July and October. Dividend payment dates for preferred stock
normally are on the first day of January, April, July and October. Record dates
for both common stock and preferred stock dividends normally occur in the second
week of the month preceding the dividend payment dates.
6. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The authorization card allows you to indicate the extent to which you wish
to participate in the plan. By checking the appropriate box on the authorization
card, you may choose to reinvest dividends paid on 25 or more shares of common
stock or preferred stock registered in your name in shares of common stock.
If you elect to reinvest dividends on only a part of your record shares,
you should indicate the number of shares (25 or more) to be included in the plan
in the blank on the authorization card. UNLESS YOU
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INDICATE A SPECIFIC NUMBER ON THE AUTHORIZATION CARDS, DIVIDENDS ON ALL SHARES
OF COMMON STOCK OR PREFERRED STOCK REGISTERED IN YOUR NAME WILL BE REINVESTED.
Dividends on all shares purchased for your account under the plan and held
by the Plan Administrator will be paid to the Plan Administrator and
automatically reinvested in additional shares of common stock.
You may change the extent of your participation in the plan at any time
after enrollment by notifying the Plan Administrator in writing at the address
set forth in Question 20, provided that you have the dividends on at least 25
shares of common stock or preferred stock invested under the plan at all times.
(See Question 3 for information about the minimum reinvestment requirement.) If
the notification is received before the record date established for a particular
dividend, the change in the extent of your participation will be effected with
that dividend. If the notification is received on or after the record date
established for a particular dividend, the change in the extent of your
participation will be effected with the dividend following the next record date.
7. HOW ARE OPTIONAL CASH DEPOSITS MADE?
You are not required to make optional cash deposits. However, you may make
optional cash deposits ONLY if you have elected to reinvest the dividends paid
on at least 25 shares of common stock or preferred stock registered in your
name.
You may make an initial optional cash deposit by mailing a check with an
executed authorization card in the enclosed envelope to the Plan Administrator.
After an authorization card has been received by the Plan Administrator,
optional cash deposits may be made by mailing a check, accompanied by the
tear-off portion of your account statement, to the Plan Administrator. All
checks should be made payable to Mellon Bank and mailed to the address set forth
in Question 20.
8. WHAT ARE THE LIMITATIONS ON THE AMOUNT OF OPTIONAL CASH DEPOSITS?
The deposit minimum is $50 per deposit. Optional deposits may not total
more than $1,000 per calendar month. You do not need to send the same amount of
money each time. There is no obligation to make an optional cash deposit.
PURCHASES UNDER THE PLAN
9. HOW AND WHEN IS COMMON STOCK ACQUIRED UNDER THE PLAN?
The shares to be acquired under the plan are expected to be purchased by
the Plan Administrator directly from Occidental. However, if Occidental is not
making newly issued shares available for purchase under the plan, the Plan
Administrator will purchase shares of common stock for the plan in the open
market. The Plan Administrator will acquire shares of common stock on or about
the relevant investment date. In any month in which a common stock dividend is
paid, the investment date is the common stock dividend payment date. In any
other month, the investment date is the 15th day of such month. If, however, the
investment date falls on a date when the New York Stock Exchange is closed, the
first day on which the New York Stock Exchange is open immediately preceding
such date will be the investment date.
In the event that the number of shares of common stock purchased for your
account is not an even number of shares, your account will be credited with the
full number of shares and a fraction of a share computed to four decimal places.
5
10. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
The price of shares of common stock purchased directly from Occidental
under the plan with reinvested dividends or optional cash deposits will be the
closing price of the common stock as published in The Wall Street Journal report
of the New York Stock Exchange Composite Transactions as of the investment date.
The price of common stock shares purchased in the open market with reinvested
dividends or with optional cash deposits will be the average price of the common
stock purchased for the plan by the Plan Administrator with respect to the
applicable investment date, exclusive of taxes and commissions.
11. WHEN ARE OPTIONAL CASH DEPOSITS INVESTED?
Cash deposits received from you will be invested once each month on the
investment date in order to minimize accumulation of uninvested funds. NO
INTEREST WILL BE PAID BY OCCIDENTAL OR THE PLAN ADMINISTRATOR ON OPTIONAL CASH
DEPOSITS HELD BY THE PLAN ADMINISTRATOR PRIOR TO THE INVESTMENT DATE REFERRED TO
IN QUESTION 9. Therefore, if you have elected to participate in the plan by
having the dividends on all or part of your shares reinvested and you wish to
make optional cash payments as well, you are encouraged to mail your checks for
optional cash deposits so they reach Mellon Investor Services as close to but
not later than two business days before each investment date. All such payments
received by Mellon Investor Services on or after that date will be held for
investment in the following month.
12. UNDER WHAT CIRCUMSTANCES WILL OPTIONAL CASH DEPOSITS BE REFUNDED OR
RETURNED?
You may obtain a refund of an optional cash deposit, provided that the Plan
Administrator receives written notice at least two business days prior to the
investment date. As long as the check for the optional cash deposit has cleared,
the Plan Administrator promptly will refund your deposit.
In addition, if you send in a cash deposit and you are not participating in
the plan or eligible to participate in the plan, your check will be returned to
you.
COSTS
13. WHO PAYS THE EXPENSES IN CONNECTION WITH PURCHASES UNDER THE PLAN?
Occidental pays the expenses for purchases under the plan. You will not pay
brokerage commissions or service charges for purchases made under the plan.
Occidental will pay for all administrative costs of the plan. However, the
following fees apply:
o $5.00 if you request a withdrawal of full-share certificates from your
plan account
o $15.00 plus any applicable brokerage commissions or other costs if you
request the Plan Administrator to sell any of your shares
o $3.00 for any deposit of your directly held shares to your plan
account
The fee for selling any of the shares in your plan account plus any
applicable brokerage commissions or other costs will be deducted from the
proceeds from the sale of your shares. All other fees are payable by check to
Mellon Bank at the time you make any of the above requests/delivery of
certificates.
6
YOUR ACCOUNTS AND REPORTS
14. WHAT KINDS OF ACCOUNTS ARE MAINTAINED UNDER THE PLAN, AND WHAT REPORTS
WILL BE FURNISHED?
The Plan Administrator will maintain a separate account for you. All shares
purchased for you under the plan will be credited to your account. The Plan
Administrator will mail to you a statement confirming any purchase of shares
soon after the purchase is made. In addition, you will receive copies of all
Occidental reports to stockholders, proxy statements, and dividend income
information for tax purposes.
CERTIFICATES FOR SHARES
15. WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASED UNDER THE PLAN?
Certificates for shares of common stock purchased under the plan will be
issued to you only upon your written request and your payment of the $5.00 fee
referred to in Question 13. If you do not make a written request, your shares
will be held in the name of the Plan Administrator or its nominee. The number of
shares purchased for your account under the plan will be shown on your statement
of account. This feature protects against loss, theft or destruction of stock
certificates.
16. MAY YOU DEPOSIT CERTIFICATES FOR SHARES OF COMMON STOCK IN YOUR ACCOUNT
BY TRANSFERRING STOCK CERTIFICATES THAT YOU POSSESS?
Yes. If you hold certificates for common stock, you may send the
certificates to the Plan Administrator at the address set forth in Question 20
and have them registered in the name of the Plan Administrator, who will add
them to your plan account and hold them for you in safekeeping. There is a
charge of $3.00 per deposit, regardless of the number of shares you deposit. A
check for this amount, payable to Mellon Bank, together with your stock
certificates, should be delivered to the Plan Administrator. THE METHOD OF
DELIVERY OF YOUR STOCK CERTIFICATE(S) AND CHECK IS AT YOUR ELECTION AND AT YOUR
RISK. If mailed, it is suggested that such items be mailed by registered mail,
with return receipt requested, properly insured.
17. MAY YOU WITHDRAW CERTIFICATES FOR SHARES FROM THE PLAN?
Yes. If you make a written request, certificates for any number of whole
shares credited to or deposited in your account under the plan will be issued to
you. There is a fee of $5.00 for each withdrawal, payable by check to Mellon
Bank, at the time you make your request. Dividends on those shares, as well as
dividends on any full or fractional shares remaining in your account, will
continue to be reinvested unless you notify the Plan Administrator in writing to
the contrary. Certificates for fractions of shares will not be issued. If you
withdraw all of your shares from your plan account, dividends on those shares
will continue to be reinvested unless you notify the Plan Administrator that you
have decided to terminate your participation in the plan. (See Question 18 for
instructions on terminating participation in the plan.) REMEMBER, IF YOU DO NOT
AT ALL TIMES HAVE THE DIVIDENDS ON 25 OR MORE SHARES OF COMMON STOCK OR
PREFERRED STOCK REINVESTED UNDER THE PLAN, YOUR PLAN ACCOUNT WILL BE TERMINATED.
(SEE QUESTION 3 REGARDING PLAN ELIGIBILITY AND QUESTION 19 FOR INFORMATION ABOUT
INVOLUNTARY TERMINATION.)
TERMINATION OF DIVIDEND REINVESTMENT
18. HOW DO YOU VOLUNTARILY TERMINATE THE REINVESTMENT OF DIVIDENDS UNDER
THE PLAN?
You may terminate your participation in the plan at any time by sending a
written notice of termination to the Plan Administrator at the address set forth
in Question 20 together, if applicable, with a check payable to Mellon Bank for
the fee described below. If the termination notice is received by the Plan
Administrator less than 15 days before a dividend record date, the termination
will not be effective until after the payment of the related dividend, and the
cash dividend, along with any optional cash deposit received
7
less than 15 days before that dividend record date, will be reinvested in shares
under the plan. If you terminate your participation in the plan, or upon
termination of the plan by Occidental, certificates for whole shares credited to
your account under the plan will be issued to you and a cash payment made for
any fraction of a share unless you request that some or all whole shares be
sold.
If you terminate your participation in the plan, there is a fee of $5.00 if
you request certificates for your whole shares, payable by check to Mellon Bank,
at the time you make your request. If you request that all or part of your whole
shares be sold, $15.00 plus any applicable brokerage commissions or other costs
will be deducted from the proceeds from the sale of your shares. Please note
that if you request that only part of your shares be sold, you must pay the
$5.00 fee for the issuance of a certificate for the remaining whole shares in
addition to the $15.00 charge and other costs for selling a part of your shares.
19. CAN YOUR PLAN ACCOUNT BE TERMINATED FOR ANY OTHER REASON?
Yes. Your plan account will be terminated by the Plan Administrator without
notice if you fail to meet the minimum reinvestment requirement as described in
Question 3. In the event your account is terminated for failure to meet the
minimum reinvestment requirement, the shares in your plan account will be sold
by the Plan Administrator and you will receive a check for the net proceeds (the
proceeds from the sale of your shares less the $15.00 termination fee and any
brokerage commissions or transfer tax).
ADMINISTRATION
20. WHO ADMINISTERS THE PLAN?
The Plan Administrator administers the plan by acquiring shares of common
stock, keeping records, sending statements of account, and performing other
duties relating to the plan. All correspondence regarding the plan should be
directed to
Mellon Investor Services LLC
Dividend Reinvestment
P.O. Box 3336
South Hackensack, New Jersey 07606-1936
or
Telephone 1-800-622-9231
or
email www.mellon-investor.com
OTHER INFORMATION
21. MAY YOU REQUEST THAT THE PLAN ADMINISTRATOR SELL SHARES OF COMMON STOCK
HELD IN YOUR PLAN ACCOUNT?
Yes. While continuing to participate in the plan or upon termination of
your participation in the plan, you may request that the Plan Administrator sell
some or all of the full shares in your plan account by writing to the Plan
Administrator at the address set forth in Question 20 or by calling the toll
free 800 number set forth in Question 20. All such sales by the Plan
Administrator will be made in the open market and may be netted in whole or in
part against purchases, as determined by the Plan Administrator.
Full and fractional shares sold on behalf of terminating participants may
be combined with those of other terminating participants, in which case the
proceeds for each participant will be based on the average sales prices of all
such shares.
8
If you choose to sell shares, the Plan Administrator will deduct from the
proceeds of the sale of your shares a charge of $15.00, plus brokerage
commissions and any transfer tax, which will reduce the gain or increase the
loss reported by you for tax purposes.
22. WHAT HAPPENS TO YOUR PLAN ACCOUNT IF ALL SHARES OF COMMON STOCK OR
PREFERRED STOCK IN YOUR OWN NAME ARE TRANSFERRED OR SOLD?
If you dispose of all shares of common stock and preferred stock registered
in your own name, the Plan Administrator will continue to reinvest the dividends
on the shares held in your plan account if the shares in your account are
sufficient to satisfy the minimum reinvestment requirement described in Question
3 until you notify the Plan Administrator that you wish to terminate
participation in the plan. (See Question 18 for instructions on terminating
participation in the plan.) If you do not have enough shares in your plan
account to meet the minimum reinvestment requirement, your plan account will be
terminated without notice by the Plan Administrator. (See Question 19 for
information about involuntary termination.)
23. WHAT HAPPENS IF OCCIDENTAL ISSUES A STOCK DIVIDEND, DECLARES A STOCK
SPLIT OR HAS A RIGHTS OFFERING?
Any shares of common stock distributed by Occidental as a stock dividend or
a stock split on shares of the common stock in your plan account as of the
record date for such a stock dividend or stock split will be credited to your
plan account. Stock dividends or split shares distributed on shares held in your
own name will be mailed directly to you.
In the event that Occidental makes available to its stockholders salable
rights to purchase additional shares of common stock or other securities, such
rights accruing to shares registered in your name will be sent to you, but
rights accruing to shares held by the Plan Administrator for participants will
be sold and the proceeds invested in additional shares of common stock prior to
or with the next regular cash dividend. If you wish to exercise purchase rights
as to shares held by the Plan Administrator, you must request that a stock
certificate for such shares be sent to you by the Plan Administrator prior to
the record date of the rights offering. (See Question 17 for information
concerning withdrawal of certificates.)
24. HOW WILL YOUR SHARES BE VOTED AT MEETINGS OF STOCKHOLDERS?
For each meeting of stockholders, you will receive a proxy card that will
enable you to vote shares registered in your name as well as the shares credited
to your account.
25. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
Generally, any cash dividend reinvested under the plan will be taxable as
ordinary income (to the extent of Occidental's current or accumulated earnings
and profits) as though the dividend had been received in cash. In this respect,
as a participant in the plan, you are treated the same as stockholders who do
not participate.
Your pro rata share of brokerage commissions, if any, paid by Occidental
for purchases for your account made in the open market must be reported by
Occidental as taxable income to you. Such brokerage commissions will become a
part of the cost of the shares purchased. The service charges paid by Occidental
to the Plan Administrator also may be considered income to you. The service
charges, however, may be deductible as a miscellaneous itemized deduction.
A taxable gain or loss generally will be realized by you when your shares
(whether purchased with reinvested dividends or with optional cash deposits) are
sold for your account by the Plan Administrator.
In the case of those participating stockholders, including foreign
stockholders, who elect to have their dividends reinvested pursuant to the plan
and whose dividends are subject to United States income tax
9
withholding, the amount of the tax to be withheld will be deducted from the
amount of dividends to determine the amount of dividends to be reinvested.
Account statements should be retained to help determine the tax basis of
shares acquired under the plan for computing gain or loss. For additional
information or other possible tax consequences, you are advised to consult your
tax adviser.
26. WHAT ARE THE LIABILITIES OF THE PLAN ADMINISTRATOR UNDER THE PLAN?
The Plan Administrator will not be liable under the plan for any act done
in good faith or for any good faith omission to act, including, without
limitation, any such act or omission that occurs prior to the termination of
participation in the plan regarding the prices at which shares are purchased or
shares or other securities are sold for your account as well as the times such
purchases or sales are made. NEITHER OCCIDENTAL NOR THE PLAN ADMINISTRATOR CAN
ASSURE YOU OF PROFITS OR PROTECT YOU AGAINST LOSSES ON SHARES PURCHASED AND/OR
HELD UNDER THE PLAN.
STOCKHOLDERS ARE CAUTIONED THAT THIS PROSPECTUS DOES NOT REPRESENT A CHANGE
IN OCCIDENTAL'S DIVIDEND POLICY OR A GUARANTEE OF FUTURE DIVIDENDS, THE
DECLARATION OF WHICH BY OCCIDENTAL'S BOARD OF DIRECTORS WILL CONTINUE TO DEPEND
UPON CURRENT AND PROJECTED EARNINGS, THE FINANCIAL CONDITION OF OCCIDENTAL AND
OTHER FACTORS.
27. CAN OCCIDENTAL AMEND, SUSPEND OR TERMINATE THE PLAN?
Occidental may, upon written notice to all participants, amend, suspend or
terminate the plan at any time.
28. WHAT LAW GOVERNS THE PLAN?
The terms and conditions of the plan and its operation are governed by the
laws of the State of New York.
USE OF PROCEEDS
Occidental will use the net proceeds from any shares sold pursuant to the
plan for general corporate purposes. Occidental has no basis for estimating
either the number of shares that will ultimately be purchased from Occidental,
if any, under the plan or the prices at which such shares will be sold.
EXPERTS
The consolidated financial statements and financial statement schedule of
Occidental and its consolidated subsidiaries included in Occidental's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, which are
incorporated by reference in this prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report,
which is incorporated by reference herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said report.
LEGAL OPINION
The legality of the shares of common stock offered under the plan was
passed upon for Occidental by Linda S. Peterson, Esq., Assistant General Counsel
of Occidental. Ms. Peterson beneficially owns and
10
has the right to acquire under employee stock options and under the Occidental
Petroleum Corporation Savings Plan, an aggregate of less than 1% of the
outstanding common stock of Occidental.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law ("DGCL") and Occidental's by-laws
provide for the indemnification of directors and officers under certain
conditions. In addition, the directors and officers of Occidental are insured
under certain insurance policies, which protect them against claims arising from
certain wrongful acts committed in their capacities as directors and/or officers
for which they are not already indemnified by Occidental.
After receiving the approval of Occidental's stockholders on May 21, 1987,
Occidental's Restated Certificate of Incorporation was amended to implement the
provisions of Section 102(b) (7) of the DGCL, which permits corporations to
limit or to eliminate the personal liability of directors for certain breaches
of their fiduciary duties. Occidental's directors therefore are not personally
liable to Occidental or its stockholders for monetary damages resulting from any
breach of fiduciary duty as a director, with the following exceptions:
(1) any breach of the duty of loyalty to Occidental or its stockholders;
(2) acts or omissions not in good faith, or which involve intentional
misconduct, or a knowing violation of law;
(3) liability under Section 174 of the DGCL (involving certain unlawful
dividends, stock repurchases or stock redemptions); or
(4) any transactions from which the directors derived an improper personal
benefit.
Except for the exceptions listed above, a director is not liable for
actions involving negligence or gross negligence, including actions in response
to acquisition proposals.
Occidental's stockholders also voted on May 21, 1987 to authorize
Occidental to enter into indemnification agreements with its directors. Such
agreements subsequently were entered into with each of Occidental's directors.
These agreements provide, among other things, for the following:
(1) indemnification to the fullest extent permitted by law against any
costs, expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement of any claim against a director unless it
is determined, as provided in the indemnification agreement, that
indemnification is not permitted under law;
(2) the prompt advancement of expenses to any director in connection with
his or her defense against any threatened or pending claim;
(3) the creation of a trust in the event of a potential change of control
to provide a source for payment of indemnification obligations of
Occidental; and
(4) a provision that limits legal action against a director by or on
behalf of Occidental to a period of two years from the date of accrual
of such a cause of action.
Similar indemnification agreements may from time to time be entered into
with officers of Occidental or certain other employees or agents of Occidental.
The SEC has informed Occidental that the indemnification of directors,
officers, or other persons controlling Occidental pursuant to the foregoing
provisions against liabilities arising under the Securities Act of 1933 is
against public policy as expressed in said Act, and is therefore unenforceable.
11
PART II
-------
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses to be borne by Occidental in
connection with the offerings described in this Registration Statement.
SEC filing fee...................................................... 11,860.00
Printing fees and expenses.......................................... 3,815.00
Accounting fees and expenses........................................ 2,000.00
Legal fees and expenses............................................. 0.00
Blue sky fees and expenses.......................................... 500.00
Fees of Plan Administrator.......................................... 0.00
Miscellaneous....................................................... 1,000.00
--------------
Total....................................................... 19,175.00
==============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (DGCL) permits the
Board of Directors of Occidental to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amount paid in settlement
actually and reasonably incurred by him or her in connection with any
threatened, pending or completed action, suit or proceeding in which such person
is made a party by reason of his or her being or having been a director,
officer, employee or agent of Occidental, as the case may be, in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933, as amended (the Securities Act). The statute
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
Occidental's Restated Certificate of Incorporation, as amended, provides
for the indemnification of its directors and officers to the fullest extent
permitted by the DGCL. Occidental has also entered into indemnification
agreements with each director and certain officers providing for additional
indemnification. Additionally, Article VIII of Occidental's By-laws provides
that Occidental shall indemnify directors and officers under certain
circumstances for liabilities and expenses incurred by reason of their
activities in such capacities. In addition, Occidental has insurance policies
that provide liability coverage to directors and officers while acting in such
capacities.
The directors and officers of Occidental are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising
under the Securities Act, which might be incurred by them in such capacities.
ITEM 16. EXHIBITS
3.(i) Restated Certificate of Incorporation of Occidental, dated November
12, 1999 (incorporated by reference to Exhibit 3.(i) to the Annual
Report on Form 10-K of Occidental for the fiscal year ended December
31, 1999).
3.(ii) By-laws of Occidental, as amended through April 30, 1999 (filed as
Exhibit 3.(ii) to the Registration Statement on Form S-8 of
Occidental, File No. 333-78031).
II-1
5.1 Opinion of Linda S. Peterson, Esq.
23.1 Consent of Linda S. Peterson, Esq. (Included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (Reference is hereby made to page __).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any propectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Donald
P. de Brier, Robert E. Sawyer and Linda S. Peterson his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all Amendments (including
Post-Effective Amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, here ratifying and confirming all that said attorneys-in-fact and
agents, each acting along, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Occidental
Petroleum Corporation 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 February
12, 2001.
OCCIDENTAL PETROLEUM CORPORATION
By: /s/ RAY R. IRANI
-------------------------------
Ray R. Irani
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
/s/ RAY R. IRANI Chairman of the Board of February 12, 2001
- - ----------------------------------- Directors and Chief Executive
Ray R. Irani Officer
/s/ STEPHEN I. CHAZEN Executive Vice President - February 12, 2001
- - ----------------------------------- Corporate Development
Stephen I. Chazen and Chief Financial Officer
/s/ SAMUEL P. DOMINICK, JR. Vice President and Controller February 12, 2001
- - ----------------------------------- (Chief Accounting Officer)
Samuel P. Dominick, Jr.
/s/ RONALD W. BURKLE Director February 12, 2001
- - -----------------------------------
Ronald W. Burkle
Director February 12, 2001
- - -----------------------------------
John S. Chalsty
/s/ EDWARD P. DJEREJIAN Director February 12, 2001
- - -----------------------------------
Edward P. Djerejian
II-4
/s/ JOHN E. FEICK Director February 12, 2001
- - -----------------------------------
John E. Feick
/s/ J. ROGER HIRL Director February 12, 2001
- - -----------------------------------
J. Roger Hirl
/s/ DALE R. LAURANCE Director February 12, 2001
- - -----------------------------------
Dale R. Laurance
/s/ IRVIN W. MALONEY Director February 12, 2001
- - -----------------------------------
Irvin W. Maloney
/s/ RUDOLFO SEGOVIA Director February 12, 2001
- - -----------------------------------
Rudolfo Segovia
/s/ AZIZ SYRIANI Director February 12, 2001
- - -----------------------------------
Aziz Syriani
/s/ ROSEMARY TOMICH Director February 12, 2001
- - -----------------------------------
Rosemary Tomich
II-5
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
3.(i) Restated Certificate of Incorporation of Occidental, dated November
12, 1999 (incorporated by reference to Exhibit 3.(i) to the Annual
Report on Form 10-K of Occidental for the fiscal year ended December
31, 1999).
3.(ii) By-laws of Occidental, as amended through April 30, 1999 (filed as
Exhibit 3.(ii) to the Registration Statement on Form S-8 of
Occidental, File No. 333-78031).
5.1 Opinion of Linda S. Peterson, Esq.
23.1 Consent of Linda S. Peterson, Esq. (Included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (Reference is hereby made to page II-4).
EXHIBIT 5.1
10889 WILSHIRE BOULEVARD
(LOGO) OCCIDENTAL PETROLEUM CORPORATION LOS ANGELES, CALIFORNIA 90024
TELEPHONE (310) 208-8800
FACSIMILE (310) 443-6690
LINDA S. PETERSON
ASSISTANT GENERAL COUNSEL
Direct Telephone (310) 443-6189
Direct Facsimile (310) 443-6737
E-Mail linda_peterson@oxy.com
February 12, 2001
Occidental Petroleum Corporation
10889 Wilshire Boulevard
Los Angeles, CA 90024
Re: Occidental Petroleum Corporation
Registration Statement on Form S-3
Occidental Petroleum Corporation
Dividend Reinvestment Plan
Ladies and Gentlemen:
I am an Assistant General Counsel of Occidental Petroleum Corporation, a
Delaware corporation ("Occidental"), and have acted as counsel to Occidental in
connection with the preparation of the above-referenced Registration Statement
on Form S-3, submitted by Occidental to the Securities and Exchange Commission
("Commission") on February 12, 2001 (the "Registration Statement"). The
Registration Statement relates to the registration under the Securities Act of
1933, as amended (the "1933 Act"), of 2,000,000 shares (the "Shares") of Common
Stock, par value $.20 per share, of Occidental. The Shares are to be issued in
accordance with the Occidental Petroleum Corporation Dividend Reinvestment Plan.
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
such records of Occidental and all such agreements, certificates of public
officials, certificates of officers or other representatives of Occidental and
others and such other documents, certificates and records as I have deemed
necessary or appropriate as a basis for the opinions set forth herein,
including, without limitation, (i) the Registration Statement (together with the
form of prospectus forming a part thereof), (ii) the Restated Certificate of
Incorporation and By-laws of Occidental, as amended to date, (iii) copies of
certain resolutions adopted by the Board of Directors of Occidental, relating to
the adoption of the Plan, the filing of the Registration Statement and any
amendments or supplements thereto, and the issuance of the Shares and related
matters, and (iv) the Plan. 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 original documents of
all documents 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.
Occidental Petroleum Corporation
February 12, 2001
Page 2
I am a member of the California and New York Bars and for purposes of this
opinion do not hold myself out as an expert on, nor do I express any opinion as
to, the laws of any jurisdiction other than the General Corporation Law of the
State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized and, when issued and paid for in accordance
with the Plan, will be validly issued, fully paid and nonassessable.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the 1933 Act and is furnished to you solely
for your benefit in connection with the filing of the Registration Statement and
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent. I hereby consent to the filing of this
opinion with the Commission as Exhibit 5 to the 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
included in the category of persons whose consent is required under Section 7 of
the 1933 Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ LINDA S. PETERSON
Linda S. Peterson
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 3, 2000
(except with respect to the matters discussed in Note 18, as to which the date
is March 8, 2000), included or incorporated by reference in Occidental Petroleum
Corporation's Annual Report on Form 10-K for the year ended December 31, 1999
and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
February 12, 2001