As filed with the Securities and Exchange Commission on May 26, 2000
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OCCIDENTAL PETROLEUM CORPORATION
(EXACT NAME OF ISSUER 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)
OCCIDENTAL PETROLEUM CORPORATION
1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(FULL TITLE OF THE PLAN)
DONALD P. DE BRIER, ESQ., GENERAL COUNSEL
OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA
(310) 208-8800
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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 100,000 (2) $23.344 $2,334,400 $616.28
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 May 24, 2000.
(2) Includes an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the plan as the results of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Registrant.
PART II
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Annual Report on Form 10-K of Occidental Petroleum Corporation
("Occidental" or the "Registrant") for the year ended December 31, 1999;
(b) (i) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2000;
(ii) 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), April 19, 2000 (filed April 20, 2000) and dated March 7, 2000
(filed May 12, 2000); and
(c) The description of the Common Stock contained in the Registration
Statement on Form 8-B, dated June 26, 1986 (as amended by Form 8, dated December
22, 1986, Form 8, dated February 3, 1988, Form 8-B/A, dated July 12, 1993, Form
8-B/A, dated March 21, 1994, and Form 8-B/A, dated November 2, 1995 and
including any amendment or report filed for the purpose of updating such
descriptions subsequent to the date of this Registration Statement).
All documents filed by the Registrant or the Occidental Petroleum
Corporation 1996 Restricted Stock Plan for Non-Employee Directors (the "Plan")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, after the date hereof prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of delivery of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock registered pursuant hereto has been passed
upon by Linda S. Peterson, an Assistant General Counsel of the Registrant. Ms.
Peterson beneficially owns, and has rights to acquire under employee stock
options, an aggregate of less than 1% of the outstanding shares of Common Stock
of Occidental.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain
1
circumstances for liabilities incurred in connection with their activities in
such capacities (including reimbursement for expenses incurred). Occidental's
Restated Certificate of Incorporation, as amended, provides for the elimination
of personal liability of its directors to the full extent permitted by the
Delaware General Corporation Law and Occidental has entered into indemnification
agreements with each director and certain officers providing for additional
indemnification. 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. 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).
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 4).
99.1 Occidental Petroleum Corporation 1996 Restricted Stock Plan for
Non-Employee Directors, as amended April 28, 2000 (incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of
Occidental for the quarterly period ended March 31, 2000).
ITEM 9. UNDERTAKINGS
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 prospectus 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
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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.
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.
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.
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.
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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-8 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 May 25,
2000.
OCCIDENTAL PETROLEUM CORPORATION
By: 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
--------- ----- ----
RAY R. IRANI Chairman of the Board of May 26, 2000
- --------------------------- Directors and Chief Executive
Ray R. Irani Officer
STEPHEN I. CHAZEN Executive Vice President - May 26, 2000
- --------------------------- Corporate Development
Stephen I. Chazen and Chief Financial Officer
SAMUEL P. DOMINICK, JR. Vice President and Controller May 26, 2000
- --------------------------- (Chief Accounting Officer)
Samuel P. Dominick, Jr.
RONALD W. BURKLE Director May 26, 2000
- ---------------------------
Ronald W. Burkle
JOHN S. CHALSTY Director May 26, 2000
- ---------------------------
John S. Chalsty
EDWARD P. DJEREJIAN Director May 26, 2000
- ---------------------------
Edward P. Djerejian
JOHN E. FEICK Director May 26, 2000
- ---------------------------
John E. Feick
J. ROGER HIRL Director May 26, 2000
- ---------------------------
J. Roger Hirl
DALE R. LAURANCE Director May 26, 2000
- ---------------------------
Dale R. Laurance
IRVIN W. MALONEY Director May 26, 2000
- ---------------------------
Irvin W. Maloney
RUDOLFO SEGOVIA Director May 26, 2000
- ---------------------------
Rudolfo Segovia
AZIZ SYRIANI Director May 26, 2000
- ---------------------------
Aziz Syriani
ROSEMARY TOMICH Director May 26, 2000
- ---------------------------
Rosemary Tomich
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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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 4).
99.1 Occidental Petroleum Corporation 1996 Restricted Stock Plan for
Non-Employee Directors, as amended April 28, 2000 (incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of
Occidental for the quarterly period ended March 31, 2000).
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
May 26, 2000
Occidental Petroleum Corporation
10889 Wilshire Boulevard
Los Angeles, CA 90024
Re: Occidental Petroleum Corporation
Registration Statement on Form S-8
Occidental Petroleum Corporation
1996 Restricted Stock Plan for Non-Employee Directors
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-8, submitted by Occidental to the Securities and Exchange Commission
("Commission") on May __, 2000 (the "Registration Statement"). The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended (the "1933 Act"), of 100,000 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 1996 Restricted Stock Plan for
Non-Employee Directors (the "Plan") with respect to awards of restricted stock
under the 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, (iv) copies of the action adopted at the Annual Meeting of Stockholders
approving the amendment of the Plan to, among other things, measure the number
of shares available for issuance (v) the Plan. At a meeting of the Board of
Directors of Occidental relating to the adoption of the Rights Agreement, the
Board of Directors was advised on a number of questions of Delaware law,
including that there is no direct judicial precedent in Delaware regarding an
identical form of rights agreement. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all
Occidental Petroleum Corporation
May 26, 2000
Page 2
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.
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,
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 reports dated February 3,
2000 (except with respect to the matter discussed in Note 18, as to which the
date is March 8, 2000), included in 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.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
May 24, 2000