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SCHEDULE 13G
Amendment No. 2
Occidental Petroleum Corporation
Common Stock
Cusip # 674599105
Cusip # 674599105
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: Commonwealth of Massachusetts
Item 5: 2,403,162
Item 6: None
Item 7: 36,852,427
Item 8: None
Item 9: 36,852,427
Item 11: 11.05%
Item 12: HC
Cusip # 674599105
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 36,852,427
Item 8: None
Item 9: 36,852,427
Item 11: 11.05%
Item 12: IN
Cusip # 674599105
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 36,852,427
Item 8: None
Item 9: 36,852,427
Item 11: 11.05%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Occidental Petroleum Corporation
Item 1(b). Name of Issuer's Principal Executive Offices:
10889 Wilshire Boulevard
Los Angeles, CA 90024-4201
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None, Residence:
82 Devonshire Street, Boston, Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
674599105
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the
person filing, FMR Corp., is a parent holding company in accordance
with Section 240.13d-1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned:
36,852,427
(b) Percent of Class:
11.05%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
2,403,162
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the disposition of:
36,852,427
(iv) shared power to dispose or to direct the disposition of:
None
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the common stock of Occidental Petroleum Corporation .
No one person's interest in the common stock of Occidental
Petroleum Corporation is more than five percent of the total
outstanding common stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
See attached Exhibit(s) A, B, and C.
Item 8. Identification and Classification of Members of the Group.
Not applicable, see attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Schedule 13G in connection with FMR Corp.'s beneficial
ownership of the common stock of Occidental Petroleum
Corporation at December 31, 1996 is true, complete and
correct.
February 14, 1997
Date
/s/Arthur S. Loring
Signature
Arthur S. Loring, Vice
President
Name/Title
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity
Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
is the beneficial owner of 33,981,190 shares or 10.19% of the common stock
outstanding of Occidental Petroleum Corporation ("the Company") as a result
of acting as investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940. The number of shares
of common stock of Occidental Petroleum Corporation owned by the investment
companies at December 31, 1996 included 2,775,446 shares of common stock
resulting from the assumed conversion of 1,571,600 shares of $3 Convertible
Preferred Stock (1.766 shares of common stock for each share of the
Convertible Preferred Stock). The number of shares of common stock of
Occidental Petroleum Corporation owned by the investment companies at December
31, 1996 also included 1,415,967 shares of common stock resulting from the
assumed conversion of 644,500 shares of $3.875 Convertible Preferred Stock
(2.197 shares of common stock for each share of the Convertible Preferred
Stock).
Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the
funds each has sole power to dispose of the 33,981,190 shares owned by the
Funds.
Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has
the sole power to vote or direct the voting of the shares owned directly by
the Fidelity Funds, which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written guidelines
established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 2,829,836 shares or 0.85% of the common stock outstanding
of the Company as a result of its serving as investment manager of the
institutional account(s). The number of shares of common stock of Occidental
Petroleum Corporation owned by the institutional account(s) at December 31,
1996 included 364,502 shares of common stock resulting from the assumed
conversion of 206,400 shares of the $3 Convertible Preferred Stock described
above.
Edward C. Johnson 3d and FMR Corp., through its control of Fidelity
Management Trust Company, each has sole dispositive power over 2,829,836
shares and sole power to vote or to direct the voting of 2,361,762 shares, and
no power to vote or to direct the voting of 468,074 Shares of common stock
owned by the institutional account(s) as reported above.
Members of the Edward C. Johnson 3d family and trusts for their benefit
are the predominant owners of Class B shares of common stock of FMR Corp.,
representing approximately 49% of the voting power of FMR Corp. Mr. Johnson
3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and Abigail
P. Johnson is a Director of FMR Corp. The Johnson family group and all other
Class B shareholders have entered into a shareholders' voting agreement under
which all Class B shares will be voted in accordance with the majority vote of
Class B shares. Accordingly, through their ownership of voting common stock
and the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the Investment Company Act of 1940, to
form a controlling group with respect to FMR Corp.
Fidelity International Limited, Pembroke Hall, 42 Crowlane, Hamilton,
Bermuda, and various foreign-based subsidiaries provide investment advisory
and management services to a number of non-U.S. investment companies (the
"International Funds") and certain institutional investors. Fidelity
International Limited is the beneficial owner of 41,400 shares or 0.01% of the
common stock outstanding of the Company. Additional information with respect
to the beneficial ownership of Fidelity International Limited is shown on
Exhibit B, page 1.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to instructions in Item 7 of Schedule 13G, this Exhibit has been
prepared to identify Fidelity International Limited, Pembroke Hall, 42 Crow
Lane, Hamilton, Bermuda, a Bermudian joint stock company incorporated for an
unlimited duration by private act of the Bermuda Legislature (FIL) and an
investment adviser to various investment companies (the "International Funds")
and certain institutional investors, as a beneficial owner of the 41,400
shares or 0.01% of the common stock outstanding of Occidental Petroleum
Corporation .
Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity
Management & Research Company (Fidelity), a wholly-owned subsidiary of FMR
Corp. On that date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR Corp. FIL currently operates as an
entity independent of FMR Corp. and Fidelity. The International Funds and
FIL's other clients, with the exception of Fidelity and an affiliated company
of Fidelity, are non-U.S. entities.
A partnership controlled by Edward C. Johnson 3d and members of his
family owns shares of FIL voting stock with the right to cast approximately
47.22% of the total votes which may be cast by all holders of FIL voting
stock. Mr. Johnson 3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL
are separate and independent corporate entities, and their Boards of Directors
are generally composed of different individuals. Other than when one serves
as a sub adviser to the other, their investment decisions are made
independently, and their clients are generally different organizations.
FMR Corp. and FIL are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the Securities Exchange Act of 1934 (the
"1934" Act) and that they are not otherwise required to attribute to each
other the "beneficial ownership" of securities "beneficially owned" by the
other corporation within the meaning of Rule 13d-3 promulgated under the 1934
Act. Therefore, they are of the view that the shares held by the other
corporation need not be aggregated for purposes of Section 13(d). However, FMR
Corp. is making this filing on a voluntary basis as if all of the shares are
beneficially owned by FMR Corp. and FIL on a joint basis.
FIL may continue to have the International Funds or other accounts
purchase shares subject to a number of factors, including, among others, the
availability of shares for sale at what FIL considers to be reasonable prices
and other investment opportunities that may be available to the International
Funds.
FIL intends to review continuously the equity position of the
International Funds and other accounts in the Company. Depending upon its
future evaluations of the business and prospects of the Company and upon other
developments, including, but not limited to, general economic and business
conditions and money market and stock market conditions, FIL may determine to
cease making additional purchases of shares or to increase or decrease the
equity interest in the Company by acquiring additional shares, or by disposing
of all or a portion of the shares.
FIL does not have a present plan or proposal which relates to or would
result in (i) an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale or transfer of a material amount of
assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
FIL has the sole power to vote and the sole power to dispose of 41,400
shares.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 14, 1997, agree and consent to the
joint filing on their behalf of this Schedule 13G in connection with their
beneficial ownership of the common stock of Occidental Petroleum Corporation
at December 31, 1996.
FMR Corp.
By /s/Arthur S. Loring
Arthur S. Loring
Vice President - Legal
Edward C. Johnson 3d
By /s/Arthur S. Loring
Arthur S. Loring
Under Power of Attorney dated
5/17/89
On File with Schedule 13G for
Airborne Freight Corp. 9/10/91
Abigail P. Johnson
By /s/Arthur S. Loring
Arthur S. Loring
Under Power of Attorney dated
1/5/96
On File with Schedule 13G for
Acclaim Entertainment Inc.
1/10/96
Fidelity Management & Research Company
By /s/Arthur S. Loring
Arthur S. Loring
Sr. V.P. and General Counsel