SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of
the Commission Only (as permitted
by Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Occidental Petroleum Corporation
___________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
(5) Total fee paid:
___________________________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
___________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
(3) Filing Party:
___________________________________________________________________________
(4) Date Filed:
___________________________________________________________________________
(LOGO)
NOTICE OF
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OCCIDENTAL PETROLEUM CORPORATION
1996 ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
FRIDAY, APRIL 26, 1996
SANTA MONICA CIVIC AUDITORIUM
1855 MAIN STREET SANTA MONICA, CALIFORNIA
Meeting Hours
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EXHIBIT ROOM OPENS 9:15 A.M.
MEETING 10:30 A.M.
IMPORTANT
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PLEASE PROMPTLY MARK, SIGN,
DATE AND RETURN YOUR PROXY
CARD IN THE ENCLOSED
ENVELOPE.
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
PRESIDENT
AND
CHIEF EXECUTIVE OFFICER
March 12, 1996
Dear Stockholder:
On behalf of our Board of Directors, I cordially invite you to
attend Occidental's 1996 Annual Meeting of Stockholders at 10:30
A.M. on Friday, April 26, 1996, at the Santa Monica Civic
Auditorium, 1855 Main Street, Santa Monica, California.
Our business will include electing six directors, all of whom,
except Messrs. Edward P. Djerejian and David R. Martin, are
present Occidental directors, ratifying the selection of
independent public accountants and approving the adoption of the
Occidental Petroleum Corporation Directors' Stock Plan.
These matters are described in detail in the attached Proxy
Statement for the meeting.
The directors and officers of Occidental look forward to
seeing you at the meeting. As in the past, there will be a report
on operations and an opportunity for questions.
I encourage you to attend the meeting in person. Whether you
do so or not, however, I hope you will read the enclosed Proxy
Statement and then complete, sign and date the enclosed proxy
card and return it in the enclosed postage-prepaid envelope. This
will save Occidental additional expenses of soliciting proxies as
well as ensure that your shares are represented. Please note that
you may vote in person at the meeting even if you have previously
returned the proxy. Whether you vote in person or by proxy, your
vote will be kept confidential.
Sincerely yours,
/s/ R. R. Irani
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 26, 1996
To the Stockholders:
The Annual Meeting of Stockholders of Occidental Petroleum
Corporation ("Occidental") will be held at the Santa Monica Civic
Auditorium, 1855 Main Street, Santa Monica, California, on
Friday, April 26, 1996, at 10:30 A.M. for the following purposes,
all as set forth in the attached Proxy Statement:
1. To elect five directors to serve for three-year terms
expiring at the annual meeting in 1999 and one director to
serve for a two-year term expiring at the annual meeting in
1998. The Board of Directors' nominees are named in the
attached Proxy Statement.
2. To consider and take action on the ratification of the
selection of Arthur Andersen LLP as independent public
accountants for 1996.
3. To consider and take action on the proposal to approve
the Occidental Petroleum Corporation 1996 Restricted Stock
Plan for Non-Employee Directors.
4. To transact such other business as may properly come
before the meeting or any adjournment thereof, including such
matters as may be duly proposed by stockholders. The Board of
Directors knows of no stockholder proposals that may be
presented at the meeting.
Only stockholders of record on the books of Occidental at the
close of business on March 7, 1996, will be entitled to receive
notice of and to vote at the meeting.
Stockholders are cordially invited to attend the meeting in
person. However, whether or not you expect to attend, we urge you
to read the accompanying Proxy Statement and then complete, sign,
date and return the enclosed proxy card in the enclosed
postage-prepaid envelope. It is important that your shares be
represented at the meeting, and your promptness will assist us to
prepare for the meeting and to avoid the cost of a follow-up
mailing. If you receive more than one proxy card because you own
shares registered in different names or at different addresses,
each proxy card should be completed and returned.
Sincerely,
/s/ Donald P. de Brier
Los Angeles, California Donald P. de Brier
March 12, 1996 Secretary
PROXY STATEMENT
Annual Meeting of Stockholders To Be Held April 26, 1996
GENERAL INFORMATION
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This Proxy Statement is furnished to stockholders of
Occidental Petroleum Corporation, a Delaware corporation
("Occidental"), in connection with the solicitation by the Board
of Directors of Occidental (the "Board of Directors" or "Board")
of proxies for use at its Annual Meeting of Stockholders (the
"Meeting") scheduled to be held on Friday, April 26, 1996, at
10:30 A.M., Los Angeles time, at the Santa Monica Civic
Auditorium, 1855 Main Street, Santa Monica, California, and at
any and all adjournments thereof. It is anticipated that the
mailing to stockholders of this Proxy Statement and the enclosed
form of proxy will commence on or about March 12, 1996.
At the Meeting, stockholders of Occidental will vote upon: (1)
the election of five directors for a term of three years and one
director for a term of two years; (2) the ratification of the
selection of independent public accountants for 1996; (3) the
approval of the Occidental Petroleum Corporation 1996 Restricted
Stock Plan for Non-Employee Directors (the "Stock Plan"); and (4)
such other business as may properly come before the Meeting and
any and all adjournments thereof, including such matters as may
be duly proposed by stockholders. The Board of Directors knows of
no stockholder proposals that may be presented at the Meeting.
VOTING RIGHTS AND VOTES REQUIRED
The close of business on March 7, 1996, has been fixed as the
record date for the determination of stockholders entitled to
receive notice of and to vote at the Meeting. As of the close of
business on such date, Occidental had outstanding and entitled to
vote 319,190,285 shares of Common Stock, par value $.20 per share
("Common Stock") and 3,606,484 shares of $3.875 Cumulative
Convertible Voting Preferred Stock, par value $1.00 per share
("Convertible Preferred Stock").
A majority of the outstanding shares of Common Stock and
Convertible Preferred Stock voting together as a single class
must be represented in person or by proxy at the Meeting in order
to constitute a quorum for the transaction of business. The
record holder of each share of Common Stock and Convertible
Preferred Stock entitled to vote at the Meeting will have one
vote for each share so held.
When no instructions have been given on a proxy card with
respect to a matter, the shares will be voted in the manner
specified on the card. Pursuant to stock exchange rules, however,
shares held in street name will not be voted with respect to
certain matters when no instructions have been given.
Directors are elected by a plurality of the votes cast.
Stockholders may not cumulate their votes. The six candidates
receiving the highest number of votes will be elected. In
tabulating the votes, broker nonvotes will be disregarded and
have no effect on the outcome of the vote.
The affirmative vote of the holders of a majority of the
shares of Common Stock and Convertible Preferred Stock voting
together as a single class represented at the Meeting in person
or by proxy and entitled to vote thereat will be required to
ratify the selection of independent public accountants and to
adopt the Stock Plan. In determining whether the proposal to
ratify the selection of independent public accountants has
received the requisite number of affirmative votes, abstentions
and broker nonvotes will have the same effect as votes against
the proposal. In accordance with the requirements of Rule 16b-
3(b) of the Securities Exchange Act of 1934, as amended, in
determining whether requisite approval of the Stock Plan has been
received, abstentions will have the same effect as votes against
the proposal and broker nonvotes will be disregarded.
VOTING OF PROXIES
In connection with the solicitation by the Board of Directors
of proxies for use at the Meeting, the Board has designated Dr.
Ray R. Irani and Dr. Dale R. Laurance to vote shares represented
by such proxies. Shares represented by all properly executed
proxies will be voted at the Meeting in accordance with the
instructions specified thereon. If no instructions are specified,
the shares represented by any properly executed proxy will be
voted FOR the election of the nominees listed below under
"Election of Directors," FOR the ratification of the selection of
independent public accountants and FOR the adoption of the Stock
Plan.
The Board of Directors is not aware of any matter that will
come before the Meeting other than as described above. However,
if any such other matter is duly presented, in the absence of
instructions to the contrary, such proxies will be voted in
accordance with the judgment of Drs. Irani and Laurance.
CONFIDENTIAL VOTING
Occidental has a policy that all proxies, ballots and other
voting materials that identify how a stockholder voted are to be
kept permanently confidential and are not to be disclosed to an
entity or person, including the directors, officers, employees or
stockholders of Occidental, except (i) to allow the tabulator to
tabulate and certify the vote, (ii) to comply with federal or
state law, including the order of any court, department or
agency, (iii) in connection with a contested proxy solicitation,
(iv) if a stockholder makes a written comment on a proxy card or
ballot or (v) if a stockholder expressly requests disclosure of
his or her vote. The receipt and tabulation of the proxies,
ballots and voting materials and the performance of the duties of
the inspector of elections must be by one or more parties
independent of Occidental, its Board of Directors and any
stockholder holding more than 10 percent of the voting securities
of Occidental. The tabulator and inspector of elections are
required to sign a statement acknowledging the obligation to
comply with the policy.
REVOCATION OF PROXIES
Any proxy given pursuant to this solicitation may be revoked
by a stockholder at any time before it is exercised. Any proxy
may be revoked by a writing, by a valid proxy bearing a later
date delivered to Occidental or by attending the Meeting and
voting in person.
SOLICITATION OF PROXIES
The expenses of this solicitation will be paid by Occidental.
To the extent necessary to ensure sufficient representation at
the Meeting, proxies may be solicited by any appropriate means by
officers, directors and regular employees of Occidental, who will
receive no additional compensation therefor. In addition,
Occidental has engaged the services of Georgeson & Company Inc.,
a firm specializing in proxy solicitation, to solicit proxies and
to assist in the distribution and collection of proxy material
for a fee estimated at approximately $15,000, plus reimbursement
of out-of-pocket expenses. Occidental will pay persons holding
stock in their names or in the names of their nominees, but not
owning such stock beneficially (such as brokerage houses, banks
and other fiduciaries), for the expense of forwarding soliciting
material to their principals.
ELECTION OF DIRECTORS
The directors of Occidental are divided into three classes,
with approximately one third of the directors standing for
election each year. In February 1996, the Board of Directors
increased the size of the Board of Directors from 12 to 14
members effective on the date of the Meeting. The Board of
Directors has designated that one of the directorships resulting
from the increase in the size of the Board to be in the class of
directors whose terms expire in 1999 and the other in the class
of directors whose terms expire in 1998. Accordingly, five
directors will be elected at the Meeting for terms expiring in
1999 and one director will be elected for a term expiring in
1998. All of the
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directors whose terms expire at the Meeting previously were
elected by the stockholders. No person who has reached the age of
72 is eligible for election as a director of Occidental except
that any person who at December 15, 1994, was aged 72 or older
and serving as a director is eligible for reelection as a
director once, at the annual meeting of stockholders occurring
upon expiration of the term of office such director was serving
at December 15, 1994.
The six persons designated by the Board of Directors as
nominees for election at the Meeting as directors are Miss
Rosemary Tomich, Senator Albert Gore, and Messrs. Edward P.
Djerejian, David R. Martin, George O. Nolley, and John F.
Riordan.
It is intended that proxies received will be voted for the
election as directors of Miss Tomich, Senator Gore, and Messrs.
Martin, Nolley and Riordan, to serve for three-year terms
expiring at the 1999 annual meeting and Mr. Djerejian to serve
for a two-year term expiring at the 1998 annual meeting, and
until their successors are elected and qualified. In the event
any nominee should be unavailable at the time of the Meeting, the
proxies may be voted for a substitute nominee selected by the
Board of Directors.
The following biographical information is furnished with
respect to each of the six nominees for election at the Meeting
and for each of the other eight directors whose terms will
continue after the Meeting.
NOMINEES FOR TERM EXPIRING IN 1999
(PHOTOGRAPH OF SENATOR ALBERT GORE, SR.)
SENATOR ALBERT GORE, Sr., 87 Director since 1972
Former Executive Vice President
of Occidental; Former United States Senator.
Senator Gore was a United States Congressman for 14 years, and a
Senator for 18 years. Thereafter, Senator Gore and his wife,
Pauline, were in the private practice of law with offices in
Washington, D.C., Nashville, Tennessee and Los Angeles,
California. He was elected an Executive Vice President of
Occidental and Chairman of the Board of Occidental's subsidiary
Island Creek Coal Company in September 1972. He held these
positions until August 1983. As a legislator, he was a leader in
the development of atomic weapons programs, nuclear energy,
foreign relations, international trade and taxation. As a member
of the Joint Committee on Atomic Energy, the Finance Committee
and the Foreign Relations Committee, he coauthored the
Gore-Holifield Bill relating to the development of nuclear power
and the Gore-Fallon Interstate Highway Bill and was a leader and
author of several international trade amendments and bills.
President Kennedy appointed Senator Gore as a delegate to the
United Nations where he succeeded in negotiating an agreement on
outer space between the United States and the former Soviet
Union. Since retiring from Occidental, Senator Gore has served on
the faculty of Vanderbilt University and was a visiting scholar
at the Kennedy Institute of Harvard University, University of
California, Davis, and other institutions. Among other literary
undertakings, he is the author of two books: "The Eye of the
Storm" and "Let the Glory Out". He is now active as a businessman
in real estate, cattle, automobiles, antique mall ventures and
other commercial undertakings.
(PHOTOGRAPH OF DAVID R. MARTIN)
DAVID R. MARTIN, 64
Executive Vice President of Occidental;
President, Chief Executive Officer and a
Director of Occidental Oil and Gas Corporation.
Mr. Martin was elected President of Occidental Oil and Gas
Corporation in 1983, its Chief Operating Officer in 1986 and its
Chief Executive Officer in 1993, and has served as Executive Vice
President of Occidental Petroleum Corporation since 1983. Mr.
Martin is a director and a member of the Finance Committee of the
Board of Directors of Canadian Occidental Petroleum Ltd. He also
serves on the boards of several community service organizations
as well as the Board of Directors of California State University,
Bakersfield Foundation. He served as Chairman of the California
State University, Bakersfield Foundation Board from 1989 to 1991.
Mr. Martin is a graduate of the University of California at Los
Angeles, where he received both a B.A. and an M.A. degree in
geology. He is a registered geologist in the state of
3
California, a member of the American Association of Petroleum
Geologists and the American Institute of Professional Geologists.
(PHOTOGRAPH OF GEORGE O. NOLLEY)
GEORGE O. NOLLEY, 80 Director since 1983
Ranching and Investments.
Mr. Nolley has been engaged in ranching and farming since 1961.
He was a founder, officer and director of The Permian
Corporation, which was subsequently (from 1965 to 1983) a wholly
owned subsidiary of Occidental, and he was a director of Cities
Service Company when Occidental acquired that company in 1982.
Committees: Audit (Chairman); Compensation (Chairman);
Environmental, Health and Safety; Investment.
(PHOTOGRAPH OF JOHN F. RIORDAN)
JOHN F. RIORDAN, 60 Director since 1991
Executive Vice President of Occidental;
President, Chief Executive Officer
and a Director of MidCon Corp.
Mr. Riordan became Chief Executive Officer of MidCon Corp., which
conducts Occidental's natural gas transmission business, in 1990
and was elected an Executive Vice President of Occidental in
1991. He has been President and a director of MidCon Corp. since
1988. Mr. Riordan joined Occidental's chemical division in 1958.
From 1987 to 1988, he was President and a director of the company
that was the natural gas liquids affiliate of Occidental Oil and
Gas Corporation. He was Executive Vice President and a director
of OXY USA Inc. and Executive Vice President of Occidental Oil
and Gas Corporation from 1986 to 1988. Mr. Riordan has a B.S.
degree in chemistry from Niagara University and an M.B.A. degree
from the State University of New York at Buffalo. Mr. Riordan is
Vice Chairman of the Gas Research Institute and serves on the
boards of the American Gas Association and the Interstate Natural
Gas Association of America. He is a member of the Board of
Directors of CBI Industries, Inc. He is a director of the
Chicagoland Chamber of Commerce and a governing member of the
Orchestral Association in Chicago.
(PHOTOGRAPH OF ROSEMARY TOMICH)
ROSEMARY TOMICH, 58 Director since 1980
Owner, Hope Cattle Company and A. S. Tomich
Construction Company; Chairman of the Board
of Directors and Chief Executive Officer,
Livestock Clearing Inc.
Miss Tomich has been owner of the Hope Cattle Company, a feeding
operation, since 1958. Since 1970, she has been the owner of the
A. S. Tomich Construction Company in Los Angeles, California.
Miss Tomich is a founding director of Palm Springs Savings Bank,
a Trustee of the Salk Institute for Biological Studies, a
director of the Betty Clooney Foundation for Persons With Brain
Injury, a director of Continental Culture Specialists Inc., a
member of the Advisory Board of the University of Southern
California School of Business Administration and a member of the
President's Corporate Cabinet of the California Polytechnic State
University San Luis Obispo.
Committees: Executive; Audit; Compensation; Environmental,
Health and Safety (Chairperson); Investment.
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NOMINEE FOR TERM EXPIRING IN 1998
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(PHOTOGRAPH OF EDWARD P. DJEREJIAN)
EDWARD P. DJEREJIAN, 56
Director-James A. Baker III Institute
for Public Policy at Rice University
Houston, Texas.
Ambassador Djerejian assumed the position as the founding
Director of the James A. Baker III Institute for Public Policy at
Rice University in 1994. His career in foreign service has
spanned the administrations of eight U.S. Presidents. Ambassador
Djerejian served President Clinton as the United States
Ambassador to Israel from 1993 to 1994, both President Bush and
President Clinton as Assistant Secretary of State for Near
Eastern Affairs from 1991 to 1993 and President Reagan and
President Bush as U.S. Ambassador to the Syrian Arab Republic
from 1988 to 1991. Ambassador Djerejian also served as Deputy
Assistant Secretary of Near Eastern and South Asian Affairs from
1986 to 1988 and Deputy Chief of the U.S. mission to the Kingdom
of Jordan from 1981 to 1984. In 1985, he was assigned to the
White House as Special Assistant to the President and Deputy
Press Secretary for Foreign Affairs. Ambassador Djerejian is also
an expert in Soviet and Russian affairs and, from 1979 to 1981,
was assigned to the U.S. Embassy in Moscow, where he headed the
political section. Ambassador Djerejian joined the Foreign
Service in 1962, after serving in the United States Army as a
First Lieutenant in the Republic of Korea between 1961 and 1962.
In addition to his assignments in Moscow and Amman, he served as
a political officer in Beirut, Lebanon from 1966 to 1969 and
Casablanca, Morocco from 1969 to 1972. Between 1975 and 1977 he
was assigned as U.S. Consul General in Bordeaux, France.
Ambassador Djerejian graduated with a Bachelor of Science from
the School of Foreign Service at Georgetown University in 1960.
He received an Honorary Doctorate in the Humanities from his alma
mater in 1992. Ambassador Djerejian is a member of the Board of
Directors of Global Industries, Inc. Ambassador Djerejian
received the Presidential Distinguished Service Award in 1994,
the Department of State's Distinguished Honor Award in 1993 and
numerous other honors, including the President's Meritorious
Service Award in 1988, the Ellis Island Medal of Honor in 1993,
and the Anti-Defamation League's Moral Statesman Award in 1994.
He is a member of the Council on Foreign Relations, The Asia
Society, Business Council for International Understanding,
International Institute for Strategic Studies and The Bretton
Woods Committee.
CONTINUING DIRECTORS
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(PHOTOGRAPH OF ARTHUR GROMAN)
ARTHUR GROMAN, 81 Director since 1957
Lawyer-Senior Partner of the law firm Term expires 1997
of Mitchell, Silberberg & Knupp,
Los Angeles, California.
Mr. Groman has served on the Board of Directors of Occidental
longer than any other director, having been first elected in June
1957. He is the senior partner of the Los Angeles law firm of
Mitchell, Silberberg & Knupp, having been associated with that
firm since 1944. Previously, he was an attorney in the Office of
the General Counsel in the U.S. Treasury Department and an
attorney for the Bureau of Internal Revenue. He is the author of
numerous articles on taxation. Mr. Groman is a cofounder of the
Tax Institute of the Law School of the University of Southern
California, a Fellow of the American College of Trial Lawyers, a
past President of the California Institute for Cancer Research,
an emeritus member of the Board of Directors of Cedars-Sinai
Medical Center and a member of the Board of Visitors of the UCLA
Medical School. He has served as President of the Yale Law School
Alumni Association of Southern California.
Committees: Executive; Nominating (Chairman).
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(PHOTOGRAPH OF J. ROGER HIRL)
J. ROGER HIRL, 64 Director since 1988
Executive Vice President of Occidental; Term expires 1997
President and Chief Executive Officer of
Occidental Chemical Corporation.
Mr. Hirl became President and Chief Operating Officer of
Occidental Chemical Corporation in 1983 and its Chief Executive
Officer in 1991. He was elected an Executive Vice President of
Occidental in 1984. Before joining Occidental, he was Senior Vice
President of the Chemicals Group of Olin Corporation, where he
was responsible for all business units. During a 23-year career
with Olin, Mr. Hirl held a number of management positions,
including Vice President of Administration and Vice President and
General Manager of the company's industrial chemicals department.
Mr. Hirl is a graduate of the University of Iowa, where he
received a B.L.S. degree in liberal arts. Mr. Hirl is Chairman of
the Board of the Chlorine Chemistry Council and the Office of the
Chemical Industry Trade Advisor and serves as Chairman of the
Society of Chemical Industry-American Section. He is a past
Chairman of the Board of the Chemical Manufacturers Association,
the American Plastics Council and the Chlorine Institute. He is a
director of Armand Products Company, Clean Sites, Texas Taxpayers
and Research Association, The Dallas Citizens Council, The Dallas
Together Forum and The Science Place, Dallas.
(PHOTOGRAPH OF DR. RAY R. IRANI)
DR. RAY R. IRANI, 61 Director since 1984
Chairman of the Board, President and Chief Term expires 1998
Executive Officer of Occidental; Chairman of
the Board of Canadian Occidental Petroleum Ltd.
Dr. Irani has been Chairman, President and Chief Executive
Officer of Occidental since 1990 and a director of the
corporation since 1984. He was President and Chief Operating
Officer of Occidental from 1984 to 1990 and before that was an
Executive Vice President of the corporation. Dr. Irani joined the
Occidental organization in 1983 as Chairman and Chief Executive
Officer of Occidental Chemical Corporation. He has been Chairman
of the Board of Canadian Occidental Petroleum Ltd. since 1986.
From 1973 until he joined Occidental, Dr. Irani held various
positions with Olin Corporation and ultimately served as
President and Chief Operating Officer of Olin Corporation and as
a member of that firm's board of directors.
Dr. Irani received a B.S. degree in chemistry from the
American University of Beirut in 1953 and a Ph.D. in physical
chemistry from the University of Southern California in 1957. He
holds 50 U.S. patents and more than 100 foreign patents, is the
author of the book "Particle Size" and has published more than
50 technical papers.
Dr. Irani is a director of the National Association of
Manufacturers, the American Petroleum Institute, the National
Committee on United States-China Relations, the Jonsson Cancer
Center Foundation/UCLA, Cedars Bank and Kaufman and Broad Home
Corporation. He is a member of the National Petroleum Council,
the American Institute of Chemists, Inc., the American Chemical
Society, the Scientific Research Society of America, the
Industrial Research Institute, The Conference Board, the
California Business Roundtable and the U.S.-Russia Business
Council. He is a trustee of the University of Southern California
and serves on the CEO Board of Advisors of the University's
School of Business Administration. He also is a trustee of St.
John's Hospital & Health Center Foundation and the American
University of Beirut and is a member of the Board of Governors of
Town Hall and the World Affairs Council.
Dr. Irani was the recipient of the American Institute of
Chemists' 1983 Honorary Fellow Award, Polytechnic University's
1988 Creative Technology Award and the Chemical Marketing
Research Association's 1990 Man of the Year Award. He received
the B'nai B'rith 1991 International Corporate Achievement Award
and, in 1992, the CEO of the Year Bronze Award from "Financial
World" magazine and the Americanism Award from the Boy Scouts of
America. He also received the 1994 Distinguished Service Award
presented by the American Jewish Committee and, in 1995, was
selected by "The Wall Street Transcript" as its silver honoree.
6
Dr. Irani was appointed in 1994 by President Clinton to the
President's Export Council, the premier national advisory
committee on international trade. Dr. Irani is the only appointee
to the Council from the energy and chemical industries.
Committee: Executive (Chairman).
(PHOTOGRAPH OF JOHN W. KLUGE)
JOHN W. KLUGE, 81 Director since 1984
Chairman of the Board Term expires 1997
and President of
Metromedia Company,
New York, New York.
Mr. Kluge has been Chairman of the Board and President of
Metromedia Company since 1986. Metromedia Company is a
diversified investment partnership with activities in
telecommunications, food services, robotic painting and computer
software. Mr. Kluge is a director of Metromedia International
Group, Inc., The Bear Stearns Companies Inc., WorldCom Inc., PON
Holding Corp. and Metromedia Steakhouses Company, L.P. He is a
Governor of the New York College of Osteopathic Medicine, a
Trustee of the Preventive Medicine Institute-Strang Clinic and a
member of the Advisory Committee of Chemical Banking Corporation.
(PHOTOGRAPH OF DR. DALE R. LAURANCE)
DR. DALE R. LAURANCE, 50 Director since 1990
Executive Vice President and Term expires 1998
Senior Operating Officer
of Occidental.
Dr. Laurance was elected Senior Operating Officer and a director
of Occidental in 1990 and Executive Vice President-Operations in
1984. He joined Occidental in 1983 as a Vice President of
Occidental Chemical Corporation. He is also a Director of
Canadian Occidental Petroleum Ltd., Jacobs Engineering Group
Inc., Leslie's Poolmart Inc., The Armand Hammer Museum of Art and
Cultural Center, Inc., Chemical Manufacturers Association, Los
Angeles Area Chamber of Commerce, U.S.-Arab Chamber of Commerce,
Boy Scouts of America and Western Los Angeles County Council and
a member of the Advisory Board of the Chemical Heritage
Foundation. He is a past Chairman of the Advisory Board for the
Department of Chemical and Petroleum Engineering at the
University of Kansas and is a recipient of the Distinguished
Engineering Service Award from the School of Engineering at the
University of Kansas. Dr. Laurance has served as a Managing
Director of the Joffrey Ballet Company.
Committee: Executive.
(PHOTOGRAPH OF IRVIN W. MALONEY)
IRVIN W. MALONEY, 65 Director since 1994
President and Chief Executive Officer Term expires 1998
of Dataproducts Corporation,
Woodland Hills, California.
Mr. Maloney has been President and Chief Executive Officer since
April 1992 of Dataproducts Corporation of Woodland Hills,
California, which designs, manufactures and markets a complete
line of impact and nonimpact printers and supplies for computers.
He joined Dataproducts in 1988 and was elected President and
Chief Operating Officer in October 1991. Prior to joining
Dataproducts, Mr. Maloney had served for three years as an
Executive Vice President of Contel Corporation and President of
Contel's information systems sector; was General Manager of
Harris Corporation's customer support and national accounts
divisions; and spent 27 years in various management positions
with International Business Machines, lastly as Vice President of
western field operations. He is affiliated with the Center for
Corporate Innovation.
Committee: Compensation.
7
(PHOTOGRAPH OF RODOLFO SEGOVIA)
RODOLFO SEGOVIA, 59 Director since 1994
Managing Partner of Term expires 1997
Inversiones Sanford S.A.
Bogota, Colombia.
Mr. Segovia has served as the Managing Partner of Inversiones
Sanford S.A., a conglomerate with interests in, among other
things, the manufacture of wire and cable, polyvinyl chloride
resins and compounds, and stabilizers and other specialty
chemicals for the plastics industry, since January 1994, a
position he also held from 1986 to 1990. He was a Senator of the
Republic of Colombia from 1990 to 1993 and the Minister of Public
Works and Transportation for the Republic of Colombia from 1985
to 1986. He was President of Empresa Colombiana de Petroleos from
1982 to 1985 and prior to that spent 17 years with Petroquimica
Colombiana, S.A. in a number of management positions, including
President. Mr. Segovia has a B.S. in Chemical Engineering from
the Massachusetts Institute of Technology, an M.A. in Latin
American History from the University of California, Berkeley, and
a Certificate in Economic Development from the French IRFED
institute. He is a member of the Colombian Academy of History and
a trustee of the University of Los Andes. He has been a lecturer
at the War College (Colombia) since 1981 and is the author of
"The Fortifications of Cartagena de Indias, Strategy and
History". Mr. Segovia is a recipient of the Colombia
Distinguished Engineers Award and the Order of Merit of the
French Republic.
Committee: Environmental, Health and Safety.
(PHOTOGRAPH OF AZIZ D. SYRIANI)
AZIZ D. SYRIANI, 53 Director since 1983
President and Chief Term expires 1998
Operating Officer, The Olayan
Group of Companies.
Mr. Syriani has served since 1978 as the President and Chief
Operating Officer of The Olayan Group, a diversified trading,
services and investment organization with activities and
interests in the Middle East and elsewhere. He has been
associated with The Olayan Group since 1973, first as outside
legal counsel and then as a full-time executive in 1976. Mr.
Syriani obtained his LL.M. degree from Harvard Law School.
Committees: Investment (Chairman); Nominating.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
-------
The Board of Directors has established an Executive Committee,
consisting of Dr. Irani, as Chairman, Mr. Groman, Dr. Laurance
and Miss Tomich, which, to the extent permitted by law, exercises
the powers of the Board with respect to the management of the
business and affairs of Occidental between Board meetings. The
Executive Committee held one meeting during 1995 and acted in one
instance by unanimous written consent in lieu of a meeting. The
Board has also established standing Audit; Compensation;
Nominating; Environmental, Health and Safety; and Investment
Committees.
The Audit Committee, consisting of Mr. Nolley, as Chairman, and
Miss Tomich, selects the firm of independent public accountants
that audits the consolidated financial statements of Occidental
and its subsidiaries, discusses the scope and results of the
audit with the accountants, discusses Occidental's financial
accounting and reporting principles and the adequacy of
Occidental's financial controls with the accountants and with
management and discusses the results of internal audits with
management. The Audit Committee held six meetings in 1995.
The Compensation Committee, consisting of Mr. Nolley, as
Chairman, Mr. Maloney and Miss Tomich, administers Occidental's
incentive plans, including the Incentive Compensation Plan, the
Executive Long-Term Incentive Stock Purchase Plan and the Stock
Option Plans, and reviews the annual compensation of the senior
officers of Occidental. The Compensation Committee held five
meetings in 1995. The Compensation Committee's report on
executive compensation begins at page 16.
8
The Nominating Committee, consisting of Mr. Groman, as
Chairman, and Mr. Syriani, recommends candidates for election to
the Board. The Nominating Committee will consider nominees
recommended by stockholders if the stockholder recommendations
are forwarded to the Secretary of Occidental for transmission to
the Nominating Committee and are otherwise in compliance with
Occidental's By-laws. Under Occidental's By-laws, nominations for
directors, other than those made by the Board of Directors, are
subject to receipt by Occidental of notice of the proposed
nomination not less than 50 days nor more than 75 days prior to
the meeting; provided, however, that in the event that less than
60 days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the
stockholder to be timely must be received not later than the
close of business on the 10th day following the day on which the
notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Additional
information is also required as specified in Occidental's By-
laws, a copy of which may be obtained from Occidental upon
request. The Nominating Committee held two meetings in 1995.
The Environmental, Health and Safety Committee, consisting of
Miss Tomich, as Chairperson, and Messrs. Nolley and Segovia,
reports to the Board on environmental, health and safety matters;
reviews all environmental and safety audits; and monitors
significant environmental, health and safety issues. The
Environmental, Health and Safety Committee held six meetings in
1995.
The Investment Committee, consisting of Mr. Syriani, as
Chairman, Mr. Nolley and Miss Tomich, reviews and makes written
recommendations to the Board related to significant business
activities outside the areas of Occidental's primary business
operations (oil and gas, gas transmission and chemicals) or
domestic coal. Although there were no matters for its
consideration, the Investment Committee acted once by unanimous
written consent and held three meetings in 1995.
The Board of Directors held six regular meetings during 1995.
Each director, except Mr. Kluge, attended at least 75 percent of
the aggregate of the meetings of the Board of Directors and the
committees of which he or she was a member.
Non-employee directors are paid a monthly retainer at the
annual rate of $25,000, plus $1,000 for each meeting of the Board
of Directors or of its committees they attend. During 1995,
certain directors also were compensated on a similar basis for
service as directors of the Occidental Petroleum Charitable
Foundation, Inc. If the 1996 Restricted Stock Plan for
Non-Employee Directors described on pages 20 through 22 is
approved at the Meeting, each non-employee director will also
receive an annual grant of 250 shares of Common Stock, plus an
additional 200 shares of Common Stock for each committee he or
she chairs.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-------
As noted above, the current members of the Compensation
Committee are Messrs. Nolley and Maloney and Miss Tomich. None of
the members of the Compensation Committee served as a member of
the compensation committee or other board committee performing
similar functions of any other entity in 1995.
RELATED PARTY TRANSACTIONS
-------
For many years, Occidental and certain of its subsidiaries
have used the services of various attorneys, including Mr.
Groman, at the law firm of Mitchell, Silberberg & Knupp, of which
Mr. Groman is a senior partner. During 1995, Occidental and such
subsidiaries paid the firm approximately $871,600 for legal
services and disbursements. In addition, Occidental has entered
into a consultation agreement with Mr. Groman pursuant to which
he will render consulting services for a term of seven years
after he ceases to be a director for annual compensation during
such term of $25,000, with one-half of such compensation payable
to designated beneficiaries for the balance of such term if he
dies prior to its expiration.
9
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
1934
-------
Pursuant to Section 16(a) of the Securities Exchange Act of
1934 and the rules issued thereunder, Occidental's executive
officers and directors are required to file with the Securities
and Exchange Commission and the New York Stock Exchange reports
of ownership and changes in ownership of Common Stock. Copies of
such reports are required to be furnished to Occidental. Based
solely on its review of the copies of such reports furnished to
Occidental, or written representations that no reports were
required, Occidental believes that, during 1995, all of its
executive officers and directors complied with the Section 16(a)
requirements.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
On February 29, 1996, the beneficial owners shown below were
the only persons known to Occidental to be the beneficial owner
of five percent or more of any class of the outstanding voting
securities of Occidental. As explained above under "Voting Rights
and Votes Required," Convertible Preferred Stock and Common Stock
vote together as a class. Accordingly, the voting power of each
of the beneficial owners of Convertible Preferred Stock shown
below is less than one percent of the combined class of
Convertible Preferred Stock and Common Stock.
_________________________________________________________________
Amount and
Nature of
Title of Name and Address Beneficial Percent of
Class of Beneficial Owner Ownership Class
_________________________________________________________________
Common Stock FMR Corp. 19,395,802 6.0%
82 Devonshire (1)
Street
Boston,
Massachusetts 02109
$3.875 Lamar Hunt Trust 1,241,448(2) 34.4%
Convertible Estate
Voting 1601 Elm Street,
Preferred Suite 1962
Dallas, Texas 75201
$3.875 Nelson Bunker Hunt 1,170,732(2) 32.5%
Convertible Trust Estate
Voting 500 Akard, Suite 3500
Preferred Dallas, Texas 75201
$3.875 William Herbert 1,194,304(2) 33.1%
Convertible Hunt Trust Estate
Voting 1602 Elm Street,
Preferred Suite 3900
Dallas, Texas 75201
_________________________________________________________________
(1) Pursuant to the Schedule 13G filed as of February 15,
1996, with Securities and Exchange Commission, FMR Corp. has sole
voting power for 1,745,815 shares and sole investment power for
19,395,802 shares. The number of shares of Common Stock includes
1,941,269 shares resulting from the assumed conversion of 883,600
shares of Occidental's $3.875 Convertible Preferred Stock and
5,800,426 shares resulting from the assumed conversion of
2,021,000 shares of Occidental's $3.00 CXY-Indexed Convertible
Preferred Stock.
(2) Occidental has been advised that the owner has sole
voting and investment power with respect to the shares listed
above.
10
The following table sets forth certain information regarding
the beneficial ownership of Common Stock as of February 29, 1996,
by the five highest-paid executive officers, the directors of
Occidental and Mr. Djerejian, a nominee for Director, and all
executive officers and directors as a group.
_________________________________________________________________
Amount and
Nature of
Name of Beneficial Beneficial Percent of
Owner Ownership(1) Class
_________________________________________________________________
Ray R. Irani 1,621,373 (2)
Dale R. Laurance 303,094 (2)
J. Roger Hirl 207,345 (2)
David R. Martin 174,510 (2)
John F. Riordan 192,311(3) (2)
Edward P. Djerejian 200 (2)
Albert Gore, Sr. 34,087(4) (2)
Arthur Groman 17,000 (2)
John W. Kluge 20,000 (2)
Irvin W. Maloney 1,500 (2)
George O. Nolley 1,556 (2)
Rodolfo Segovia 6,041(5) (2)
Aziz D. Syriani 1,000 (2)
Rosemary Tomich 4,500 (2)
All executive officers and
directors as a group 3,444,551(6) 1.1%
(27 persons)
________________________________________________________________
(1) Does not include shares acquired after December 31,
1995, under the Occidental Petroleum Corporation Savings Plan or
the Dividend Reinvestment Plan. Each executive officer and
director possesses sole voting and investment power with respect
to the shares listed, except for 637,709 shares held by Dr.
Irani, 111,296 shares held by Dr. Laurance, 51,489 shares held by
Mr. Hirl, 46,838 shares held by Mr. Martin and 42,378 shares held
by Mr. Riordan, for which investment power had not vested
pursuant to the Occidental Petroleum Corporation Executive Long-
Term Incentive Stock Purchase Plan (the "Stock Purchase Plan") or
the Occidental Petroleum Corporation 1995 Incentive Stock Plan
(the "1995 Stock Plan"). Shares shown also include the following
shares subject to options exercisable on February 29, 1996, or
becoming exercisable within 60 days thereafter: Dr. Irani,
836,668 shares; Dr. Laurance, 161,667 shares; Mr. Hirl, 131,667
shares; Mr. Martin, 85,000 shares; and Mr. Riordan, 114,001
shares.
(2) Less than one percent.
(3) Holdings include 100 shares held by Mr. Riordan's wife,
as to which Mr. Riordan disclaims any beneficial ownership.
(4) Holdings include 5,500 shares held by Senator Gore's
wife, as to which Senator Gore disclaims any beneficial
ownership.
(5) Holdings include 5,000 shares held by Mr. Segovia as
trustee for the benefit of his children.
(6) Holdings include 1,881,687 shares that certain
executive officers and directors could acquire upon the exercise
of options exercisable on February 29, 1996, or becoming
exercisable within 60 days thereafter, as well as 1,167,789
restricted shares issued pursuant to the Stock Purchase Plan or
the 1995 Stock Plan for which investment power had not vested.
EXECUTIVE COMPENSATION
COMPENSATION TABLES
-------
Set forth below are tables showing: (1) in summary form, the
compensation paid, for the years shown in the table, to Dr. Irani
and the four other highest-paid executive officers of Occidental
serving as executive officers on December 31, 1995; (2) the
options and stock appreciation rights granted to such executives
in 1995; and (3) exercise and year-end value information
pertaining to stock options and stock appreciation rights granted
to such executives.
11
SUMMARY COMPENSATION TABLE
_______________________________________________________________________________________________________
Long-Term Compensation
Annual Compensation Awards
---------------------- --------------------
Securities
Other Annual Restricted Underlying All Other
Name and Compensa- Stock Options/ Compen-
Principal Salary Bonus tion(1) Awards(2) SARs sation
Position Year ($) ($) ($) ($) (#) ($)
_______________________________________________________________________________________________________
Ray R.Irani,
Chairman, 1995 $1,900,000 $872,000 $981,704(3) $2,459,444 200,000 $122,714(4)
President and 1994 $1,900,000 $872,000 $647,136(3) $2,326,869 150,000 $120,874(4)
Chief Execu- 1993 $1,900,000 $872,000 $907,615(3) $2,186,990 150,000 $127,325(4)
tive Officer
Dale R.
Laurance, 1995 $820,000 $620,000 0 $394,991 45,000 $183,002(5)
Executive 1994 $790,000 $365,000 0 $375,003 30,000 $181,131(5)
Vice 1993 $750,000 $350,000 0 $375,003 30,000 $177,342(5)
President
and Senior
Operat-
ing
Officer
J. Roger
Hirl, 1995 $545,000 $420,000 0 $214,002 35,000 $ 90,689(6)
Executive 1994 $530,000 $210,000 0 $210,001 20,000 $ 87,881(6)
Vice 1993 $525,000 $160,000 0 $210,001 20,000 $ 78,975(6)
President
David R.
Martin, 1995 $545,000 $390,000 0 $209,998 35,000 $147,914(7)
Executive 1994 $525,000 $260,000 0 $200,005 20,000 $139,231(7)
Vice 1993 $480,666 $200,000 0 $176,800 20,000 $139,220(7)
President
John F.
Riordan, 1995 $545,000 $335,000 0(8) $209,998 35,000 $127,600(9)
Executive 1994 $525,000 $210,000 $55,391(8) $160,004 20,000 $122,048(9)
Vice 1993 $400,000 $180,000 $18,500(8) $160,004 20,000 $ 88,071(9)
President
________________________________________________________________________________________________________
(1) None of the executive officers listed received
perquisites or other personal benefits, securities or property
that exceeded the lesser of $50,000 or 10 percent of the salary
and bonus for such officer, other than Mr. Riordan (in 1994
only), for whom such information is included in footnote (8).
(2) Includes awards made in January 1995 to each of the
executive officers listed pursuant to the Occidental Petroleum
Corporation 1977 Executive Long-Term Incentive Stock Purchase
Plan, subject to a five-year restricted period, and in December
1995 to Dr. Irani pursuant to the 1995 Incentive Stock Plan,
subject to a four-year restricted period. During the restricted
periods, dividends are paid on the shares awarded. As of December
31, 1995, Dr. Irani held 535,185 shares of restricted stock,
having a value of $11,439,579; Dr. Laurance 103,623 shares,
having a value of $2,214,942; Mr. Hirl 46,900 shares, having a
value of $1,002,488; Mr. Martin 42,249 shares, having a value of
$903,072; and Mr. Riordan 37,789 shares, having a value of
$807,740.
(3) Includes for 1995, 1994 and 1993, respectively:
$981,704, $647,136 and $907,615 of reimbursements, pursuant to
Dr. Irani's employment agreement, for state income tax
expenditures.
(4) Includes for 1995, 1994 and 1993, respectively, unless
otherwise noted: $93,985, $94,233 and $102,351 of director's fees
paid by an equity investee of Occidental; $6,750, $6,750 and
$7,075 credited pursuant to the Occidental Petroleum Corporation
Savings Plan (the "Savings Plan"); and $21,979, $19,891 and
$17,899 of accrued interest on deferred compensation.
(5) Includes for 1995, 1994 and 1993, respectively, unless
otherwise noted: $47,036, $50,439 and $64,697 of director's fees
paid by an equity investee of Occidental; $6,750, $6,750 and
$7,075 credited pursuant to the Savings Plan; $14,250, $14,250
and $8,774 credited pursuant to the Occidental Petroleum
Corporation Retirement Plan (the "Retirement Plan"), a tax-
qualified, defined contribution plan that provides retirement
benefits for salaried employees of Occidental and its
subsidiaries; $111,240, $106,320 and $93,770 credited pursuant to
the Occidental Petroleum Corporation Senior Executive
Supplemental Retirement Plan (the "Senior Retirement Plan"); a
nonqualified plan that was established to provide designated
senior executives
12
of Occidental and its subsidiaries with benefits that will
compensate them for certain limitations imposed by federal law on
contributions that may be made pursuant to the Retirement Plan
and Savings Plan; and $3,726, $3,372 and $3,026 of accrued
interest on deferred compensation.
(6) Includes for 1995, 1994 and 1993, respectively: $6,750,
$6,750 and $7,075 credited pursuant to the Savings Plan; $12,750,
$12,750 and $6,417 credited pursuant to the Retirement Plan;
$67,365, $64,920 and $62,378 credited pursuant to the Senior
Retirement Plan; and $3,824, $3,461 and $3,105 of accrued
interest on deferred compensation.
(7) Includes for 1995, 1994 and 1993, respectively:
$33,799, $29,527 and $45,967 of director's fees paid by an equity
investee of Occidental; $6,750, $6,609 and $7,075 credited
pursuant to the Savings Plan; $12,750, $13,109 and $6,417
credited pursuant to the Retirement Plan; and $94,615, $89,986
and $79,761 credited pursuant to the Senior Retirement Plan.
(8) Includes for 1995, 1994 and 1993, respectively, unless
otherwise noted: $18,500 (1993 only) of reimbursements for
relocation and related benefits, $53,182 (1994 only) for personal
use of company aircraft and $2,209 (1994 only) for tax
preparation services.
(9) Includes for 1995, 1994 and 1993, respectively: $6,750,
$6,750 and $7,075 credited pursuant to the Savings Plan; $12,750,
$12,750 and $4,058 credited pursuant to the Retirement Plan;
$94,615, $90,345 and $65,987 credited pursuant to the Senior
Retirement Plan; and $13,485, $12,203 and $10,951 of accrued
interest on deferred compensation.
OPTION/SAR GRANTS IN 1995
_______________________________________________________________________________
Number
of
Securiities % of Total
Underlying Options/SARs Exercise Grant
Options/SARs Granted to or Date
Granted Employees Base Price Expiration Present
Name (#)(1) in 1995 ($/Sh)(2) Date(3) Value($)(4)
_______________________________________________________________________________
Ray R. 4,323 0.4% $23.125 04/27/2005 $23,828
Irani 195,677 17.3% $23.125 05/27/2005 $1,078,572
Dale R. 4,323 0.4% $23.125 04/27/2005 $23,828
Laurance 40,677 3.6% $23.125 05/27/2005 $242,412
J. Roger 4,323 0.4% $23.125 04/27/2005 $23,828
Hirl 30,677 2.7% $23.125 05/27/2005 $169,092
David R. 4,323 0.4% $23.125 04/27/2005 $23,828
Martin 30,677 2.7% $23.125 05/27/2005 $169,092
John F. 4,323 0.4% $23.125 04/27/2005 $23,828
Riordan 30,677 2.7% $23.125 05/27/2005 $169,092
______________________________________________________________________________
(1) Each of the named executive officers received a
simultaneous grant of Incentive Stock Options ("ISOs") and Non-
Qualified Stock Options ("NQSOs"). The number of ISOs is listed
first in the foregoing table, and the number of NQSOs is listed
second. The options were granted subject to a three-year vesting
period, with 34 percent of the options granted becoming
exercisable on the first anniversary of the grant date, 33
percent on the second anniversary and 33 percent on the third
anniversary. The exercisability of the options may be accelerated
in the event Occidental disposes of all or substantially all of
its assets or Occidental's stockholders dispose of or become
obligated to dispose of 50 percent or more of the capital stock
of Occidental, in either case by means of a sale, merger,
reorganization or liquidation in one or a series of related
transactions. No stock appreciation rights were granted in 1995.
(2) The exercise price and tax withholding obligations
related to exercise may be paid by delivery of already owned
shares or by offset of the underlying shares, subject to certain
conditions.
(3) The ISOs were granted for terms of 10 years, and the
NQSOs were granted for terms of 10 years and one month, in each
case subject to earlier termination upon the termination of an
optionee's employment or retirement.
(4) Options are granted at market price on the day of the
grant. The proxy rules require that either potential realizable
values at assumed annual stock price appreciation rates or
present values at the grant date be assigned to options.
Occidental has chosen a present value method known as the "Black-
Scholes option pricing model." The assumptions used to arrive at
the values shown were as follows: expected volatility-24.19%,
risk-free rate of return-6.93%, dividend yield-4.32% and time of
exercise-seven years. The choice of the Black-Scholes valuation
method does not reflect any belief by Occidental's management
that such method, or any other valuation method, can accurately
assign a value to an option at the grant date.
13
AGGREGATED OPTION/SAR EXERCISES IN 1995
AND DECEMBER 31, 1995 OPTION/SAR VALUES
_______________________________________________________________________________
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options/SARs Options/SARs
Acquired at 12/31/95 at 12/31/95
on Value (#) ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
_______________________________________________________________________________
Ray R. 0 0 670,001 $837,504
Irani 349,999 $362,496
Dale R. 0 0 126,667 $145,629
Laurance 74,999 $72,496
J. Roger 0 0 106,667 $111,668
Hirl 54,999 $48,332
David R. 40,667 $194,669 60,000 0
Martin 54,999 $48,332
John F. 0 0 89,001 $111,668
Riordan 54,999 $48,332
______________________________________________________________________________
EMPLOYMENT CONTRACTS
-------
Dr. Irani has an employment agreement, dated November 16,
1991, providing for: (1) an annual salary of not less than
$1,900,000, (2) an annual bonus equal to at least 60 percent of
his salary, (3) an annual grant of shares of restricted stock not
less in value than the amount of his salary plus one percent and
(4) an annual grant of stock options for at least 75,000 shares
of Common Stock. The stated expiration date of the agreement is
November 16, 1998, but the term of the agreement automatically
extends to seven years from any point in time.
Upon his retirement, Dr. Irani is to receive supplemental
retirement benefits equal to 50 percent of the highest aggregate
annual salary, bonus and restricted stock award (collectively,
his "Aggregate Compensation") during his employment by Occidental
(adjusted for the cost of living) for life, less the accrued
benefits from Occidental's retirement plans. After his retirement
or upon the termination of his employment by Occidental, Dr.
Irani will continue to receive life insurance equal to twice his
salary, the tax and financial planning services now generally
available to Occidental executives and amounts to compensate him
for the higher tax rates payable in California that have been
paid to him since his move to California.
In the event of Dr. Irani's death while employed by
Occidental, Occidental is required to pay his estate or
designated beneficiary a lump sum equal to seven times his
highest Aggregate Compensation while employed by Occidental. If
Dr. Irani is married at the time of his death, his wife will be
entitled, for the remainder of her life, to health and welfare
benefits and to death benefits equal to 25 percent of his highest
Aggregate Compensation while employed by Occidental. If the
agreement is terminated by Occidental for any reason, Dr. Irani
is entitled to receive, until the earlier of his death or the end
of the remaining term, his salary and a minimum bonus (adjusted
for the cost of living); his medical, welfare and life insurance
benefits; his existing perquisites; his retirement benefits; and
the vesting of his restricted stock and stock options. In the
event Occidental ceases to be a publicly owned company with its
Common Stock listed on the New York Stock Exchange or more than
35 percent of Occidental's outstanding Common Stock is acquired
by any other corporation or other person or group (each such
event being referred to as a "Change of Control"), Dr. Irani may
terminate the agreement and elect to treat such termination as a
termination by Occidental, and all of his restricted stock and
stock options will vest or be paid for in cash. Occidental will
hold Dr. Irani harmless from the effects of certain excise or
other taxes payable by him by reason of his entitlements
following a Change of Control.
14
Dr. Laurance had an employment agreement with Occidental for a
term expiring in May 1997, providing for an annual salary of not
less than $790,000. In September 1993, Dr. Laurance entered into
a new employment agreement with Occidental at the same minimum
salary but having a term with a stated expiration date of
September 16, 2000, that automatically extends beyond such date
so that the remaining term at any point in time is not less than
two years. Dr. Laurance is eligible to retire after July 6, 2000,
upon one year's written notice to Occidental. Upon retirement,
Dr. Laurance is to receive an annual supplemental retirement
benefit equal to his highest annual cash salary and bonus (his
"Annual Cash Compensation") multiplied by a percentage (the
"Benefit Percentage") beginning at 26 percent before July 6,
1994, and escalating by two percent on July 6, 1994, and on that
date each year thereafter up to a maximum of 50 percent (adjusted
for the cost of living) (his "Accrued Termination Benefit") less
the amounts payable to him under the Occidental retirement plans;
and, upon his death, his spouse, if any, will receive an annual
amount equal to one half of the Benefit Percentage multiplied by
his highest aggregate annual salary, cash bonus and restricted
stock award (adjusted for the cost of living) (the "Spousal
Benefit"). After his retirement after attaining age 55, or upon
the termination of his employment by Occidental, Dr. Laurance
will continue to receive life insurance equal to his salary and
medical benefits no less favorable than he received prior to his
retirement or termination and his restricted stock awards will
continue to vest. In the event of Dr. Laurance's death while
employed by Occidental, his designated beneficiary will receive
an amount equal to the Spousal Benefit for a period equal to the
longer of one year or the remainder of the life of Dr. Laurance's
spouse at the time of his death. In addition, his beneficiary
will receive the insurance and other benefits provided by
Occidental to senior executives at the time of Dr. Laurance's
death, including the restricted stock previously granted him. If
Dr. Laurance's employment is terminated by Occidental as a result
of incapacity or any other reason, he will receive (i) a lump-sum
payment equal to twice his Annual Cash Compensation within 30
days following his termination and (ii) for the remainder of his
life, his Accrued Termination Benefit less the amounts payable to
him under the Occidental retirement and disability plans.
Mr. Hirl has an employment agreement with Occidental for a
term expiring in May 1997, providing for an annual salary of not
less than $545,000. If Mr. Hirl's employment is terminated as a
result of incapacity and he is a participant in and qualifies for
benefits under Occidental's Long-Term Disability Plan (the "LTD
Plan"), Occidental will pay Mr. Hirl the difference between 60%
of his annual salary and $120,000, the maximum annual LTD Plan
benefit, for so long as he remains eligible to receive LTD Plan
benefits. In the event Occidental terminates Mr. Hirl without
cause without two-years' notice, then Occidental will pay Mr.
Hirl at his current base salary rate for a period equal to the
shorter of two years or the remaining term of his agreement with
Occidental.
Mr. Martin has an employment agreement with Occidental for a
term expiring on December 31, 2000, providing for an annual
salary of not less than $565,000. If Mr. Martin's employment is
terminated as a result of incapacity and he is a participant in
and qualifies for benefits under the LTD Plan, Occidental will
pay Mr. Martin the difference between 60% of his annual salary
and $120,000, the maximum annual LTD Plan benefit, for so long as
he remains eligible to receive LTD Plan benefits. In the event
Occidental terminates Mr. Martin without cause without two years'
notice, then Occidental will pay Mr. Martin at his current base
salary rate for a period equal to the shorter of two years or the
remaining term of his agreement with Occidental. If such
compensation period expires prior to December 31, 2000, Mr.
Martin will continue his employment for an additional period
until December 31, 2000, during which Mr. Martin will receive a
salary at an annual rate of $20,000. If Mr. Martin is asked to
relocate and he elects not to relocate, he may terminate his
employment and, in such event, Occidental will pay Mr. Martin his
base salary for a period equal to the shorter of two years or the
remaining term of his agreement with Occidental.
Mr. Riordan has an employment agreement with Occidental for a
term expiring in May 1997, providing for an annual salary of not
less than $545,000. If Mr. Riordan's employment is terminated as
a result of incapacity and he is a participant in and qualifies
for benefits under the LTD Plan, Occidental will pay Mr. Riordan
the difference between 60% of his annual salary and $120,000, the
maximum annual LTD Plan benefit, for so long as he remains
eligible to receive LTD Plan benefits. In the event Occidental
terminates Mr. Riordan without cause without two years' notice,
then, in lieu of such notice and continued employment, Occidental
will pay Mr. Riordan at his current base salary rate for a period
equal to the shorter of two years or the remaining term of his
agreement with Occidental.
15
SPLIT-DOLLAR LIFE INSURANCE ARRANGEMENT
Under the terms of a split-dollar life insurance arrangement
approved by the Board of Directors, corporate officers (vice
presidents and above) have been given the opportunity to exchange
a portion of their vested retirement benefits under the Senior
Executive Supplemental Retirement Plan and the Supplemental
Retirement Plan for Occidental's agreement to purchase split-
dollar life insurance. To accomplish this exchange, Occidental
entered into a split-dollar life insurance agreement with each
officer who elected to participate, or with one or more trusts
established for the designated beneficiaries of the officers,
including the executive listed below. Occidental retains all
ownership of and interest in the cash surrender values of these
policies. Upon the death of the insured, Occidental will receive
all proceeds of the policy in excess of the stated death benefit,
which amount will be not less than the premium paid for the
policy. If the policy were to be surrendered, which could not
occur before the earlier of the insured's 65th birthday or
retirement from Occidental, then Occidental would recover the
greater of the cash surrender value or the premium paid for the
policy. In 1995, Mr. Riordan elected to participate in the
Program, for whom Occidental paid a premium of $190,147, and he
agreed irrevocably to forfeit an equivalent amount of his
previously reported vested retirement benefits and to reimburse
Occidental for the term value of the policy. Mr. Riordan is not a
beneficiary of the trust he established.
REPORT OF THE COMPENSATION COMMITTEE
-------
The Compensation Committee of the Board of Directors (the
"Committee") is responsible for Occidental's executive
compensation programs. The Committee is selected from members of
the Board of Directors who are neither current employees nor
officers of the Company. This report is provided by the Committee
to assist stockholders in understanding the philosophy and
objectives underlying the compensation of Occidental's senior
executives.
PHILOSOPHY
As previously stated, Occidental's executive compensation
programs are designed to attract and retain top-quality executive
talent and also to provide incentives for them to strive to
enhance stockholder value. The Committee believes that the
compensation of Occidental's executives should:
- be closely linked to business performance;
- encourage stock ownership by executives to directly align
executive interests with stockholder interests;
- maintain an appropriate balance between base salary and annual
and long-term incentive opportunities;
- target a competitive total compensation level that is at or
above the median pay levels of our peer companies; and
- recognize and reward exceptional individual contributions to
the success of the company.
Occidental is firmly committed to the principle of pay-for-
performance, and programs described below are focused on
increasing stockholder value by linking executive compensation to
business performance.
EXECUTIVE COMPENSATION PROGRAMS
Occidental's executive compensation programs are composed of
three main elements:
- Base salary
- Annual incentives
- Long-term incentives
Base salary and annual cash incentives are designed to attract
and retain top quality executives and to recognize individual
performance and achievement of business objectives each year. The
value of long-term incentives are directly linked to the
performance of Occidental Common Stock and, therefore, to total
stockholder return. Long-term incentives may take the form of
stock options, stock appreciation rights, performance stock and
restricted stock.
16
In evaluating Occidental's executive compensation programs,
the Committee solicits the services of independent compensation
consultants and Occidental's compensation staff regarding plan
design and industry pay practices. Occidental participates in a
number of compensation surveys each year that are conducted by
third-party compensation consulting firms. These surveys are
focused primarily on Occidental's peer companies, which, for the
most part, consist of the major U.S. petroleum and chemical
companies (including the companies within the peer group selected
for the graphs presented under the subheading "Performance
Graphs"). In addition, compensation data is also obtained from
broad-based industry surveys of companies that are similar in
size to Occidental.
CASH COMPENSATION
In determining base salary levels, Occidental maintains an
administrative framework of job levels into which positions are
assigned based on internal comparability and external market
data. Generally, base salaries are reviewed annually and adjusted
as appropriate to reward performance and maintain our competitive
position.
Beginning in 1995, cash incentive awards are being granted
under the Occidental Petroleum Corporation Executive Incentive
Compensation Plan. Participation is determined by job level and
is intended to reward individuals who have a significant impact
on business performance. Under the Executive Incentive
Compensation Plan, 60% of a participant's award is based on the
company's attainment of predetermined financial objectives and
40% is based on a subjective assessment of the participant's
achievement of predetermined individual performance objectives
and the participant's response to unanticipated challenges during
the plan year.
LONG-TERM INCENTIVES
The Committee has chosen to award stock options and stock
grants because their value is tied directly to business
performance and stockholder value. Prior to the adoption of the
1995 Incentive Stock Plan (the "1995 Stock Plan"), stock options
were awarded under the 1987 Stock Option Plan and restricted
stock grants were awarded under the 1977 Executive Long-Term
Incentive Stock Purchase Plan (the "Stock Purchase Plan"). Final
grants were made under the Stock Purchase Plan in January 1995
and under the Stock Option Plan in April 1995.
With the adoption of the 1995 Stock Plan, long-term incentives
may be awarded in the form of stock options, stock appreciation
rights ("SARs"), restricted stock and performance stock. All
stock options and SARs awarded will be subject to a vesting
period and none may be awarded at a discount. The receipt of
performance stock will be based on Occidental's relative
performance compared to its peer oil companies, as measured by
total stockholder return, over a specified performance period.
Selection for participation in the 1995 Stock Plan will be made
on a subjective assessment of the executive's potential to
influence Occidental's future performance. The Committee believes
awards under the 1995 Stock Plan will create an effective long-
term incentive to increase stockholder value and will provide a
retention vehicle for key executives. Further, it is intended
that by providing more compensation that is stock-based,
executives will be encouraged to view Occidental from the
stockholders' perspective.
EMPLOYMENT CONTRACTS
Occidental offers employment contracts to key executives only
when it is in the best interest of Occidental and its
stockholders to attract and retain such key executives and to
ensure continuity and stability of management. Contracts are
structured to ensure that they neither adversely influence the
executive's business judgment nor cause any compromise of the
interests of the stockholders. In accordance with a policy
adopted by the Board of Directors in November 1992, no future
employment contracts will contain provisions, commonly referred
to as "golden parachutes," that provide for additional severance
benefits in the event of a change in control.
17
DEDUCTIBILITY OF COMPENSATION
As part of the new Omnibus Reconciliation Act of 1993, Section
162(m) was added to the Internal Revenue Code. Section 162(m)
limits the deduction of compensation paid to the chief executive
officer and other named executive officers to the extent the
compensation of a particular executive exceeds $1 million, unless
such compensation was based upon predetermined quantifiable
performance goals or paid pursuant to a written contract that was
in effect on February 17, 1993.
The Committee believes that the compensation paid to Dr. Irani
in 1995 is fully deductible. With respect to the remaining named
executive officers, the Committee recognizes that a portion of
the compensation paid in 1995 to one or more of such officers may
not be fully deductible.
The Committee will continue to review and modify Occidental's
compensation practices and programs as necessary to ensure
Occidental's ability to attract and retain key executives while
taking into account the deductibility of compensation payments.
Under the 1995 Stock Plan, awards of stock options and
performance stock are designed to satisfy the deductibility
requirements of Section 162(m). However, awards under the
Executive Incentive Compensation Plan may not be fully deductible
since, in designing the Plan, the Committee felt it was important
to retain flexibility to reward senior management for
extraordinary contributions that cannot properly be recognized
under a predetermined quantitative plan.
COMPENSATION DECISIONS
For 1995, Dr. Irani's compensation was based primarily on his
employment contract with Occidental. The contract provides for a
minimum base salary and the minimum benefits to which he is
entitled under Occidental's incentive plans. While Occidental's
executives generally receive salary increases each year, Dr.
Irani has remained at the same annual base salary level since
1992.
In December 1994, the Committee made its determination with
respect to restricted stock awards granted in January 1995 under
the Stock Purchase Plan. In making its decisions, the Committee
noted that while management had exceeded its restructuring goals
of disposing of non-strategic assets, concentrating on core
businesses and reducing operating costs, the impact on the 1994
bottom line had been less than expected. The Committee felt that
these actions, nevertheless, will strengthen the Company's
performance and believed that the grant of restricted stock would
create incentives for senior management to implement further
changes to improve Occidental's performance over the five-year
term of the restricted stock awards. However, for all executive
officers, excluding Dr. Irani, the Committee continued to limit
the awards, as a percentage of base salary, to 1992 levels. For
1995, Dr. Irani received a modest increase to his restricted
stock award equal to the increase in cost of living.
In April 1995, the Committee reviewed and approved stock
option awards under the 1987 Stock Option Plan. Grants were based
on a subjective assessment of each executive's individual
performance, the executive's potential to contribute to
Occidental's future performance, competitive practices and grants
made in previous years. Dr. Irani's grant was increased from
previous years in recognition of his leadership and successful
management abilities which the Committee believes have positioned
the Company to take advantage of improved conditions in the
Company's chemical and oil and gas businesses.
Annual bonus awards for 1995 under the Executive Incentive
Compensation Plan were reviewed and approved by the Committee in
February 1996, based upon the Company's achievement of the
predetermined financial goals, including a significant increase
in earnings per share, and the participant's achievement of
predetermined individual goals for the year. Dr. Irani's annual
cash incentive is determined by his contract. However, as in
recent years, Dr. Irani requested that the cash bonus award
payable to him under his contract be reduced to the amount of
cash he received for 1991 and that he receive the balance of his
award in the form of restricted stock under the 1995 Stock Plan.
Respectfully submitted,
COMPENSATION COMMITTEE
George O. Nolley
Rosemary Tomich
Irvin W. Maloney
18
PERFORMANCE GRAPHS
-------
Set forth below is a graph comparing the yearly percentage
change in the cumulative total return of the Common Stock with
the cumulative total return of the Standard & Poor's 500 Stock
Index and with that of a peer group over the five-year period
ending on December 31, 1995. Following that graph is a graph
showing the same information quarterly for the five years
following December 31, 1990, the approximate date of the
commencement of Occidental's restructuring program. It is assumed
in the graphs that $100 was invested in the Common Stock, in the
stock of the companies in the Standard & Poor's 500 Index and in
the stocks of the peer group companies just prior to the
commencement of the period (December 31, 1990) and that all
dividends received within a quarter were reinvested in that
quarter. The peer group companies are Amoco Corporation, Atlantic
Richfield Company ("ARCO"), The British Petroleum Company p.l.c.,
Chevron Corporation, Mobil Corporation, Occidental, Phillips
Petroleum Company, Texaco Inc. and Unocal Corporation.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
OF OCCIDENTAL COMMON STOCK, THE S&P 500 INDEX AND A SELECTED PEER GROUP
(TABULAR PRESENTATION OF GRAPH BELOW)
Dec.31, Dec.31, Dec.31, Dec.31, Dec.31, Dec.31,
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
Oxy Stock 100 104 104 110 131 153
S&P 500 Index 100 130 140 155 157 215
Peer Group 100 100 100 122 138 176
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
BY QUARTER SINCE DECEMBER 31, 1990,
OF OCCIDENTAL COMMON STOCK, THE S&P 500 INDEX AND A SELECTED PEER GROUP
(TABULAR PRESENTATION OF GRAPH BELOW)
Dec.31, Mar.31, June 30, Sept.30, Dec.31, Mar.31, June 30, Sept.30, Dec. 31, Mar.31, June 30,
1990 1991 1991 1991 1991 1992 1992 1992 1992 1993 1993
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Oxy Stock 100 105 123 135 104 114 117 107 104 133 139
S&P 500 Index 100 115 114 120 130 127 130 134 140 147 147
Peer Group 100 103 99 106 101 91 98 106 102 116 117
Sept.30, Dec.31, Mar.31, June 30, Sept.30, Dec.31, Mar.31, June 30, Sept.30, Dec.31,
1993 1993 1994 1994 1994 1994 1995 1995 1995 1995
------- ------- ------- ------- -------- ------- ------- ------- ------- -------
Oxy Stock 134 110 106 126 141 131 151 159 154 153
S&P 500 Index 151 155 149 149 157 157 172 188 203 215
Peer Group 121 123 119 130 132 138 152 154 158 177
19
RATIFICATION OF THE SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors of Occidental
has selected Arthur Andersen LLP as independent public
accountants to audit the consolidated financial statements of
Occidental and its subsidiaries for the year ending December 31,
1996. Arthur Andersen LLP has audited Occidental's financial
statements annually since 1961. A member of that firm is expected
to be present at the Meeting, will have an opportunity to make a
statement if so desired and will be available to respond to
appropriate questions. If the stockholders do not ratify the
selection of Arthur Andersen LLP, if it should decline to act or
otherwise become incapable of acting or if its employment is
discontinued, the Audit Committee will appoint independent public
accountants for 1996.
The Board of Directors recommends a vote FOR the proposal to
ratify the selection of Arthur Andersen LLP as independent public
accountants for 1996. Proxies solicited by the Board of Directors
will be so voted unless stockholders specify otherwise.
APPROVAL OF THE OCCIDENTAL PETROLEUM CORPORATION
1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
The Board of Directors proposes that the stockholders approve
the Occidental Petroleum Corporation 1996 Restricted Stock Plan
for Non-Employee Directors (the "Plan"). Under the Plan, each
Non-Employee Director of Occidental will receive awards of
restricted Common Stock each year as additional compensation for
his or her services as a member of the Board of Directors. A
maximum of 50,000 shares of Common Stock may be awarded under the
Plan. The proposal to approve the Plan was adopted by the Board
at its meeting on February 8, 1996.
The principal features of the Plan are summarized below. The
summary is qualified in its entirety by reference to the full
text of the Plan, which is attached as Exhibit A. Capitalized
terms not defined below have the meanings set forth in the Plan.
1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
-------
PURPOSE
The purpose of the Plan is to more closely align director and
stockholder interests through the ownership of Restricted Stock,
to provide a competitive compensation program for directors and
to enhance Occidental's ability to attract and retain top-quality
directors.
DESCRIPTION OF THE PLAN
Each member of the Board who is neither an officer nor
employee of Occidental will be eligible to be granted awards of
Restricted Stock under the Plan. Directors who are employees of
Occidental are not eligible to participate in the Plan. It is
presently expected that nine Non-Employee Directors will be
eligible to receive awards under the Plan. The Plan is designed
to be a "formula" plan, providing automatic grants of a fixed
number of shares of Restricted Stock annually. Additional shares
of Restricted Stock will also be granted annually to Non-Employee
Directors who serve as chairmen of committees of the Board. A
maximum of 50,000 shares of Common Stock may be awarded over the
10-year life of the Plan.
The Plan will be administered by the Compensation Committee of
the Board. While the Compensation Committee will have no
discretion with respect to the timing or amount of grants or the
class of persons who may be
20
granted shares of Restricted Stock under the Plan, the
Compensation Committee may adopt such rules as it deems
appropriate in order to carry out the purposes of the Plan. All
questions of interpretation, administration, and application of
the Plan will be determined by a majority of the members of the
Compensation Committee (except that the Compensation Committee
may authorize any one or more of its members, or any officer of
Occidental, to execute and deliver documents on behalf of the
Compensation Committee), and all such determinations will be
final and binding. Determinations made with respect to any
individual Non-Employee Director will be made without
participation by that director in such determination.
If approved by stockholders, initial awards of 250 shares of
Restricted Stock will be made under the Plan, on the first
business day following the Meeting, to each Non-Employee Director
who is then a member of the Board. Each Non-Employee Director who
is serving as a chairman of one or more Committees of the Board
on such date, will be granted an additional 200 shares of
Restricted Stock ("Special Grants") with respect to each such
chairmanship. On the first business day following each subsequent
annual meeting, Non-Employee Directors then serving on the Board
will be awarded 250 shares of Restricted Stock in addition to any
grant of shares received in previous years. Additional Special
Grants for Committee Chairmanships will also be awarded annually.
Shares of Common Stock granted under the Plan will be
"restricted" in that the shares may not be sold, assigned,
pledged, hypothecated or otherwise transferred or encumbered
during the period of the Non-Employee Director's service as a
member of the Board (the "Restriction Period"). During the
Restriction Period, the certificates representing such shares
will contain a legend setting forth the foregoing restrictions
and such certificate will be held by Occidental for the benefit
of each Non-Employee Director grantee. As soon as practicable
following the lapse of these restrictions, such shares of
Restricted Stock will be given to the Non-Employee Director free
of the restrictions applicable during the Restriction Period.
Restrictions applicable to Restricted Stock will also lapse upon
a Change in Control, in which event, the Compensation Committee
may authorize a cash payment in lieu of the issuance of such
shares. While Occidental will be the custodian of the Restricted
Stock during the Restriction Period, Non-Employee Directors will
have the right to receive dividends and to vote the shares held
on their behalf.
ADJUSTMENTS, AMENDMENTS, TERMINATION
The Board may, to prevent dilution or expansion of the rights
of any holder of Restricted Stock, make or provide for such
adjustments in the number of shares of Common Stock awarded under
the Plan as it determines in good faith to be required. The Board
may also provide for such special terms for Awards as it deems
necessary in order to facilitate the making of grants of
Restricted Stock to Non-Employee Directors who are foreign
nationals. The Board may amend, suspend, or terminate the Plan,
in its sole discretion, unless such action requires stockholder
approval for the exemptions available under Rule 16b-3 to remain
applicable to the Plan.
The following table sets forth the number and dollar value of
Restricted Stock which will initially be awarded under the Plan
to the named Non-Employee Directors and the non-employee nominee
for director, if the Plan is approved by the stockholders. The
information provided assumes that each Non-Employee Director
currently chairing a Committee of the Board will continue in that
position.
21
NEW PLAN BENEFITS
1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
______________________________________________________________
# of
Dollar Shares of
Value Restricted
Name and Position ($)(1) Stock
______________________________________________________________
Non-Employee Director:
Edward P. Djerejian $5,875 250
Senator Albert Gore, Sr. $5,875 250
Arthur Groman (2) $10,575 450
John W. Kluge $5,875 250
Irvin W. Maloney $5,875 250
George O. Nolley (3) $15,275 650
Rodolfo Segovia $5,875 250
Aziz D. Syriani (4) $10,575 450
Rosemary Tomich (5) $10,575 450
______________________________________________________________
Non-Employee Director $76,375 3,250
Group (Nine Persons)
______________________________________________________________
(1) Based on the Fair Market Value of the Common Stock on
March 1, 1996.
(2) Chairman of Nominating Committee.
(3) Chairman of Audit and Compensation Committees.
(4) Chairman of Investment Committee.
(5) Chairperson of Environmental, Health and Safety Committee.
CERTAIN FEDERAL TAX CONSEQUENCES
Under current law, because the Restricted Stock is not subject
to a substantial risk of forfeiture, a Non-Employee Director
receiving shares of Restricted Stock will recognize ordinary
income for federal income tax purposes in an amount equal to the
Fair Market Value of the shares granted under the Plan on the
date of grant, without regard to any restriction. Each director
will include the Fair Market Value of the shares in his gross
income for federal tax purposes in the year of the grant. The
Company is entitled to a corresponding deduction in the year that
the director recognizes income for federal income tax purposes.
The Board of Directors recommends a vote FOR the proposal to
adopt the Plan. Proxies solicited by the Board of Directors will
be so voted unless stockholders specify otherwise.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
OF STOCKHOLDERS
Stockholder proposals to be presented at the 1997 Annual
Meeting of Stockholders of Occidental must be received at
Occidental's executive offices at 10889 Wilshire Boulevard, Los
Angeles, California 90024, addressed to the attention of the
Secretary, by November 12, 1996, in order to be included in the
proxy statement and form of proxy relating to such meeting.
22
ANNUAL REPORT
Occidental's 1995 Annual Report is concurrently being mailed
to stockholders. The Annual Report contains consolidated
financial statements of Occidental and its subsidiaries and the
report thereon of Arthur Andersen LLP, independent public
accountants.
Sincerely,
/s/ Donald P. de Brier
Los Angeles, California Donald P. de Brier
March 12, 1996 Secretary
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING FORM OR FORMS OF PROXY IN THE ENCLOSED ENVELOPE.
23
EXHIBIT A
OCCIDENTAL PETROLEUM CORPORATION
1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose. The purpose of the Occidental Petroleum Corporation
1996 Restricted Stock Plan for Non-Employee Directors (the
"Plan") is to provide ownership of Occidental Petroleum
Corporation's ("Occidental") Common Stock to non-employee
directors in order to more closely align director and stockholder
interests, to provide a competitive compensation program for
directors and to enhance Occidental's ability to attract and
retain top-quality directors.
2. Administration of the Plan.
(a) Members of the Committee. The Plan shall be
administered by the Compensation Committee of the Board (the
"Committee"). Members of the Committee shall be appointed from
time to time by the Board and shall serve at the pleasure of the
Board. Any Committee member may resign at any time upon written
notice to the Board.
(b) Authority of the Committee. The Committee shall adopt
such rules as it may deem appropriate in order to carry out the
purpose of the Plan. All questions of interpretation,
administration, and application of the Plan shall be determined
by a majority of the members of the Committee then in office,
except that the Committee may authorize any one or more of its
members, or any officer of Occidental, to execute and deliver
documents on behalf of the Committee. The determination of such
majority shall be final and binding in all matters relating to
the Plan. Determinations made with respect to any individual
Non-Employee Director shall be made without participation by such
Non-Employee Director in such determination. No member of the
Committee shall be liable for any act done or omitted to be done
by such member or by any other member of the Committee in
connection with the Plan, except for such member's own willful
misconduct or as expressly provided by statute.
3. Stock Reserved for the Plan. The number of shares of Common
Stock authorized for issuance under the Plan is 50,000, subject
to adjustment pursuant to Section 8 hereof. Shares of Common
Stock delivered hereunder may be Common Stock of original
issuance or Common Stock held in treasury, or a combination
thereof.
4. Awards of Restricted Stock.
(a) Initial Awards. Subject to Section 4(d) hereof, on the
first business day following the 1996 annual meeting of
stockholders of Occidental (the "1996 Meeting"), each
Non-Employee Director who is then a member of the Board shall be
awarded two hundred and fifty (250) whole shares of Restricted
Stock.
(b) Annual Awards. On the first business day following
each annual meeting subsequent to the 1996 Meeting, each
Non-Employee Director who is then a member of the Board shall be
awarded two hundred and fifty (250) whole shares of Restricted
Stock.
(c) Special Awards. On the first business day following
each annual meeting subsequent to the 1996 Meeting, each Non-
Employee Director who is then serving as a Chairman of one or
more committees of the Board shall be awarded two hundred (200)
whole shares of Restricted Stock with respect to each such
Chairmanship, in addition to any Award he or she may be granted
pursuant to Sections 4(a) and 4(b) above.
(d) Commencement of Grants. Notwithstanding anything in
this Plan to the contrary, no Award made pursuant to the Plan or
any amendment to the Plan shall be effective prior to the
requisite approval of the Plan or such amendment by the
stockholders of Occidental. In the event requisite stockholder
approval is not obtained, the Plan, and any Award thereunder,
shall be null and void.
5. Terms and Conditions of Awards. Restricted Stock awarded
to a Non-Employee Director under the Plan shall be subject to the
following restrictions:
(a) During the period of the Director's service as a
member of the Board (the "Restriction Period"), any shares of
Common Stock awarded under the Plan shall not be sold, assigned,
pledged, hypothecated or otherwise transferred or encumbered.
During the Restriction Period, the certificate representing such
shares of Common Stock
24
shall contain a statement referring to the restrictions
contained in this Section 5(a) and such certificate shall be held
by the Company. Except as provided in Section 9, as soon as
practicable after the lapse of restrictions applicable to
Restricted Stock, all shares of Restricted Stock held by the
Company for the benefit of a Non-Employee Director shall be given
to such Non-Employee Director, free and clear of any restrictions
applicable thereto during the Restriction Period.
(b) Whenever cash dividends are paid by Occidental on
outstanding Common Stock, each Non-Employee Director will receive
in cash all dividends paid on the Restricted Stock then held by
the Company for the benefit of such Non-Employee Director on the
record date for the dividend. Common Stock distributed in
connection with a stock split or stock dividend, and other
property distributed as a dividend, shall be subject to
restrictions to the same extent as the Restricted Stock with
respect to which such Common Stock or other property has been
distributed.
(c) Each Non-Employee Director hereunder may designate
from time to time any beneficiary or beneficiaries (who may be
designated concurrently, contingently or successively) to whom
any shares of Restricted Stock and any cash amounts are to be
paid in case of the Non-Employee Director's death before receipt
of any part or all of such Restricted Stock and cash. Each
designation will revoke all prior designations by the
Non-Employee Director, shall be in a form prescribed by the
Committee, and will be effective only when filed by the
Non-Employee Director, in writing, with the Secretary of
Occidental. Reference in the Plan to a Non-Employee Director's
"beneficiary" at any date shall include such persons designated
as concurrent beneficiaries on the Non-Employee Director's
beneficiary designation form then in effect. In the absence of
any such designation, any shares of Restricted Stock being held
by the Company for the benefit of such Non-Employee Director at
the time of his or her death may, in the sole discretion of the
Committee, be paid to such Non-Employee Director's estate in a
cash lump sum.
6. Foreign Participants. In order to facilitate the making
of an Award, the Board may provide for such special terms for
Awards to Non-Employee Directors who are foreign nationals, as
the Board may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the
Board may approve such supplements to, or amendments,
restatements or alternative versions of, the Plan as it may
consider necessary or appropriate for such purposes without
thereby affecting the terms of the Plan as in effect for any
other purpose, and the Secretary or other appropriate officer of
Occidental may certify any such document as having been approved
and adopted in the same manner as the Plan; provided that, no
such supplements, amendments, restatements or alternative
versions shall include any provisions that are inconsistent with
the terms of the Plan, as then in effect, unless the Plan could
have been amended to eliminate the inconsistency without further
approval by the stockholders of Occidental.
7. Change in Control. Upon the occurrence of a Change in
Control, all restrictions affecting Restricted Shares shall lapse
and such shares shall be delivered to each Non-Employee Director
as soon as practicable thereafter; provided that, the Committee
may, in its sole discretion authorize the payment of cash, in
lieu of the issuance of such shares.
8. Adjustments. The Board may make or provide for such
adjustments in the number of shares of Restricted Stock awarded
under the Plan, as the Board may in good faith determine to be
required in order to prevent dilution or expansion of the rights
of Non-Employee Directors that otherwise would result from (i)
any stock dividend, stock split, combination of shares
recapitalization or other change in the capital structure of the
Company or (ii) any merger, consolidation, spin-off, spin-out,
split-off, split-up, reorganization, partial or complete
liquidation or other distribution of assets, issuance of warrants
or other rights to purchase securities or any other corporate
transaction or event having an effect similar to any of the
foregoing. In the event of any such transaction or event, the
Board may provide in substitution for any or all outstanding
Restricted Stock Awards under the Plan such alternative
consideration as it may in good faith determine to be appropriate
under the circumstances and may require the surrender of all
Awards so replaced. Moreover, the Board may, on or after the date
of any Award, provide in the agreement evidencing such Award that
the Non-Employee Director may elect to receive an equivalent
Award in respect of securities of the surviving entity of any
merger, consolidation or other transaction or event having
similar effect, or the Board may provide that the Non-Employee
Director will automatically be entitled to receive such an
equivalent Award. The Board may also provide for such adjustments
in the maximum number of shares of Common
25
Stock specified in Section 3 as the Board, in good faith,
determines to be appropriate in order to reflect any transaction
or event described in this Section 8.
9. Withholding. Occidental shall defer making payments or
deliveries under the Plan until satisfactory arrangements have
been made for the payment of any federal, state, local or foreign
taxes (whether or not required to be withheld) with respect to
such payment or delivery. At the discretion of the Committee, any
such arrangements may without limitation include relinquishment
of a portion of any such payment or benefit or the surrender of
outstanding Common Stock, and any agreement pertaining to an
Award may make such relinquishment the mandatory form of
satisfying such taxes. The Committee may also make similar
arrangements with respect to the payment of any taxes with
respect to which withholding is not required.
10. Rights of Non-Employee Directors.
(a) Retention as Non-Employee Director. Nothing contained
in the Plan or with respect to any Award shall interfere with or
limit in any way the right of the stockholders of Occidental to
remove any Non-Employee Director from the Board, nor confer upon
any Non-Employee Director any right to continue in the service of
Occidental as a Non-Employee Director.
(b) Nontransferability. No right or interest of any
Non-Employee Director in any Award shall be assignable or
transferable during the lifetime of the Non-Employee Director,
either voluntarily or involuntarily, or subjected to any lien,
directly or indirectly, by operation of law, or otherwise,
including execution, levy, garnishment, attachment, pledge or
bankruptcy. In the event of a Non-Employee Director's death, a
Non-Employee Director's rights and interests in his or her Award
shall be transferable by testamentary will or the laws of descent
and distribution. If in the opinion of the Committee a person
entitled to payments or to exercise rights with respect to the
Plan is disabled from caring for his or her affairs because of
mental condition, physical condition or age, payment due such
person may be made to, and such rights shall be exercised by,
such person's guardian, conservator or other legal personal
representative upon furnishing the Committee with evidence
satisfactory to the Committee of such status.
(c) Except to the extent restricted under the terms of an
agreement evidencing a grant of Restricted Stock, a Non-Employee
Director awarded such stock shall have all of the rights of a
stockholder, including, without limitation, the right to vote
Restricted Stock and the right to receive dividends thereon.
11. Amendment; Termination. The Board may at any time and
from time to time alter, amend, suspend or terminate the Plan in
whole or in part; provided that, no amendment which requires
stockholder approval in order for the exemptions available under
Rule 16b-3 to be applicable to the Plan and the Non-Employee
Directors shall be effective unless the same shall be approved by
the stockholders of Occidental entitled to vote thereon.
Notwithstanding the foregoing, no amendment shall affect
adversely any of the rights of any Non-Employee Director, without
such Non-Employee Director's consent.
12. General Restrictions.
(a) Regulations and Offer Approvals. The obligation of
Occidental to deliver Common Stock with respect to any Award
under the Plan shall be subject to all applicable laws, rules and
regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate
by the Committee.
(b) Each Award granted under the Plan is subject to the
requirement that, if at any time the Committee determines, in its
absolute discretion, that the listing, registration or
qualification of Common Stock issuable pursuant to the Plan is
required by any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in
connection with, such Award or the issuance of Common Stock, no
such Award or payment shall be made or Common Stock issued, in
whole or in part, unless listing, registration, qualification,
consent or approval has been effected or obtained free of any
conditions not acceptable to the Committee. Nothing herein shall
be deemed to require Occidental to apply for or to obtain such
listing, registration or qualification.
(c) In the event that the disposition of Common Stock
acquired pursuant to the Plan is not covered by a then current
registration statement under the Securities Act and is not
otherwise exempt from such registration, such Common Stock shall
be restricted against transfer to the extent required by the
Securities Act or regulations
26
thereunder, and Occidental may require any Non-Employee
Director to whom Common Stock is granted, as a condition of
receiving such Common Stock, to give written assurances in
substance and form satisfactory to Occidental and its counsel to
the effect that such person is acquiring the Common Stock for his
or her own account and not with any present intention of selling
or otherwise distributing the same, and to such other effects as
Occidental deems necessary or appropriate in order to comply with
federal and applicable state securities laws.
13. Governing Law. The Plan and all rights hereunder shall be
construed in accordance with and governed by the laws of the
State of Delaware.
14. Plan Interpretation. The Plan is intended to comply with
Rule 16b-3 and shall be construed to so comply.
15. Headings. The headings of sections and subsections herein
are included solely for convenience of reference and shall not
affect the meaning of any of the provisions of the Plan.
16. Term of Plan. This Plan shall become effective on the
Effective Date, and shall remain in effect for ten (10) years
from such date, unless sooner terminated by the Board.
17. Definitions. For purposes of the Plan, the following
terms shall have the following meanings:
(a) "Award" means any award of Restricted Stock under the
Plan.
(b) "Board" means the Board of Directors of Occidental.
(c) "Change in Control" means a change in control of
Occidental, which shall be deemed to have occurred if:
(i) any "person," as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than the Company,
any trustee or other fiduciary holding securities under an
employee benefit plan of Occidental or any company owned,
directly or indirectly, by the stockholders of Occidental in
substantially the same proportions as their ownership of
the Common Stock of Occidental), is or becomes, after the
Effective Date of the Plan, the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of Occidental (not including in the securities
beneficially owned by such person any securities acquired
directly from Occidental or its affiliates) representing 50
percent (50%) or more of the combined voting power of
Occidental's then-outstanding securities; or
(ii) during any period of two consecutive years (not
including any period prior to the Effective Date), individuals
who at the beginning of such period constitute the Board, and any
new director (other than a director designated by a person who
has entered into an agreement with Occidental to effect a
transaction described in clause (i), (iii), or (iv) of this
definition) whose election by the Board or nomination for
election by Occidental's stockholders was approved by a vote of
at least two thirds (2/3) of the directors then still in office
who either were directors at the beginning of such period or
whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority
of the Board; or
(iii) the stockholders of Occidental approve a merger
or consolidation of Occidental with any other corporation, other
than (A) a merger or consolidation which would result in the
voting securities of Occidental outstanding immediately prior
thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving
entity), in combination with the ownership of any trustee or
other fiduciary holding securities under any employee benefit
plan of Occidental, at least 50 percent of the combined voting
power of the voting securities of Occidental or such surviving
entity outstanding immediately after such merger or consolidation
or (B) a merger or consolidation effected to implement a
recapitalization of Occidental (or similar transaction) in which
no person acquires more than 50 percent (50%) of the combined
voting power of Occidental's then-outstanding securities; or
(iv) the stockholders of Occidental approve a plan of
complete liquidation of Occidental or an agreement for the sale
or disposition of all or substantially all of Occidental's
assets; provided that, prior to the occurrence of any of the
events described in clauses (i) through (iii) above, the Board
may determine that such an event shall not constitute a Change
of Control for purposes of the Plan.
(d) "Code" means the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto.
27
(e) "Common Stock" means shares of the common stock, par
value $.20 per share, of Occidental.
(f) "Company" means Occidental Petroleum Corporation and
its subsidiaries, collectively.
(g) "Effective Date" means April 26, 1996 or the date of
approval of the Plan by the stockholders of Occidental, whichever
comes first.
(h) "Exchange Act" means the Securities Exchange Act of
1934, as now or hereafter construed, interpreted and applied by
regulations, rulings and cases.
(i) "Fair Market Value" means the per share fair market
value of Common Stock as determined by such methods or procedures
as shall be established from time to time by the Committee.
Unless otherwise determined by the Committee in good faith, the
per share Fair Market Value of Common Stock as of a particular
date shall mean (i) the closing sales price per share of Common
Stock on the national securities exchange on which the Common
Stock is principally traded, for the last preceding date on which
there was a sale of such Common Stock on such exchange, or (ii)
if the shares of Common Stock are then traded in an over-the-
counter market, the average of the closing bid and asked prices
for the shares of Common Stock in such over-the-counter market
for the last preceding date on which there was a sale of such
Common Stock in such market, or (iii) if the shares of Common
Stock are not then listed on a national securities exchange or
traded in an over-the-counter market, such value as the
Committee, in its sole discretion, shall determine.
(j) "Non-Employee Director" means a member of the Board
who is neither an officer nor employee of the Company.
(k) "Plan" means this Occidental Petroleum Corporation
1996 Restricted Stock Plan For Non-Employee Directors.
(l) "Restriction Period" means, in respect of Restricted
Stock, the period referenced in Section 5(a).
(m) "Restricted Stock" means a grant of shares of Common
Stock, which shares are subject to the restrictions on transfer
described in Section 5(a).
(n) "Rule 16b-3" means Rule 16b-3, as promulgated and
amended from time to time by the Securities and Exchange
Commission under the Exchange Act, or any successor rule to the
same effect.
OCCIDENTAL PETROLEUM CORPORATION
10889 Wilshire Boulevard
Los Angeles, California 90024
(RECYCLE LOGO)
Printed on recycled paper.
28
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
OCCIDENTAL PETROLEUM CORPORATION
DR. RAY R. IRANI and DR. DALE R. LAURANCE, and each of them, with full
power of substitution, are hereby authorized to represent and to vote the
shares of the undersigned in OCCIDENTAL PETROLEUM CORPORATION as directed on
the reverse side of this card and, in their discretion, on all other matters
which may properly come before the Annual Meeting of Stockholders to be held on
April 26, 1996, and at any adjournment, as if the undersigned were present and
voting at the meeting.
The shares represented by this proxy will be voted as directed on the
reverse side of this card. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE
VOTED FOR ITEMS 1, 2 AND 3. In the event any of the nominees named on
the reverse side of this card is unavailable for election or unable to serve,
the shares represented by this proxy may be voted for a substitute nominee
selected by the Board of Directors.
- -------------------------------------------------------------------------------
(arrow pointing upward) SIGN, DETACH AND RETURN (arrow pointing upward)
(logo)
IT IS IMPORTANT THAT YOUR PROXY BE RETURNED PROMPTLY. THEREFORE, YOU ARE URGED
TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE.
YOUR PROXY WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE CONFIDENTIAL
VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
(arrow pointing downward) BRING TO ANNUAL MEETING (arrow pointing downward)
- -------------------------------------------------------------------------------
Since parking at the Santa Monica Civic Auditorium is limited, we have arranged
for alternate parking at the beach parking lot.
For your convenience, below are a map and parking instructions for the beach
parking lot.
(MAP OF AREA)
SPECIAL PARKING INSTRUCTIONS
Beach Parking Lot
- Exit Santa Monica Civic Auditorium.
- Turn left on Main Street and proceed to Pico
Boulevard. Turn right on Pico.
- Take Pico to Ocean Avenue and turn left on
Ocean Avenue.
- Follow Ocean down the hill and make a right
turn into the beach parking lot.
Park your car in the lot. A bus will take you to
the Civic Auditorium, and a bus will return you
to the beach parking lot AFTER the meeting.
CONTINUOUS SHUTTLE SERVICE WILL BE
PROVIDED from 8:30 A.M. to 2:00 P.M.
The $6 parking fee will be paid by Occidental
Petroleum Corporation.
There is no charge for the shuttle service.
(REVERSE SIDE OF PROXY)
The shares represented by this proxy card will be voted as directed below.
WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND
3. THIS PROXY CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE
CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
[X] Please mark your votes as this
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
FOR WITHHELD
ALL FOR ALL
ITEM 1 The election as directors of the following nominees:
Senator Albert Gore, Sr., David R. Martin, George O. Nolley, [ ] [ ]
John F. Riordan and Rosemary Tomich for three-year terms that
expire in 1999 and Edward P. Djerejian for a two-year term
that expires in 1998.
(To withhold authority to vote for any nominee(s), mark FOR
ALL and write nominee(s) name(s) in the space provided below.)
_____________________________________________________________
FOR AGAINST ABSTAIN
ITEM 2 The ratification of the selection of [ ] [ ] [ ]
Arthur Andersen LLP as independent public accountants.
FOR AGAINST ABSTAIN
ITEM 3 The proposal to approve the Occidental [ ] [ ] [ ]
Petroleum Corporation 1996 Restricted Stock Plan
for Non-Employee Directors.
Discontinue mailing Annual Report to this account. [ ]
Please sign your name exactly as it appears printed hereon. When shares are
held by joint tenants, both should sign. Executors, administrators, guardians,
officers of corporations and others signing in a fiduciary capacity should sign
their full title as such.
SIGNATURE __________________________________________ DATE ____________________
SIGNATURE __________________________________________ DATE ____________________
- -------------------------------------------------------------------------------
(arrow pointing upward) SIGN, DETACH AND RETURN (arrow pointing upward)
PLEASE HELP US ELIMINATE DUPLICATE MAILINGS.
OCCIDENTAL PETROLEUM CORPORATION IS REQUIRED TO SEND AN ANNUAL REPORT TO EVERY
STOCKHOLDER. IF YOU HAVE MULTIPLE ACCOUNTS WITH THE SAME ADDRESS, PLEASE HELP
US REDUCE COSTS BY DIRECTING US TO DISCONTINUE MAILING FUTURE ANNUAL REPORTS TO
ONE OR MORE SUCH ACCOUNTS. MARK THE APPROPRIATE BOX ON THE PROXY CARD FOR EACH
SUCH ACCOUNT. THE PROXY CARD FOR AT LEAST ONE ACCOUNT MUST REMAIN UNMARKED TO
RECEIVE AN ANNUAL REPORT. DO NOT TERMINATE MAILINGS FOR ACCOUNTS FOR WHICH YOU
SERVE AS A TRUSTEE, GUARDIAN OR OTHER FORM OF NOMINEE.
(arrow pointing downward) BRING TO ANNUAL MEETING (arrow pointing downward)
- -------------------------------------------------------------------------------
(logo) OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
PREREGISTRATION FORM
Santa Monica Civic Auditorium
1855 Main Street, Santa Monica
Meeting Hours
Exhibit Room opens at 9:15 A.M.
Meeting starts at 10:30 A.M.
TO SPEED UP REGISTRATION, PLEASE BRING THIS CARD WITH YOU TO THE
MEETING ON APRIL 26. DO NOT MAIL.
Please see the back of this card for parking instructions.
1050-A(SOR)
(VOTING INSTRUCTION CARD FOR THE OCCIDENTAL PETROLEUM CORPORATION
SAVINGS PLAN)
OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO THE TRUSTEE OF THE OCCIDENTAL PETROLEUM CORPORATION
SAVINGS PLAN:
I acknowledge receipt of the Notice of Annual Meeting of Stockholders of
Occidental Petroleum Corporation to be held on April 26, 1996, and the Proxy
Statement furnished in connection with the solicitation of proxies by
Occidental's Board of Directors. You are directed to vote the shares which are
held for my account pursuant to the Occidental Petroleum Corporation Savings
Plan in the manner indicated on the reverse side of this card and, in your
discretion, on all other matters which may properly come before such meeting
and at any adjournment.
My vote for the election of directors is indicated on the reverse side.
Nominees are: Edward P. Djerejian, Senator Albert Gore, Sr., David R. Martin,
George O. Nolley, John F. Riordan and Rosemary Tomich. In the event any of
the foregoing nominees is unavailable for election or unable to serve, shares
represented by this card may be voted for a substitute nominee selected by the
Board of Directors.
I UNDERSTAND THAT IN THE EVENT THAT I DO NOT RETURN THIS CARD, ANY SHARES
HELD FOR MY ACCOUNT IN THE OCCIDENTAL PETROLEUM CORPORATION SAVINGS PLAN WILL
BE VOTED BY YOU IN ACCORDANCE WITH THE DIRECTION OF THE PLAN'S ADMINISTRATIVE
COMMITTEE.
- -------------------------------------------------------------------------------
(arrow pointing upward) SIGN, DETACH AND RETURN (arrow pointing upward)
(logo)
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.
YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
(REVERSE SIDE OF VOTING INSTRUCTION CARD FOR THE OCCIDENTAL
PETROLEUM CORPORATION SAVINGS PLAN)
The shares represented by this voting instruction card will be voted as
directed below. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR
ITEMS 1, 2 AND 3. THIS VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN
ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE
PROXY STATEMENT.
[X] Please mark your votes as this
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
FOR WITHHELD
ALL FOR ALL
ITEM 1 The election as directors of the following nominees:
Senator Albert Gore, Sr., David R. Martin, George O. Nolley, [ ] [ ]
John F. Riordan and Rosemary Tomich for three-year terms that
expire in 1999 and Edward P. Djerejian for a two-year term
that expires in 1998.
(To withhold authority to vote for any nominee(s), mark FOR
ALL and write nominee(s) name(s) in the space provided below.)
_____________________________________________________________
FOR AGAINST ABSTAIN
ITEM 2 The ratification of the selection of [ ] [ ] [ ]
Arthur Andersen LLP as independent public accountants.
FOR AGAINST ABSTAIN
ITEM 3 The proposal to approve the Occidental [ ] [ ] [ ]
Petroleum Corporation 1996 Restricted Stock Plan for
Non-Employee Directors.
Please sign your name exactly as it appears printed hereon. Executors,
administrators, guardians and others signing in a fiduciary capacity should
sign their full title as such.
SIGNATURE __________________________________________ DATE ____________________
SIGNATURE __________________________________________ DATE ____________________
- -------------------------------------------------------------------------------
(arrow pointing upward) SIGN, DETACH AND RETURN (arrow pointing upward)
(logo)
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.
YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
1050-B(PSA)
(VOTING INSTRUCTION CARD FOR THE OCCIDENTAL CHEMICAL CORPORATION
SAVINGS AND INVESTMENT PLAN)
OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO THE TRUSTEE OF THE OCCIDENTAL CHEMICAL CORPORATION
SAVINGS AND INVESTMENT PLAN:
I acknowledge receipt of the Notice of Annual Meeting of Stockholders of
Occidental Petroleum Corporation to be held on April 26, 1996, and the Proxy
Statement furnished in connection with the solicitation of proxies by
Occidental's Board of Directors. You are directed to vote the shares which
are held for my account pursuant to the Occidental Chemical Corporation
Savings and Investment Plan in the manner indicated on the reverse side of
this card and, in your discretion, on all other matters which may properly
come before such meeting and at any adjournment.
My vote for the election of directors is indicated on the reverse side.
Nominees are: Edward P. Djerejian, Senator Albert Gore, Sr., David R. Martin,
George O. Nolley, John F. Riordan and Rosemary Tomich. In the event any of the
foregoing nominees is unavailable for election or unable to serve, shares
represented by this card may be voted for a substitute nominee selected by the
Board of Directors.
I UNDERSTAND THAT IN THE EVENT THAT I DO NOT RETURN THIS CARD, ANY SHARES
HELD FOR MY ACCOUNT IN THE OCCIDENTAL CHEMICAL CORPORATION SAVINGS AND
INVESTMENT PLAN WILL BE VOTED BY YOU IN ACCORDANCE WITH THE DIRECTION OF THE
PLAN'S ADMINISTRATIVE COMMITTEE.
- -------------------------------------------------------------------------------
(arrow pointing upward) SIGN, DETACH AND RETURN (arrow pointing upward)
(logo)
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.
YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
(REVERSE SIDE OF VOTING INSTRUCTION CARD FOR THE OCCIDENTAL
CHEMICAL CORPORATION SAVINGS AND INVESTMENT PLAN)
The shares represented by this voting instruction card will be voted as
directed below. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR
ITEMS 1, 2 AND 3. THIS VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN
ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE
PROXY STATEMENT.
[X] Please mark your votes as this
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
FOR WITHHELD
ALL FOR ALL
ITEM 1 The election as directors of the following nominees:
Senator Albert Gore, Sr., David R. Martin, George O. Nolley, [ ] [ ]
John F. Riordan and Rosemary Tomich for three-year terms
that expire in 1999 and Edward P. Djerejian for a two-year
term that expires in 1998.
(To withhold authority to vote for any nominee(s), mark FOR
ALL and write nominee(s) name(s) in the space provided below.)
____________________________________________________________
FOR AGAINST ABSTAIN
ITEM 2 The ratification of the selection of [ ] [ ] [ ]
Arthur Andersen LLP as independent public accountants.
FOR AGAINST ABSTAIN
ITEM 3 The proposal to approve the Occidental [ ] [ ] [ ]
Petroleum Corporation 1996 Restricted Stock Plan for
Non-Employee directors.
Please sign your name exactly as it appears printed hereon. Executors,
administrators, guardians and others signing in a fiduciary capacity should
sign their full title as such.
SIGNATURE __________________________________________ DATE ____________________
SIGNATURE __________________________________________ DATE ____________________
- -------------------------------------------------------------------------------
(arrow pointing upward) SIGN, DETACH AND RETURN (arrow pointing upward)
(logo)
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.
YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
1050-C(SIP)
(VOTING INSTRUCTION CARD FOR THE EMPLOYEES THRIFT PLAN OF OXY USA INC.)
OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO THE TRUSTEE OF THE EMPLOYEES THRIFT PLAN OF OXY USA INC.:
I acknowledge receipt of the Notice of Annual Meeting of Stockholders of
Occidental Petroleum Corporation to be held on April 26, 1996, and the Proxy
Statement furnished in connection with the solicitation of proxies by
Occidental's Board of Directors. You are directed to vote the shares which are
held for my account pursuant to the Employees Thrift Plan of OXY USA Inc. in
the manner indicated on the reverse side of this card and, in your discretion,
on all other matters which may properly come before such meeting and at any
adjournment.
My vote for the election of directors is indicated on the reverse side.
Nominees are: Edward P. Djerejian, Senator Albert Gore, Sr., David R. Martin,
George O. Nolley, John F. Riordan and Rosemary Tomich. In the event any of the
foregoing nominees is unavailable for election or unable to serve, shares
represented by this card may be voted for a substitute nominee selected by the
Board of Directors.
I UNDERSTAND THAT IN THE EVENT THAT I DO NOT RETURN THIS CARD, ANY SHARES
HELD FOR MY ACCOUNT IN THE EMPLOYEES THRIFT PLAN OF OXY USA INC. WILL BE
VOTED BY YOU IN ACCORDANCE WITH THE DIRECTION OF THE PENSION PLANS
ADMINISTRATIVE COMMITTEE.
1050-E(TUL)
(REVERSE SIDE OF VOTING INSTRUCTION CARD FOR THE EMPLOYEES THRIFT PLAN
OF OXY USA INC.)
The shares represented by this voting instruction card will be voted as
directed below. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR
ITEMS 1, 2 AND 3. THIS PROXY CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE
WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
[X] Please mark your votes as this
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
FOR WITHHELD
ALL FOR ALL
ITEM 1 The election as directors of the following nominees:
Senator Albert Gore, Sr., David R. Martin, George O. Nolley, [ ] [ ]
John F. Riordan and Rosemary Tomich for three-year terms that
expire in 1999 and Edward P. Djerejian for a two-year term
that expires in 1998.
(To withhold authority to vote for any nominee(s), mark FOR
ALL and write nominee(s) name(s) in the space provided below.)
_____________________________________________________________
FOR AGAINST ABSTAIN
ITEM 2 The ratification of the selection of [ ] [ ] [ ]
Arthur Andersen LLP as independent public accountants.
FOR AGAINST ABSTAIN
ITEM 3 The proposal to approve the Occidental [ ] [ ] [ ]
Petroleum Corporation 1996 Restricted Stock Plan for
Non-Employee Directors.
Please sign your name exactly as it appears printed hereon. Executors,
administrators, guardians, and others signing in a fiduciary capacity should
sign their full title as such.
SIGNATURE __________________________________________ DATE ____________________
SIGNATURE __________________________________________ DATE ____________________
(PROXY CARD - BROKER)
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
OCCIDENTAL PETROLEUM CORPORATION
DR. RAY R. IRANI and DR. DALE R. LAURANCE, and each of them, with full power
of substitution, are hereby authorized to represent and to vote the shares of
the undersigned in OCCIDENTAL PETROLEUM CORPORATION as directed on the reverse
side of this card and, in their discretion, on all other matters which may
properly come before the Annual Meeting of Stockholders to be held on
April 26, 1996, and at any adjournment, as if the undersigned were present and
voting at the meeting.
The shares represented by this proxy will be voted as directed on the
reverse side of this card. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE
VOTED FOR ITEMS 1,2, AND 3. In the event any of the nominees named on the
reverse side of this card is unavailable for election or unable to serve,
the shares represented by this proxy may be voted for a substitute nominee
selected by the Board of Directors.
1050-D (BRO)
(REVERSE SIDE OF PROXY CARD - BROKER)
The shares represented by this proxy card will be voted as directed below.
WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND
3. THIS PROXY CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE
CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
[X] Please mark your votes as this
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
FOR WITHHELD
ALL FOR ALL
ITEM 1 The election as directors of the following nominees:
Senator Albert Gore, Sr., David R. Martin, George O. Nolley, [ ] [ ]
John F. Riordan and Rosemary Tomich for three-year terms that
expire in 1999 and Edward P. Djerejian for a two-year term
that expires in 1998.
(To withhold authority to vote for any nominee(s), mark FOR
ALL and write nominee(s) name(s) in the space provided below.)
_____________________________________________________________
FOR AGAINST ABSTAIN
ITEM 2 The ratification of the selection of [ ] [ ] [ ]
Arthur Andersen LLP as independent public accountants.
FOR AGAINST ABSTAIN
ITEM 3 The proposal to approve the Occidental [ ] [ ] [ ]
Petroleum Corporation 1996 Restricted Stock Plan for
Non-Employee Directors.
Please sign your name exactly as it appears printed hereon. Executors,
administrators, guardians, and others signing in a fiduciary capacity should
sign their full title as such.
SIGNATURE __________________________________________ DATE ____________________
SIGNATURE __________________________________________ DATE ____________________
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
PRESIDENT
AND
CHIEF EXECUTIVE OFFICER
March 12, 1996
Dear Savings Plan Participant:
I am pleased to enclose a notice and proxy statement for our
annual meeting to be held on April 26, 1996, together with a
voting instruction card. I sincerely hope that, as an Occidental
stockholder through the Occidental Savings Plan, you will
participate in the affairs of the company by voting your shares.
Please MARK AND SIGN THE ENCLOSED CARD AND MAIL IT AS SOON
AS POSSIBLE IN THE ENCLOSED ENVELOPE to the Plan's trustee. The
trustee will then cause the shares in your plan account(s) to be
voted according to your instructions. Your instructions to the
trustee will be kept confidential.
Thank you for your cooperation.
/s/ R. R. Irani
P.S. This message applies to those of you who own shares of
Occidental stock other than through the Savings Plan. You will
receive a separate notice, proxy statement and proxy card with
respect to those shares. That proxy card should be returned in
the envelope provided with the card. In order to eliminate
unnecessary duplicate distribution of the annual report, the
transfer agent has not included the annual report with this
mailing, but you will find the report in the separate mailing you
will receive in connection with the stock you own other than
through the Plan.
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
PRESIDENT
AND
CHIEF EXECUTIVE OFFICER
March 12, 1996
Dear Occidental Chemical Corporation Savings and Investment Plan
Participant:
I am pleased to enclose a notice and proxy statement for our
annual meeting to be held on April 26, 1996, together with a
voting instruction card. I sincerely hope that, as an Occidental
stockholder through the Occidental Chemical Corporation Savings
and Investment Plan, you will participate in the affairs of the
company by voting your shares.
Please MARK AND SIGN THE ENCLOSED CARD AND MAIL IT AS SOON
AS POSSIBLE IN THE ENCLOSED ENVELOPE to the Plan's trustee. The
trustee will then cause the shares in your plan account(s) to be
voted according to your instructions. Your instructions to the
trustee will be kept confidential.
Thank you for your cooperation.
/s/ R. R. Irani
P.S. Many of you own shares of Occidental stock other than
through the Occidental Chemical Corporation Savings and
Investment Plan, in which case you will receive a separate
notice, proxy statement and proxy card with respect to those
shares. That proxy card should be returned in the envelope
provided with the card.
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
PRESIDENT
AND
CHIEF EXECUTIVE OFFICER
March 12, 1996
Dear OXY USA Inc. Employees Thrift Plan Participant:
I am pleased to enclose a notice and proxy statement for our
annual meeting to be held on April 26, 1996, together with a
voting instruction card. I sincerely hope that, as an Occidental
stockholder through the OXY USA Inc. Employees Thrift Plan, you
will participate in the affairs of the company by voting your
shares.
Please MARK AND SIGN THE ENCLOSED CARD AND MAIL IT AS SOON
AS POSSIBLE IN THE ENCLOSED ENVELOPE to the Plan's trustee. The
trustee will then cause the shares in your plan account(s) to be
voted according to your instructions. Your instructions to the
trustee will be kept confidential.
Thank you for your cooperation.
/s/ R. R. Irani
P.S. Many of you own shares of Occidental stock other than
through the OXY USA Inc. Employees Thrift Plan, in which case you
will receive a separate notice, proxy statement and proxy card
with respect to those shares. That proxy card should be returned
in the envelope provided with the card.
