As filed with the Securities and Exchange Commission on July 23, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OCCIDENTAL PETROLEUM CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4035997
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
OCCIDENTAL PETROLEUM CORPORATION
1995 INCENTIVE STOCK PLAN
(FULL TITLE OF THE PLAN)
DONALD P. DE BRIER, ESQ., GENERAL COUNSEL
OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA
(310) 208-8800
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
===================== ================== ================= ================== ==================
Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
- --------------------- ------------------ ----------------- ------------------ ------------------
Common Stock,
$.20 par value
(including 5,000,000(2) $25.3300 $126,650,000 $11,651.80
Preferred Stock
Purchase Rights)
===================== ================== ================= ================== ==================
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
amount of the registration fee based on the average of the high and low
price for the Common Stock on July 19, 2002.
(2) Includes an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the plan as the results of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Registrant.
PART II
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Annual Report on Form 10-K of Occidental Petroleum Corporation
("Occidental" or the "Registrant") for the fiscal year ended December 31, 2001;
(b) Amendment No. 1 on Form 10-K/A, dated July 19, 2002 (filed July 22,
2002), amending the Annual Report on Form 10-K of Occidental for the fiscal year
ended December 31, 2001;
(c) The Quarterly Report on Form 10-Q of Occidental for the quarter ended
March 31, 2002;
(d) Current Reports on Form 8-K of Occidental, dated January 8, 2002
(filed January 8, 2002), January 31, 2002 (filed February 4, 2002), March 6,
2002 (filed March 7, 2002), March 22, 2002 (filed March 22, 2002), April 10,
2002 (filed April 10, 2002), April 25, 2002 (filed April 25, 2002), May 3, 2002
(filed May 3, 2002), June 18, 2002 (filed June 19, 2002), and July 22, 2002
(filed July 22, 2002);
(e) Current Report on Form 8-K of the Occidental Petroleum Corporation
Savings Plan (including by merger the Occidental Chemical Corporation Savings
and Investment Plan and the Oxy Vinyls, LP Savings Plan) dated June 10, 2002
(filed June 12, 2002); and
(f) The description of the Common Stock contained in the Registration
Statement on Form 8-B, dated June 26, 1986 (as amended by Form 8, dated December
22, 1986, Form 8, dated February 3, 1988, Form 8-B/A, dated July 12, 1993, Form
8-B/A, dated March 21, 1994, and Form 8-B/A, dated November 2, 1995 and
including any amendment or report filed for the purpose of updating such
descriptions subsequent to the date of this Registration Statement).
All documents filed by the Registrant or the Occidental Petroleum
Corporation 1995 Incentive Stock Plan (the "Plan") pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date hereof prior to the filing of a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
the securities covered hereby then remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of delivery of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
1
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock registered pursuant hereto has been passed
upon by Linda S. Peterson, an Associate General Counsel of the Registrant. Ms.
Peterson beneficially owns, and has rights to acquire under employee stock
options, an aggregate of less than 1% of the outstanding shares of Common Stock
of Occidental.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances for liabilities incurred in connection
with their activities in such capacities (including reimbursement for expenses
incurred). Occidental's Restated Certificate of Incorporation, as amended,
provides for the elimination of personal liability of its directors to the full
extent permitted by the Delaware General Corporation Law and Occidental has
entered into indemnification agreements with each director and certain officers
providing for additional indemnification. Article VIII of Occidental's By-laws
provides that Occidental shall indemnify directors and officers under certain
circumstances for liabilities and expenses incurred by reason of their
activities in such capacities. In addition, Occidental has insurance policies
that provide liability coverage to directors and officers while acting in such
capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
3.(i) (a) Restated Certificate of Incorporation of Occidental, dated
November 12, 1999 (incorporated by reference to Exhibit 3.(i) to
Occidental's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, File No. 1-9210).
(b) Certificate of Change of Location of Registered Office and of
Registered Agent, dated July 26, 2001 (incorporated by reference to
Exhibit 3.1(i) to Occidental's Registration Statement on Form S-3,
File No. 333-82246).
3.(ii) By-laws of Occidental, as amended through April 30, 1999 (incorporated
by reference to Exhibit 3.(ii) to the Registration Statement on Form
S-8 of Occidental, File No. 333-78031).
5.1 Opinion of Linda S. Peterson, Esq.
23.1 Consent of Linda S. Peterson, Esq. (Included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (Reference is hereby made to page 4).
99.1 Occidental Petroleum Corporation 1995 Incentive Stock Plan, as amended
(incorporated by reference to Exhibit 10.28 to the Annual Report on
Form 10-K of Occidental for the fiscal year ended December 31, 1999,
File No. 1-9210).
2
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
3
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Donald
P. de Brier, Robert E. Sawyer and Linda S. Peterson his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all Amendments (including
Post-Effective Amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, here ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Occidental
Petroleum Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on July 23,
2002.
OCCIDENTAL PETROLEUM CORPORATION
By: /s/ RAY R. IRANI
----------------------------------
Ray R. Irani
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RAY R. IRANI Chairman of the Board of July 23, 2002
- ------------------------------- Directors and Chief Executive
Ray R. Irani Officer
/s/ STEPHEN I. CHAZEN Chief Financial Officer and July 23, 2002
- ------------------------------- Executive Vice President -
Stephen I. Chazen Corporate Development
/s/ SAMUEL P. DOMINICK, JR. Vice President and Controller July 23, 2002
- ------------------------------- (Chief Accounting Officer)
Samuel P. Dominick, Jr.
/s/ RONALD W. BURKLE Director July 23, 2002
- -------------------------------
Ronald W. Burkle
/s/ JOHN S. CHALSTY Director July 23, 2002
- -------------------------------
John S. Chalsty
4
/s/ EDWARD P. DJEREJIAN Director July 23, 2002
- -------------------------------
Edward P. Djerejian
/s/ JOHN E. FEICK Director July 23, 2002
- -------------------------------
John E. Feick
/s/ DALE R. LAURANCE Director July 23, 2002
- -------------------------------
Dale R. Laurance
/s/ IRVIN W. MALONEY Director July 23, 2002
- -------------------------------
Irvin W. Maloney
/s/ RODOLFO SEGOVIA Director July 23, 2002
- -------------------------------
Rodolfo Segovia
/s/ AZIZ SYRIANI Director July 23, 2002
- -------------------------------
Aziz Syriani
/s/ ROSEMARY TOMICH Director July 23, 2002
- -------------------------------
Rosemary Tomich
/s/ WALTER L. WEISMAN Director July 23, 2002
- -------------------------------
Walter L. Weisman
5
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.(i) (a) Restated Certificate of Incorporation of Occidental, dated
November 12, 1999 (incorporated by reference to Exhibit 3.(i) to
Occidental's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, File No. 1-9210).
(b) Certificate of Change of Location of Registered Office and of
Registered Agent, dated July 26, 2001 (incorporated by reference to
Exhibit 3.1(i) to Occidental's Registration Statement on Form S-3,
File No. 333-82246).
3.(ii) By-laws of Occidental, as amended through April 30, 1999 (incorporated
by reference to Exhibit 3.(ii) to the Registration Statement on Form
S-8 of Occidental, File No. 333-78031).
5.1 Opinion of Linda S. Peterson, Esq.
23.1 Consent of Linda S. Peterson, Esq. (Included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (Reference is hereby made to page 4).
99.1 Occidental Petroleum Corporation 1995 Incentive Stock Plan, as amended
(incorporated by reference to Exhibit 10.28 to the Annual Report on
Form 10-K of Occidental for the fiscal year ended December 31, 1999,
File No. 1-9210).
EXHIBIT 5.1
10889 WILSHIRE BOULEVARD
(LOGO) OCCIDENTAL PETROLEUM CORPORATION LOS ANGELES, CALIFORNIA 90024
TELEPHONE (310) 208-8800
FACSIMILE (310) 443-6690
LINDA S. PETERSON
ASSOCIATE GENERAL COUNSEL
Direct Telephone (310) 443-6189
Direct Facsimile (310) 443-6737
E-Mail linda_peterson@oxy.com
July 23, 2002
Occidental Petroleum Corporation
10889 Wilshire Boulevard
Los Angeles, CA 90024
Re: Occidental Petroleum Corporation
Registration Statement on Form S-8
Occidental Petroleum Corporation
1995 Incentive Stock Plan
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Ladies and Gentlemen:
I am an Associate General Counsel of Occidental Petroleum Corporation, a
Delaware corporation ("Occidental"), and have acted as counsel to Occidental in
connection with the preparation of the above-referenced Registration Statement
on Form S-8, submitted by Occidental to the Securities and Exchange Commission
("Commission") on July 23, 2002 (the "Registration Statement"). The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended (the "1933 Act"), of 5,000,000 shares (the "Shares") of Common Stock,
par value $.20 per share, of Occidental. The Shares are to be issued in
accordance with the Occidental Petroleum Corporation 1995 Incentive Stock Plan,
as amended (the "Plan").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
such records of Occidental and all such agreements, certificates of public
officials, certificates of officers or other representatives of Occidental and
others and such other documents, certificates and records as I have deemed
necessary or appropriate as a basis for the opinions set forth herein,
including, without limitation, (i) the Registration Statement (together with the
form of prospectus forming a part thereof), (ii) the Restated Certificate of
Incorporation and By-laws of Occidental, as amended to date, (iii) copies of
certain resolutions adopted by the Board of Directors of Occidental, relating to
the adoption of the Plan, the filing of the Registration Statement and any
amendments or supplements thereto, and the issuance of the Shares and related
matters, (iv) copies of the action adopted at the Annual Meeting of Stockholders
approving the amendment of the Plan to, among other things, increase the number
of shares available for issuance, and (v) the Plan. In my examination, I have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified,
conformed or photostatic copies and the authenticity of the originals of such
copies. As to any facts material to the opinions expressed herein which I have
not independently established or verified, I have relied upon statements and
representations of officers and other representatives of Occidental and others.
Occidental Petroleum Corporation
July 23, 2002
Page 2
I am a member of the California and New York Bars and for purposes of this
opinion do not hold myself out as an expert on, nor do I express any opinion as
to, the laws of any jurisdiction other than the General Corporation Law of the
State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized and, when issued and paid for in accordance
with the Plan, will be validly issued, fully paid and nonassessable.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the 1933 Act and is furnished to you solely
for your benefit in connection with the filing of the Registration Statement and
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent. I hereby consent to the filing of this
opinion with the Commission as Exhibit 5 to the Registration Statement. I also
consent to the reference to me under the heading "Legal Matters" in the
Registration Statement. In giving this consent, I do not thereby admit that I am
included in the category of persons whose consent is required under Section 7 of
the 1933 Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ LINDA S. PETERSON
Linda S. Peterson
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors, Occidental Petroleum Corporation
We consent to the incorporation by reference in the registration statement
on Form S-8 of Occidental Petroleum Corporation of our report dated June 25,
2002, with respect to the consolidated balance sheets of Occidental Petroleum
Corporation and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of operations, stockholders' equity, comprehensive
income, and cash flows for each of the years in the three-year period ended
December 31, 2001 and the related financial statement schedule, which report
appears in the Form 10-K/A dated July 19, 2002 of Occidental Petroleum
Corporation and subsidiaries.
/s/ KPMG LLP
Los Angeles, California
July 19, 2002
