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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 6, 2005
OCCIDENTAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9210 95-4035997
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(Address of principal executive offices) (ZIP code)
Registrant's telephone number, including area code:
(310) 208-8800
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Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02(b)(c). Departure of Directors of Principal Officers; Election of
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Directors; Appointment of Principal Officers
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On May 6, 2005, Samuel Dominick, 65, retired as Occidental Petroleum
Corporation's Vice President and Controller, a position he held for the last 14
years. Mr. Dominick has held various positions at Occidental since 1966 in the
areas of accounting, finance, line management, internal audit and financial
reporting.
On May 6, 2005, Occidental issued a press release reporting that Jim A.
Leonard, 55, had been appointed its Vice President and Controller effective
immediately. Most recently, Mr. Leonard was Senior Assistant Controller of
Occidental and Senior Vice President--Finance of Occidental Oil and Gas
Corporation, positions he held since December 2000. From March 1999 to December
2000, Mr. Leonard was the Vice President--Finance of Occidental Oil and Gas
Corporation. From 1990 to 1999, Mr. Leonard was the Vice President--Finance of
Occidental Oil and Gas Corporation for various international operations,
including Qatar, Moscow, Colombia and the United Kingdom. From 1978 to 1990, Mr.
Leonard held various other financial positions at Occidental's chemical and oil
and gas subsidiaries. A copy of the related press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
SECTION 8 - OTHER EVENTS
Item 8.01. Other Events
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Sale of Lyondell Shares
On May 9, 2005, Occidental announced that it sold 11 million shares of
common stock of Lyondell Chemical Company (LYO) for gross proceeds of
approximately $300 million. Occidental's Chairman, President and Chief Executive
Officer, Dr. Ray R. Irani, and Senior Executive Vice President and Chief
Financial Officer, Stephen I. Chazen, will remain members of Lyondell's board of
directors. A copy of the related press release is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
Resolution of Certain IRS Tax Issues
On May 10, 2005, Occidental announced that it has entered into a closing
agreement with the U.S. Internal Revenue Service (IRS) resolving certain foreign
tax credit issues as part of the IRS audit of tax years 1997-2000. A copy of the
related press release is attached hereto as Exhibit 99.3 and is incorporated
herein by reference.
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OCCIDENTAL PETROLEUM CORPORATION
(Registrant)
DATE: May 11, 2005 Jim A. Leonard
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Jim A. Leonard, Vice President and Controller
(Principal Accounting and Duly Authorized Officer)
EXHIBIT INDEX
99.1 Press release dated May 6, 2005
99.2 Press release dated May 9, 2005
99.3 Press release dated May 10, 2005
EXHIBIT 99.1
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[OXY LOGO] NEWS RELEASE OCCIDENTAL PETROLEUM CORPORATION
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10889 Wilshire Boulevard, Los Angeles, California 90024 (310) 208-8800
For Immediate Release: May 6, 2005
LEONARD NAMED VICE PRESIDENT AND CONTROLLER OF OCCIDENTAL
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LOS ANGELES -- Occidental Petroleum Corporation (NYSE: OXY) announced today
that its board of directors has elected Jim A. Leonard as Vice President and
Controller. Leonard will have responsibility for Occidental's external financial
reporting and technical accounting and consolidation functions, and will direct
accounting support for all Occidental business units.
Leonard, 55, joined Occidental in 1978 and has served in positions of
increasing responsibility, most recently as Senior Assistant Controller for
Occidental Petroleum Corporation and Senior Vice President Finance for
Occidental's oil and gas division.
Leonard is a Certified Public Accountant and Certified Management
Accountant and holds a bachelor's degree in accounting and a master's degree in
finance from California State University, Los Angeles.
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Contacts: Lawrence P. Meriage (media)
310-443-6562
Kenneth J. Huffman (investors)
212-603-8183
On the web: www.oxy.com
EXHIBIT 99.2
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[OXY LOGO] NEWS RELEASE OCCIDENTAL PETROLEUM CORPORATION
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10889 Wilshire Boulevard, Los Angeles, California 90024 (310) 208-8800
For Immediate Release: May 9, 2005
Occidental Sells 11 Million Shares of Lyondell Chemical Company
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LOS ANGELES -- Occidental Petroleum Corporation (NYSE: OXY) announced today
that it has sold 11 million shares of Lyondell Chemical Company (LYO) for gross
proceeds of approximately $300 million. This will result in a second quarter
2005 net income gain of approximately $90 million, or $.22 per share, and net
after tax cash proceeds of approximately $244 million.
Occidental has no current plans to sell its remaining Lyondell shares.
Occidental still owns 30.3 million Lyondell shares and warrants to purchase an
additional 5 million shares.
Occidental's Chairman, President and Chief Executive Officer, Dr. Ray R.
Irani, and Senior Executive Vice President and Chief Financial Officer, Stephen
I. Chazen, will remain members of Lyondell's board of directors.
Statements in this presentation that contain words such as "will," "expect"
or "estimate," or otherwise relate to the future, are forward-looking and
involve risks and uncertainties that could significantly affect expected
results. Factors that could cause results to differ materially include, but are
not limited to: future tax rates; exploration risks such as drilling of
unsuccessful wells; global commodity pricing fluctuations and supply/demand
considerations for oil, gas and chemicals; higher-than-expected costs; political
risk; and not successfully completing (or any material delay in) any expansion,
capital expenditure, acquisition, or disposition. Occidental disclaims any
obligation to update any forward-looking statements.
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Contacts: Lawrence P. Meriage (media)
310-443-6562
Kenneth J. Huffman (investors)
212-603-8183
On the Web: www.oxy.com
EXHIBIT 99.3
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[OXY LOGO] NEWS RELEASE OCCIDENTAL PETROLEUM CORPORATION
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10889 Wilshire Boulevard, Los Angeles, California 90024 (310) 208-8800
For Immediate Release: May 10, 2005
Occidental Announces Resolution of Certain IRS Tax Issues
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LOS ANGELES -- Occidental Petroleum Corporation (NYSE: OXY) announced today
that it has entered into a closing agreement with the U.S. Internal Revenue
Service (IRS) resolving certain foreign tax credit issues as part of the IRS
audit of tax years 1997-2000. As a result, Occidental's second quarter 2005
earnings will reflect an increase in income attributable to a tax benefit of
approximately $600 million, or approximately $1.50 per share, for the reversal
of tax reserves that were previously established for those foreign tax credit
issues. This resolution will not have a significant cash effect. While this
resolution concludes the audit for taxable year 1997, taxable years 1998 through
2003 continue to be in various stages of audit by the IRS.
Statements in this presentation that contain words such as "will," "expect"
or "estimate," or otherwise relate to the future, are forward-looking and
involve risks and uncertainties that could significantly affect expected
results. Factors that could cause results to differ materially include, but are
not limited to: future tax rates; exploration risks such as drilling of
unsuccessful wells; global commodity pricing fluctuations and supply/demand
considerations for oil, gas and chemicals; higher-than-expected costs; political
risk; and not successfully completing (or any material delay in) any expansion,
capital expenditure, acquisition, or disposition. Occidental disclaims any
obligation to update any forward-looking statements.
-0-
Contacts: Lawrence P. Meriage (media)
310-443-6562
Kenneth J. Huffman (investors)
212-603-8183
On the Web: www.oxy.com