SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
CANADIAN OCCIDENTAL PETROLEUM LTD.
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(Name of Issuer)
Common Shares, par value $1.00 per share
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(Title of Class of Securities)
136 420 106
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(CUSIP Number)
Donald P. de Brier, Esq.
Occidental Petroleum Corporation
10889 Wilshire Boulevard
Los Angeles, California 90024
(310) 208-8800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 18, 2000
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the following box
[ ]
<PAGE>
CUSIP No. 136 420 106 Page 2 of 17
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1. NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Occidental Petroleum Corporation
95-4035997
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED VOTING POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 136 420 106 Page 3 of 17
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1. NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Occidental Petroleum Investment Co.
95-2584267
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED VOTING POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 136 420 106 Page 4 of 17
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1. NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Occidental Oil and Gas Holding Corporation (formerly Occidental
Oil and Gas Corporation)
95-2864974
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED VOTING POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 136 420 106 Page 5 of 17
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1. NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
OXY USA Inc.
73-1166880
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED VOTING POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 136 420 106 Page 6 of 17
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Occidental Chemical Holding Corporation
95-2865897
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED VOTING POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 136 420 106 Page 7 of 17
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1. NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Oxy Chemical Corporation
95-2813195
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED VOTING POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 136 420 106 Page 8 of 17
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1. NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Oxy CH Corporation
95-3992422
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED VOTING POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 136 420 106 Page 9 of 17
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1. NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Occidental Chemical Corporation
16-0484732
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED VOTING POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 136 420 106 Page 10 of 17
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1. NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Occidental Chemical Investment (Canada) 1, Inc.
95-4628624
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED VOTING POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 136 420 106 Page 11 of 17
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1. NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Occidental Chemical Investment (Canada) 2, Inc.
95-4628625
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED VOTING POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
EXPLANATORY NOTE:
This Amendment No. 4 to Schedule 13D ("Amendment No. 3") amends the
Statement on Schedule 13D (the "Schedule 13D") originally filed on February 28,
1992, by Occidental Petroleum Corporation ("Occidental"), Occidental Petroleum
Investment Co., Occidental Chemical Holding Corporation, Oxy Chemical
Corporation, Oxy CH Corporation, Occidental Chemical Corporation, Occidental Oil
and Gas Holding Corporation (formerly Occidental Oil and Gas Corporation) and
OXY USA Inc.(successor to OXY Oil and Gas USA Inc.), as amended and supplemented
by Amendment No. 1 to Schedule 13D filed on March 10, 1992, Amendment No. 2 to
Schedule 13D filed on July 27, 1999, and Amendment No. 3 to Schedule 13D filed
on March 1, 2000, with respect to the common shares ("CanadianOxy Shares") of
Canadian Occidental Petroleum Ltd. ("CanadianOxy") owned by them.
4. Purpose of Transaction
On April 18, 2000, pursuant to an Acquisition Agreement dated March 1, 2000
(the "Acquisition Agreement") among Occidental, CanadianOxy and Ontario
Teachers' Pension Plan Board, an Ontario corporation ("Ontario Teachers"),
Occidental caused (a) OCIC1 and OCIC2 to sell an aggregate of 20,000,000
CanadianOxy shares to CanadianOxy and (b) OCIC1 and OCIC2 to sell 20,223,620
CanadianOxy Shares to Ontario Teachers. As a result of the transactions with
CanadianOxy and Teachers, Occidental and its affiliates no longer have any
beneficial interest in shares of CanadianOxy.
7. Material to Be Filed as Exhibits
Exhibit 1 - Agreement Pursuant to Rule 13d-1(f)(1)(iii).*
Exhibit 2 - Underwriting Agreement, dated February 19, 1992, among
Occidental, OCC, Oxy CC, CanadianOxy and the
Underwriters.*
Exhibit 3 - Amalgamation Agreement, dated as of February 18, 1992,
among CanadianOxy, Subco (a wholly owned subsidiary of
CanadianOxy), HPCL and OCL.*
Exhibit 4 - Agreement pursuant to Rule 13d-1(f)(1)(iii).*
Exhibit 5 - Instalment Receipt and Pledge Agreement, dated March 10,
1992, by and among Occidental, Oxy CC, CanadianOxy, the
Underwriters, Royal Trust Company, as Custodian, and a
wholly owned subsidiary of the Custodian.*
Exhibit 6 - Agreement Pursuant to Rule 13d-1(k)*
Exhibit 7 - Transfer Agreement, dated April 11, 1997, between OCIC1
and Occidental*
Exhibit 8 - Transfer Agreement, dated April 11, 1997, between OCIC1
and OCC*
Exhibit 9 - Transfer Agreement, dated April 11, 1997, between OCIC1
and OXY USA*
Exhibit 10 - Transfer Agreement, dated April 11, 1997, between OCIC2
and Oxy CH*
Page 12 of 17
<PAGE>
Exhibit 11 - Agreement pursuant to Rule 13d-1(k)
Exhibit 12 - Acquisition Agreement, dated March 1, 2000, among
CanadianOxy, Occidental, and Ontario Teachers*
------------------
* Previously filed.
Page 13 of 17
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 19, 2000 OCCIDENTAL PETROLEUM CORPORATION
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Treasurer
OCCIDENTAL PETROLEUM INVESTMENT CO.
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Assistant Treasurer
OCCIDENTAL CHEMICAL HOLDING CORPORATION
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Assistant
Treasurer
OXY CHEMICAL CORPORATION
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Treasurer
OXY CH CORPORATION
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Treasurer
OCCIDENTAL CHEMICAL CORPORATION
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Treasurer
Page 14 of 17
<PAGE>
OCCIDENTAL OIL AND GAS HOLDING
CORPORATION
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Treasurer
OXY USA INC.
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Treasurer
OCCIDENTAL CHEMICAL INVESTMENT (CANADA)
1, INC.
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Assistant Treasurer
OCCIDENTAL CHEMICAL INVESTMENT (CANADA)
2, INC.
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Assistant Treasurer
Page 15 of 17
EXHIBIT 11
AGREEMENT
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned agree that the Amendment No. 4 to Statement on
Schedule 13D to which this Agreement is attached as Exhibit 11 is filed on
behalf of each of us. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
Dated: April 19, 2000
OCCIDENTAL PETROLEUM CORPORATION
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Treasurer
OCCIDENTAL PETROLEUM INVESTMENT CO.
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Assistant Treasurer
OCCIDENTAL CHEMICAL HOLDING CORPORATION
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Assistant
Treasurer
OXY CHEMICAL CORPORATION
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Treasurer
OXY CH CORPORATION
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Treasurer
Page 16 of 17
<PAGE>
OCCIDENTAL CHEMICAL CORPORATION
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Treasurer
OCCIDENTAL OIL AND GAS HOLDING
CORPORATION
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Treasurer
OXY USA INC.
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Vice President and Treasurer
OCCIDENTAL CHEMICAL INVESTMENT (CANADA)
1, INC.
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Assistant Treasurer
OCCIDENTAL CHEMICAL INVESTMENT (CANADA)
2, INC.
By: J. R. Havert
-------------------------------------
Name: J. R. Havert
Title: Assistant Treasurer
Page 17 of 17
