<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 1995
REGISTRATION NO. 33-63991
================================================================================
SECURITIES AND EXCHANGE COMMISSION
---------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
OCCIDENTAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-4035997
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 208-8800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DONALD P. DE BRIER, ESQ.
GENERAL COUNSEL
OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 443-6176
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPY TO:
PETER G. SMITH, ESQ.
DONOVAN LEISURE NEWTON & IRVINE
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
(212) 632-3000
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. /X/
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX
AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. / /
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
---------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(2)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.20 par value
per share (including
Preferred Stock Purchase
Rights)..................... 2,270,290 shares $21.4375 $48,669,342 $16,783
=================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with
Rule 457(c) based upon the average of the high and low sales prices on November 1, 1995.
(2) Previously paid.
</TABLE>
---------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
================================================================================
<PAGE> 2
SUBJECT TO COMPLETION, DATED NOVEMBER 14, 1995
PROSPECTUS
2,270,290 SHARES
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
COMMON STOCK
($.20 Par Value)
The 2,270,290 shares of the Common Stock, par value $.20 per share (the
"Common Stock"), of Occidental Petroleum Corporation ("Occidental") offered
hereby are offered for the accounts of the William Herbert Hunt Trust Estate and
the Nelson Bunker Hunt Trust Estate (together, the "Selling Stockholders").
Occidental will not receive any proceeds of the sale of such shares of the
Common Stock.
The Common Stock is listed and principally traded on the New York and
Pacific stock exchanges (symbol: OXY). On November 13, 1995, the closing sale
price of the Common Stock on the New York Stock Exchange was $22 1/8 per
share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Common Stock may be offered from time to time in one or more
transactions (including block transactions) on the New York Stock Exchange, in
sales occurring in the public market off such Exchange, in separately negotiated
transactions or in a combination of such transactions, at market prices
prevailing at the time of sale or at negotiated prices.
THE DATE OF THIS PROSPECTUS IS NOVEMBER , 1995.
<PAGE> 3
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE HEREIN MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY OCCIDENTAL OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS, NOR DOES IT
CONSTITUTE AN OFFER OR SOLICITATION BY ANY PERSON IN ANY JURISDICTION IN WHICH
IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
---------------------
AVAILABLE INFORMATION
Occidental is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission by Occidental can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
should also be available for inspection and copying at the regional offices of
the Commission at 7 World Trade Center, 13th Floor, New York, New York 10048 and
Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such materials can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York and the Pacific Stock Exchange, 115 Sansome Street, Suite 1104,
San Francisco, California.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by Occidental with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all of the information
set forth in the Registration Statement, and reference is hereby made to the
Registration Statement for further information with respect to Occidental and
the Common Stock offered hereby. Statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission are necessarily summaries of such
provisions, and each such statement is qualified in its entirety by reference to
the copy of the applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates by reference documents which are not presented
herein or delivered herewith. Occidental will furnish without charge to each
person, including any beneficial owner, to whom this Prospectus is delivered,
upon written or oral request of such person, a copy of any documents
incorporated by reference herein, except for exhibits to such documents (unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Occidental Petroleum Corporation, 10889 Wilshire
Boulevard, Los Angeles, California 90024, Attention: Fred J. Gruberth, Vice
President and Treasurer (telephone (310) 208-8800).
2
<PAGE> 4
The following documents, which have been filed by Occidental with the
Commission, are hereby incorporated by reference in this Prospectus:
(i) Annual Report on Form 10-K for the fiscal year ended December 31, 1994;
(ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 1995, June 30, 1995 and September 30, 1995;
(iii) Current Reports on Form 8-K, dated January 25, 1995, April 20, 1995,
June 27, 1995, July 20, 1995, August 18, 1995, October 18, 1995 and October 25,
1995; and
(iv) 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 18, 1994, and Form 8-B/A, dated
November 1, 1995).
All documents filed by Occidental pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing 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 Prospectus 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 Prospectus.
3
<PAGE> 5
OCCIDENTAL PETROLEUM CORPORATION
Occidental explores for, develops, produces and markets crude oil and
natural gas; engages in interstate and intrastate natural gas transmission and
marketing; and manufactures and markets a variety of basic chemicals,
petrochemicals and polymers and plastics. Occidental conducts its principal
operations through three subsidiaries: Occidental Oil and Gas Corporation,
MidCon Corp. and Occidental Chemical Corporation. Occidental's principal
executive offices are located at 10889 Wilshire Boulevard, Los Angeles,
California 90024 (telephone (310) 208-8800).
THE ACQUISITION
On December 29, 1994, pursuant to an Exchange Agreement, dated as of
November 22, 1994 (the "Exchange Agreement"), among Occidental, Placid Oil
Company ("Placid"), the Selling Stockholders and the Lamar Hunt Trust Estate
(the "LHTE"), Occidental acquired (the "Acquisition") from the Selling
Stockholders and the LHTE all of the outstanding shares of the capital stock of
Placid in exchange for Occidental stock valued at approximately $250 million,
consisting of approximately $175 million in $3.875 Cumulative Convertible Voting
Preferred Stock, par value $1.00 per share (the "Preferred Stock"), and the
balance in shares of Common Stock, including the shares offered hereby.
In a Registration Rights Agreement, dated as of December 29, 1994 (the
"Registration Rights Agreement"), between Occidental and the Selling
Stockholders and the LHTE, Occidental agreed, among other things, to register
under the Securities Act the shares of Common Stock issued to the Selling
Stockholders and the LHTE in connection with the Acquisition.
USE OF PROCEEDS
The Selling Stockholders will receive all of the net proceeds from the sale
of the shares of Common Stock offered hereby. Occidental will not receive any of
the proceeds from the sale of such shares.
SELLING STOCKHOLDERS
This Prospectus relates to the periodic offers and sales by the Selling
Stockholders of 2,270,290 shares of the Common Stock.
The number of shares of Common Stock (i) owned prior to this offering, (ii)
offered hereby, and (iii) which will be owned upon consummation of this offering
(assuming all shares offered hereby are sold) by each Selling Stockholder are as
set forth below:
<TABLE>
<CAPTION>
SHARES OWNED SHARES SHARES OWNED UPON
PRIOR TO OFFERED CONSUMMATION OF
OFFERING HEREBY OFFERING
------------ --------- -----------------
<S> <C> <C> <C>
Nelson Bunker Hunt Trust Estate(1)................ 1,245,218 1,000,000 245,218
William Herbert Hunt Trust Estate(2).............. 1,270,290 1,270,290 0
--------- --------- ---------
Total................................... 2,515,508 2,270,290 245,218
========= ========= =========
</TABLE>
Except for the ownership interest of the Selling Stockholders in such
2,515,508 shares of the Common Stock and in 2,315,036 shares of the Preferred
Stock, and the contractual relationships provided in the Registration Rights
Agreement and the Exchange Agreement, the Selling Stockholders do not have any
relationship with Occidental.
- ---------------
(1) Excludes 1,120,732 shares of the Preferred Stock owned beneficially by the
Nelson Bunker Hunt Trust Estate as of October 31, 1995, which stock is
convertible into 2,462,065 shares of Common Stock.
(2) Excludes 1,194,304 shares of the Preferred Stock owned beneficially by the
William Herbert Hunt Trust Estate as of October 31, 1995, which stock is
convertible into 2,623,690 shares of Common Stock.
4
<PAGE> 6
PLAN OF DISTRIBUTION
Occidental will not receive any proceeds from the sale of the shares
offered hereby. The Selling Stockholders have advised Occidental that such
shares may be sold by the Selling Stockholders in one or more transactions
(which may involve one or more block transactions) on the New York Stock
Exchange, in sales occurring in the public market off such Exchange, in
separately negotiated transactions, or in a combination of such transactions;
that each sale may be made either at market prices prevailing at the time of
such sale or at negotiated prices; that some or all of such shares may be sold
through brokers acting on behalf of the Selling Stockholders or to dealers for
resale by such dealers; and that in connection with such sales such brokers and
dealers may receive compensation in the form of discounts or commissions from
the Selling Stockholders and may receive commissions from the purchasers of such
shares for whom they act as broker or agent (which discounts and commissions are
not anticipated to exceed those customary in the types of transactions
involved). Any broker or dealer participating in any such sale may be deemed to
be an "underwriter" within the meaning of the Securities Act and will be
required to deliver a copy of this Prospectus to any person who purchases any of
such shares from or through such broker or dealer. Any discounts or commissions
received by any such underwriter, dealer or broker may be deemed to be
underwriting discounts or commissions under the Securities Act.
In the Registration Rights Agreement, Occidental and the Selling
Stockholders have agreed that, generally, all fees and expenses, other than
underwriting discounts and selling commissions, incurred in connection with the
distribution of the shares offered hereby, will be borne by Occidental. In
addition, Occidental has agreed to indemnify the Selling Stockholders, each such
underwriter, if any, and certain other persons against certain liabilities,
including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
Occidental by Robert E. Sawyer, Esq., Associate General Counsel of Occidental.
Mr. Sawyer beneficially owns, and has rights to acquire under employee stock
options, an aggregate of less than 1% of the outstanding Common Stock.
EXPERTS
The financial statements and financial statement schedule incorporated by
reference in this Prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports. Reference is made to said
reports, which include an explanatory paragraph with respect to the adoption by
Occidental, effective January 1, 1992, of Statement of Financial Accounting
Standards No. 106 and No. 109, as discussed in Note 4 to the consolidated
financial statements of Occidental.
5
<PAGE> 7
(LOGO)
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
The expenses in connection with this offering to be borne by Occidental
are:
<TABLE>
<S> <C>
Registration fee................................................. $ 16,783
Printing fees and expenses....................................... 45,000
Accounting fees and expenses..................................... 35,000
Legal fees and expenses.......................................... 30,000
Blue sky fees and expenses....................................... 5,000
Fees of Transfer Agent and Registrar............................. 500
Miscellaneous.................................................... 42,717
--------
Total.................................................. $175,000
========
- ---------------
* All amounts are estimated except for the registration fee.
</TABLE>
ITEM 15. 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
also 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.
The Registration Rights Agreement, dated as of December 29, 1994, between
Occidental and the Selling Stockholders and the Lamar Hunt Trust Estate provides
for indemnification of directors and officers of Occidental by the Selling
Stockholders against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
II-1
<PAGE> 9
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
4.1 -- Restated Certificate of Incorporation of Occidental, together with all certificates
amendatory thereof filed with the Secretary of State of Delaware through December 23,
1994 (incorporated by reference to Exhibit 3.(i) to Occidental's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994).
4.2 -- By-laws of Occidental, as amended through December 15, 1994 (incorporated by
reference to Exhibit 3.(ii) to Occidental's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994).
4.4 -- Rights Agreement, dated as of October 17, 1986, between Occidental and The Chase
Manhattan Bank (National Association), as the initial Rights Agent thereunder
(subsequently replaced by Chemical Bank, as successor Rights Agent), together with
the form of Rights certificate (incorporated by reference to Exhibit 4.1 to
Occidental's Current Report on Form 8-K dated October 17, 1987).
5 -- Opinion of Robert E. Sawyer, Esq., Associate General Counsel of Occidental.*
23.1 -- Consent of Robert E. Sawyer, Esq. (included in Exhibit 5).*
23.2 -- Consent of Arthur Andersen LLP.
24 -- Power of Attorney.*
- ---------------
*Previously filed.
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) 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, unless such information required to be included in such
post-effective amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), that are incorporated by
reference in this Registration Statement;
(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, unless such information is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this 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 a 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, 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.
II-2
<PAGE> 10
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-3
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on November
14, 1995.
OCCIDENTAL PETROLEUM CORPORATION
By R. R. IRANI*
----------------------------------
Ray R. Irani
Chairman of the Board of Directors,
President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Amendment to
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C> <C>
R. R. IRANI* Chairman of the Board
- -------------------------------------------- of Directors, President
Ray R. Irani and Chief Executive
Officer
A. R. LEACH* Executive Vice
- -------------------------------------------- President and Chief
Anthony R. Leach Financial Officer
S. P. DOMINICK* Vice President and
- -------------------------------------------- Controller (Chief
Samuel P. Dominick, Jr. Accounting Officer)
Director
- --------------------------------------------
Albert Gore
ARTHUR GROMAN* Director
- --------------------------------------------
Arthur Groman
J. ROGER HIRL* Director
- --------------------------------------------
J. Roger Hirl
JOHN W. KLUGE* Director
- --------------------------------------------
John W. Kluge
</TABLE>
II-4
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C> <C>
DALE R. LAURANCE* Director
- --------------------------------------------
Dale R. Laurance
Director
- --------------------------------------------
Irvin W. Maloney
GEORGE O. NOLLEY* Director
- --------------------------------------------
George O. Nolley
JOHN F. RIORDAN* Director
- --------------------------------------------
John F. Riordan
Director
- --------------------------------------------
Rodolfo Segovia
AZIZ D. SYRIANI* Director
- --------------------------------------------
Aziz D. Syriani
ROSEMARY TOMICH* Director
- --------------------------------------------
Rosemary Tomich
*By DONALD P. DE BRIER November 14, 1995
- --------------------------------------------
Donald P. de Brier
Attorney-In-Fact
</TABLE>
II-5
<PAGE> 13
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of Occidental, together with all
certificates amendatory thereof filed with the Secretary of State of Delaware
through December 23, 1994 (incorporated by reference to Exhibit 3.(i) to
Occidental's Annual Report on Form 10-K for the fiscal year ended December 31,
1994).
4.2 By-laws of Occidental, as amended through December 15, 1994 (incorporated by
reference to Exhibit 3.(ii) to Occidental's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994).
4.4 Rights Agreement, dated as of October 17, 1986, between Occidental and The Chase
Manhattan Bank (National Association), as the initial Rights Agent thereunder
(subsequently replaced by Chemical Bank, as successor Rights Agent), together with
the form of Rights certificate (incorporated by reference to Exhibit 4.1 to
Occidental's Current Report on Form 8-K dated October 17, 1987).
5 Opinion of Robert E. Sawyer, Esq., Associate General Counsel of Occidental.*
23.1 Consent of Robert E. Sawyer, Esq. (included in Exhibit 5).*
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney.*
- ---------------
*Previously filed.
</TABLE>
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated February 3,
1995 incorporated by reference or included in Occidental Petroleum Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
ARTHUR ANDERSEN LLP
Los Angeles, California
November 13, 1995
