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 transactions 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:
_____________________________________________________________
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OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(LOGO)
DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
PRESIDENT
AND
CHIEF EXECUTIVE OFFICER
March 13, 1995
Dear Stockholder:
On behalf of our Board of Directors, I cordially invite you
to attend Occidental's 1995 Annual Meeting of Stockholders at
10:30 A.M. on Friday, April 28, 1995, at the Santa Monica Civic
Auditorium, 1855 Main Street, Santa Monica, California.
Our business will include electing four directors, all of
whom are present Occidental directors, ratifying the selection of
independent public accountants and approving the adoption of the
Occidental Petroleum Corporation 1995 Incentive 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,
R R Irani
<PAGE>
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 1995
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 28, 1995, at 10:30 A.M. for the following purposes,
all as set forth in the attached Proxy Statement:
1. To elect four directors to serve for three-year
terms expiring at the annual meeting in 1998 and until their
successors are elected and qualified. 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 1995.
3. To consider and take action on the proposal to
approve the Occidental Petroleum Corporation 1995 Incentive Stock
Plan.
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 six stockholder proposals that may be
presented at the meeting and that are described in the attached
Proxy Statement.
Only stockholders of record on the books of Occidental at
the close of business on March 9, 1995, 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,
Donald P. de Brier
Los Angeles, California Donald P. de Brier
March 13, 1995 Secretary
<PAGE>
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
_______________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 28, 1995
________________
GENERAL INFORMATION
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 28, 1995, 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 13, 1995.
At the Meeting, stockholders of Occidental will vote upon:
(1) the election of four directors; (2) the ratification of the
selection of independent public accountants for 1995; (3) the
approval of the Occidental Petroleum Corporation 1995 Incentive
Stock Plan (the "Incentive 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 six stockholder
proposals that may be presented at the Meeting and that are
described herein.
VOTING RIGHTS AND VOTES REQUIRED
The close of business on March 9, 1995, 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 317,339,166 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 four 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.
<PAGE>
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 Incentive Plan and any stockholder proposal duly
presented at the Meeting. In determining whether a proposal,
other than the proposal to adopt the Incentive Plan, 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 Incentive 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,
FOR the adoption of the Incentive Plan and AGAINST each of the
stockholder proposals described herein.
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 election 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.
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<PAGE>
ELECTION OF DIRECTORS
The directors of Occidental are divided into three classes,
with one third of the directors standing for election each year.
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 terms
of four directors will expire at the Meeting, the terms of four
directors will expire at the 1996 annual meeting, and the terms
of four directors will expire at the 1997 annual meeting. All of
the directors whose terms expire at the Meeting previously were
elected by the stockholders except for Mr. Maloney, who was
appointed to the Board of Directors in December 1994 to fill the
vacancy left by the death of Mr. Arthur B. Krim.
The four persons designated by the Board of Directors as
nominees for election as directors at the Meeting are Dr. Ray R.
Irani, Dr. Dale R. Laurance and Messrs. Irvin W. Maloney and Aziz
D. Syriani.
It is intended that proxies received will be voted for the
election as directors of the four nominees, to serve for
three-year terms 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 four nominees for election at the Meeting
and for each of the other eight directors whose terms will
continue after the Meeting.
NOMINEES
(PHOTOGRAPH OF DR. RAY R. IRANI)
DR. RAY R. IRANI, 60 Director since 1984
Chairman of the Board, President and Chief
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 Op-
erating 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., a company in which Occidental has a 30 percent equity in-
vestment, since 1986. From 1973 until he joined Occidental, Dr.
Irani held various positions with Olin Corporation and ultimate-
ly served as President and Chief Operating Officer of Olin Corp-
oration 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, Bank Audi 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 California Chamber of
Commerce. 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.
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<PAGE>
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.
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 DR. DALE R. LAURANCE)
DR. DALE R. LAURANCE, 49 Director since 1990
Executive Vice President and
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., 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, 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, 64 Director since 1994
President and Chief Executive Officer
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 a member of the executive board
of the City of Hope and is on the board of directors of the City
of Hope Medical Center. He also is affiliated with the Center
for Corporate Innovation.
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<PAGE>
(PHOTOGRAPH OF AZIZ D. SYRIANI)
AZIZ D. SYRIANI, 53 Director since 1983
President and Chief
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.
CONTINUING DIRECTORS
(PHOTOGRAPH OF SENATOR ALBERT GORE, SR.)
SENATOR ALBERT GORE, Sr., 87 Director since 1972
Former Executive Vice President Term expires 1996
of Occidental; Former United States Senator.
A former United States Senator from Tennessee, Senator Gore
was a United States Congressman from 1939 to 1953, was a Senator
from 1953 to 1971 and was in the private practice of law
in Washington, D.C. from that time until he was elected an Exec-
utive Vice President of Occidental and Chairman of the Board of
Occidental's subsidiary Island Creek Coal Company in September
1972, positions he held until August 1983. In the United States
Senate, he was active in the fields of energy, including nuclear
and coal, taxation, foreign relations and international trade.
He was 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. He served as a delegate to the United Nations during
President Kennedy's administration and negotiated an agreement on
outer space between the United States and the former Soviet
Union. 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. 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 and other commercial ventures.
(PHOTOGRAPH OF ARTHUR GROMAN)
ARTHUR GROMAN, 80 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, a
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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<PAGE>
(PHOTOGRAPH OF J. ROGER HIRL)
J. ROGER HIRL, 63 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 Execu-
tive 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 Vice 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, the Texas Research League, the Greater Dallas Chamber of
Commerce, Circle Ten Council of the Boy Scouts of America and The
Science Place, Dallas.
(PHOTOGRAPH OF JOHN W. KLUGE)
JOHN W. KLUGE, 80 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 Orion Pictures Corporation,
The Bear Stearns Companies Inc., LDDS Communications, 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 GOERGE O. NOLLEY)
GEORGE O. NOLLEY, 79 Director since 1983
Ranching and Investments. Term expires 1996
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, 59 Director since 1991
Executive Vice President of Occidental; Term expires 1996
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
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<PAGE>
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 serves on the boards of the
American Gas Association, the Interstate Natural Gas Association
of America, the Natural Gas Council and the Gas Research
Institute. 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 RODOLFO SEGOVIA)
RODOLFO SEGOVIA, 58 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, poly-
vinyl 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 and
member of the Executive Committee 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 Order
of Merit of the French Republic.
Committee: Environmental, Health and Safety.
(PHOTOGRAPH OF ROSEMARY TOMICH)
ROSEMARY TOMICH, 57 Director since 1980
Owner, Hope Cattle Company and A. S. Tomich Term expires 1996
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 mem-
ber of the President's Corporate Cabinet of the California Poly-
technic State University San Luis Obispo.
Committees: Executive; Audit; Compensation; Environmental,
Health and Safety (Chairperson); Investment.
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 no meetings during 1994 and acted in
no instances 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.
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<PAGE>
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 1994.
The Compensation Committee, consisting of Mr. Nolley, as
Chairman, 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
1994. The Compensation Committee's report on executive
compensation begins at page 16.
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 three meetings in 1994.
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 Environ
mental, Health and Safety Committee held six meetings in 1994.
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 held four meetings in
1994 as required pursuant to the settlement of prior litigation.
The Board of Directors held six regular meetings during
1994. 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.
Nonemployee directors are paid a monthly retainer at the an
nual rate of $25,000, plus $600 for each meeting of the Board of
Directors or of its committees they attend. During 1994, certain
directors also were compensated on a similar basis for service as
directors of the Occidental Petroleum Charitable Foundation, Inc.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, the current members of the Compensation
Committee are Mr. Nolley and Miss Tomich. Neither 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 1994.
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 1994, Occidental and such
subsidiaries paid the firm approximately $1,574,975 for legal
services and
8
<PAGE>
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.
CERTAIN LEGAL PROCEEDINGS
In 1991, a purported class action (the "Zucker action") was
filed against Occidental in the U.S. District Court for the
Central District of California, following Occidental's
announcement of an extensive restructuring program. The Zucker
action, which also names Dr. Irani and a press spokesman as
defendants, alleges that Occidental misrepresented its intention
to maintain the Common Stock dividend, which was reduced as part
of the restructuring program. The complaint seeks unspecified
damages for violations of the federal securities laws on behalf
of persons who purchased Common Stock between September 18, 1990,
and January 11, 1991. The parties have agreed upon the terms of
a stipulated settlement, which was approved by the Court on
November 1, 1993. A Notice of Appeal has been filed by a
stockholder. The appeal is pending before the United States
Court of Appeals for the Ninth Circuit.
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 1994, all of its
executive officers and directors complied with the Section 16(a)
requirements.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On February 28, 1995, the beneficial owners shown below were
the only persons known to Occidental to be the beneficial owner
of 5 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 1 percent of the combined class of
Convertible Preferred Stock and Common Stock.
Amount and
Name and Address Nature of Percentage
Title of of Beneficial Beneficial of
Class Owner Ownership Class
--------- ---------------- ----------- -----------
Common Stock J. P. Morgan & Co. 19,026,147(1) 6.0%
Incorporated
60 Wall Street
New York, New York
10260
$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
Preferred 3500
Dallas, Texas 75201
$3.875 William Herbert Hunt 1,194,304(2) 33.1%
Convertible Trust Estate
Voting 1602 Elm Street,
Preferred Suite 3900
Dallas, Texas 75201
9
<PAGE>
___________________________
(1) Pursuant to the Schedule 13G filed by it with Securities
and Exchange Commission, J. P. Morgan & Co. Incorporated has sole
voting power for 10,529,279 shares, shared voting power for
130,350 shares, sole investment power for 18,814,397 shares and
shared investment power for 211,250 shares.
(2) Occidental has been advised that the owner has sole
voting and investment power with respect to the shares listed
above.
The following table sets forth certain information regarding
the beneficial ownership of Common Stock as of February 28, 1995,
by the five highest-paid executive officers, the directors of
Occidental and all executive officers and directors as a group,
which ownership in each case represented less than 1 percent of
such class of stock.
Amount and Nature
Name of Beneficial of
Owner Beneficial Ownership (1)
------------------ ------------------------
Ray R. Irani 1,322,249
Dale R. Laurance 267,312
J. Roger Hirl 191,194
David R. Martin 192,521
John F. Riordan 168,312 (2)
Albert Gore, Sr. 34,087 (3)
Arthur Groman 17,000
John W. Kluge 20,000
Irvin W. Maloney 1,000
George O. Nolley 1,486
Rodolfo Segovia 1,008
Aziz D. Syriani 1,000
Rosemary Tomich 4,500
All executive
officers and
directors as a
group (27 persons) 2,918,669 (4)
___________________________
(1) Does not include shares acquired after December 31, 1994,
under the Occidental Petroleum Corporation Savings Plan. Each
executive officer and director possesses sole voting and
investment power with respect to the shares listed, except for
580,567 shares held by Dr. Irani, 112,004 shares held by Dr.
Laurance, 56,696 shares held by Mr. Hirl, 50,347 shares held by
Mr. Martin and 44,864 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"). Shares shown also
include the following shares subject to options exercisable on
February 28, 1995, or becoming exercisable within 60 days
thereafter: Dr. Irani, 630,000 shares; Dr. Laurance, 130,000
shares; Mr. Hirl, 110,000 shares; Mr. Martin, 104,000 shares; and
Mr. Riordan, 93,001 shares.
(2) Holdings include 100 shares held by Mr. Riordan's wife,
as to which Mr. Riordan disclaims any beneficial ownership.
(3) Holdings include 5,500 shares held by Senator Gore's
wife, as to which Senator Gore disclaims any beneficial
ownership.
(4) Holdings include 1,475,178 shares that certain executive
officers and directors could acquire upon the exercise of options
exercisable on February 28, 1995, or becoming exercisable within
60 days thereafter, as well as 1,017,398 shares issued pursuant
to the Stock Purchase Plan for which investment power had not
vested.
10
<PAGE>
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, 1994;
(2) the options and stock appreciation rights granted to such
executives in 1994; and (3) exercise and year-end value
information pertaining to stock options and stock appreciation
rights granted to such executives.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards
----------------------------------- ----------------------
Securities
Other Annual Underlying All Other
Name and Compensa- Restricted Options/ Compensa-
Principal Salary Bonus tion (1) Stock SARs tion
Position Year ($) ($) ($) Awards (2) (#) ($)
-------- ---- ---------- -------- ------------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Ray R.
Irani, 1994 $1,900,000 $872,000 $647,136(3) $2,326,869 150,000 $120,874(4)
Chairman, 1993 $1,900,000 $872,000 $907,615(3) $2,186,990 150,000 $127,325(4)
President 1992 $1,900,000 $872,000 $1,066,079(3) $1,174,526 150,000 $135,252(4)
Chief
Executive
Officer
Dale R.
Laurance, 1994 $790,000 $365,000 $0 $375,003 30,000 $181,131(6)
Executive 1993 $750,000 $350,000 $0 $375,003 30,000 $177,342(6)
Vice 1992 $750,000 $300,000 $12,838(5) $250,000 25,000 $162,243(6)
President
and
Senior
Operating
Officer
J.Roger 1994 $530,000 $210,000 $0 $210,001 20,000 $81,881(7)
Hirl, 1993 $525,000 $160,000 $0 $210,001 20,000 $78,975(7)
Executive 1992 $525,000 $100,000 $0 $198,000 20,000 $95,334(7)
Vice
President
David R. 1994 $525,000 $260,000 $0 $200,005 20,000 $139,231(8)
Martin, 1993 $480,666 $200,000 $0 $176,800 20,000 $139,220(8)
Executive 1992 $436,667 $164,000 $0 $164,003 17,000 $134,618(8)
Vice
President
John F. 1994 $525,000 $210,000 $55,391(9) $160,004 20,000 $122,048(10)
Riordan, 1993 $400,000 $180,000 $18,500(9) $160,004 20,000 $88,071(10)
Executive 1992 $414,308 $160,000 $18,500(9) $144,001 20,000 $103,231(10)
Vice
President
(Footnotes on Following Page)
</TABLE>
11
<PAGE>
___________________________
(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 (9).
(2) The awards shown in this column were made pursuant to
the Occidental Petroleum Corporation Executive Long-Term Incen-
tive Stock Purchase Plan. All shares awarded pursuant to such
plan are subject to a five-year restricted period. During the
restricted period, dividends are paid on the shares awarded. As
of December 31, 1994, Dr. Irani held 512,925 shares of restricted
stock, having a value of $9,873,806; Dr. Laurance 96,171 shares,
having a value of $1,851,292; Mr. Hirl 52,022 shares, having a
value of $1,001,424; Mr. Martin 44,178 shares, having a value of
$850,427; and Mr. Riordan 36,968 shares, having a value of
$711,634.
(3) Includes for 1994, 1993 and 1992, respectively:
$647,136, $907,615 and $1,030,079 of reimbursements, pursuant
to Dr. Irani's employment agreement, for state income tax ex-
penditures; and $36,000 (1992 only) of reimbursements for
relocation and related benefits.
(4) Includes for 1994, 1993 and 1992, respectively, unless
otherwise noted: $94,233, $102,351 and $105,644 of director's
fees paid by an equity investee of Occidental; $6,750, $7,075 and
$13,731 credited pursuant to the Occidental Petroleum Corporation
Savings Plan (the "Savings Plan"); and $19,891, $17,899 and
$15,877 of accrued interest on deferred compensation.
(5) Includes for 1992: $12,838 of reimbursements for
relocation and related benefits.
(6) Includes for 1994, 1993 and 1992, respectively, unless
otherwise noted: $50,439, $64,697 and $57,062 of director's fees
paid by an equity investee of Occidental; $6,750, $7,075 and
$5,721 credited pursuant to the Savings Plan; $14,250, $8,774 and
$18,557 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; $106,320, $93,770
and $77,696 credited pursuant to the Occidental Petroleum
Corporation Senior Executive Supplemental Benefit Plan (the
"Senior Benefit Program"); a nonqualified plan that was
established to provide designated senior executives 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
$3,372, $3,026 and $3,207 of accrued interest on deferred
compensation.
(7) Includes for 1994, 1993 and 1992, respectively: $6,750,
$7,075 and $13,731 credited pursuant to the Savings Plan; $6,750,
$6,417 and $250 credited pursuant to the Retirement Plan;
$64,920, $62,378 and $77,848 credited pursuant to the Senior
Benefit Program; and $3,461, $3,105 and $3,505 of accrued
interest on deferred compensation.
(8) Includes for 1994, 1993 and 1992, respectively: $29,527,
$45,967 and $34,670 of director's fees paid by an equity investee
of Occidental; $6,609, $7,075 and $13,731 credited pursuant to
the Savings Plan; $13,109, $6,417 and $2,539 credited pursuant to
the Retirement Plan; and $89,986, $79,761 and $83,678 credited
pursuant to the Senior Benefit Program.
(9) Includes for 1994, 1993 and 1992, respectively, unless
otherwise noted: $18,500 and $18,500 (1993 and 1992 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.
(10) Includes for 1994, 1993 and 1992, respectively: $6,750,
$7,075 and $13,732 credited pursuant to the Savings Plan;
$12,750, $4,058 and $2,537 credited pursuant to the Retirement
Plan; $90,345, $65,987 and $76,141 credited pursuant to the
Senior Benefit Program; and $12,203, $10,951 and $10,821 of
accrued interest on deferred compensation.
12
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN 1994
-------------------------
Number of
Securities % of Total
Underlying Options/SARs Exercise or Grant Date
Granted Employees in Base Price Expiration Present
Name (#) (1) Fiscal Year ($/Sh)(2) Date (3) Value($)(4)
----- -------------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Ray R. Irani 5,633 0.6 $17.75 04/28/2004 $18,476
144,367 16.0 $17.75 05/28/2004 $473,524
Dale R. Laurance 5,633 0.6 $17.75 04/28/2004 $18,476
24,367 2.7 $17.75 05/28/2004 $79,924
J. Roger Hirl 5,633 0.6 $17.75 04/28/2004 $18,476
14,367 1.6 $17.75 05/28/2004 $47,124
David R. Martin 5,633 0.6 $17.75 04/28/2004 $18,476
14,367 1.6 $17.75 05/28/2004 $47,124
John F. Riordan 5,633 0.6 $17.75 04/28/2004 $18,476
14,367 1.6 $17.75 05/28/2004 $47,124
___________________________
(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. No stock
appreciation rights were granted in 1994.
(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 - 24.03%,
risk-free rate of return - 6.97%, dividend yield - 5.63% and time
of exercise - 10 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.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN 1994 (1)
AND FY-END OPTION/SAR VALUES
---------------------------------------------
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs
Options/SARs at FY-End
at FY-End (#) ($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
---- ------------- -------------
<S> <C> <C>
Ray R. Irani 529,999 $112,500
300,000 $225,000
Dale R. Laurance 101,666 $18,750
58,333 $45,000
J. Roger Hirl 90,000 $15,000
39,999 $30,000
David R. Martin 85,000 $12,750
38,999 $30,000
John F. Riordan 73,001 $15,000
39,999 $30,000
____________________________
(1) Since no options were exercised by the above-named
executives in 1994, no shares were acquired or value realized
upon the exercise of options by such persons in the last fiscal
year.
</TABLE>
____________________________
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 1 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, but no earlier than January 1, 1996,
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. Although Dr. Irani may retire at
any time upon one year's notice to Occidental, his supplemental
retirement benefits are not payable to him until January 1, 1996.
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
14
<PAGE>
employed by Occidental. If the agreement is terminated by Occidental
by reason of Dr. Irani's disability (as defined), Occidental must
continue his medical and welfare benefits and life insurance and
pay him 50 percent of his Aggregate Compensation during the preceding
calendar year (less certain other benefits received by him) through
December 31, 1995, after which he may retire. If the agreement is
terminated by Occidental for other reasons, 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 in control.
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 2 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 $530,000.
Mr. Martin has an employment agreement with Occidental for a
term expiring in May 1998, providing for an annual salary of not
less than $525,000.
Mr. Riordan has an employment agreement with Occidental for
a term expiring in May 1997, providing for an annual salary of
not less than $525,000.
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) were 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
15
<PAGE>
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 executives
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. Drs. Irani and Laurance elected to
participate in the Program, for whom Occidental paid premiums of
$1,553,910 and $470,000, respectively, and each of them agreed
irrevocably to forfeit an equivalent amount of his previously
reported vested retirement benefits and to reimburse the company for
the term value of the policy. Insurance for Dr. Laurance under the
program was acquired by an assignment to him from Occidental of a
policy of insurance on his life previously purchased by
Occidental for a total premium of $717,000. The amount of Dr.
Laurance's premium stated above represents approximately three
fifths of the total premium on the policy because Dr. Laurance
acquired three fifths of the total death benefit of the policy.
Occidental retained the balance of the death benefit, as well as
the greater of the total premium or the total cash surrender
value of the policy. None of the executives is 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
Occidental's executive compensation programs are designed to
attract and retain top-quality executive talent and also provide
incentive 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 organization.
Occidental is firmly committed to the principle of pay for
performance. The 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 and
- Long-term incentives.
Base salary and annual cash incentives are designed to
recognize individual performance and achievement of business
objectives each year. The value of long-term incentives is
directly linked to the performance of Occidental common stock
and, therefore, total stockholder return. Current long-term
incentives are in the form of stock options and, for the most
senior executives, restricted stock.
16
<PAGE>
In evaluating Occidental's executive compensation programs
for recommendation to the Board of Directors and to assist in
determining appropriate compensation levels for senior
executives, 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 primarily focused 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 industrial surveys of companies
that are similar in size to Occidental.
During 1994, Towers Perrin and Frederick W. Cook & Company
were retained on behalf of the Committee to review Occidental's
executive compensation programs and to recommend how to
strengthen the tie between pay and performance. Changes
resulting from this study are described below.
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.
For 1994, cash incentive awards were granted under the
Occidental Petroleum Corporation Incentive Compensation Plan.
Participation was determined by job level and designed to reward
individuals who had a significant impact on business performance.
The aggregate fund of cash available for these awards was
determined by the Committee after evaluating a combination of
both financial and nonfinancial criteria, including net income,
cash flow and achievement of specific strategic goals.
Individual awards reflected a combination of personal, business
unit and total company performance for the year.
However, as a result of a compensation study in 1994, the
Committee has endorsed a new "Pay for Performance" Program, which
incorporates a new plan for determining annual cash incentive
awards to Occidental's executives and senior management, other
than Dr. Irani. Under the new Executive Incentive Compensation
Plan, awards are primarily based on the achievement of
predetermined financial (e.g., net income, performance income,
cash flow after capital, etc.) and individual objectives that
typically reflect annual business success and create stockholder
value. Individual target awards (represented as a percentage of
base salary) are established for each executive at the beginning
of the year. Target award levels will vary based on individual
job size and its potential to impact the achievement of
Occidental's business objectives. Awards may be higher or lower
than the target based upon actual business and individual
performance versus predetermined, documented objectives.
Long-Term Incentives
The Committee strongly supports the philosophy of linking
executive total compensation to company performance and aligning
executive interest with the interests of stockholders. An
element of compensation that reinforces this philosophy is the
awarding of stock options that are inherently tied directly to
business performance and stockholder value. Selected employees
are eligible to receive incentive stock options and non-qualified
stock options, subject to specified vesting periods. Granting of
discounted options is not allowed under the 1987 Stock Option
Plan. The total annual grants are carefully controlled and are
reviewed for comparability with grant practices in the petroleum
and chemical industries.
In addition to stock option grants, awards of restricted
stock have been made in the past to the most senior executives
who have direct responsibility for major business units or
corporate-wide functions. As a result of the 1994 study and
recommendations, the Committee has proposed the adoption of a new
Incentive Stock Plan in 1995 under which all future stock grants,
including options and other stock awards, will be made (see
"Approval of the
17
<PAGE>
Occidental Petroleum Corporation 1995 Incentive Stock Plan," below).
Under the proposed plan, performance stock awards will be linked to
performance measures such as Occidental's total stockholder return
versus our peer group companies. The Committee believes this approach
will create both an effective long-term incentive to increase
stockholder value and a retention vehicle for key executives.
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 them to compromise 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.
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 performance goals
or paid pursuant to a written contract that was in effect on
February 17, 1993. Proposed regulations were published in
December 1993 and modified in the fourth quarter of 1994. To
date, final regulations have not been issued.
The Committee believes that the compensation paid to Dr.
Irani in 1994 and to be paid to him in 1995 is fully deductible.
With respect to the remaining named executive officers, the
Committee recognizes that part of the compensation paid in 1994
and to be paid in 1995 to one or more of such officers may not be
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. As described above, the Committee in 1994 endorsed the
adoption of the Incentive Plan and the Executive Incentive
Compensation Plan. Awards of stock options, stock appreciation
rights and performance stock under the Incentive Plan were
designed to satisfy the requirements of Section 162(m). However,
awards under the Executive Incentive Compensation Plan may not be
deductible since the Committee felt it was important to retain
flexibility to reward senior management for extraordinary
contributions that cannot properly be recognized under a totally
quantitative plan.
COMPENSATION DECISIONS
For 1994, 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. For 1993,
Occidental implemented a salary freeze for all employees with an
annual salary of $40,000 or more. In the third quarter of 1993,
the Committee approved a modest salary increase budget for 1994.
However, the Committee continued to limit salary increases for
executive officers with base salaries of $150,000 and above. As
a result, Dr. Irani did not receive a base salary increase in
1994 and has remained at the same annual base salary level since
1992.
In December 1993, the Committee made its determination with
respect to restricted stock awards granted in 1994 under the
Stock Purchase Plan. In making its decisions, the Committee was
of the opinion that granting restricted awards would continue to
create incentives for selected executives and senior management
to continue to implement changes necessary 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 1994, Dr.
Irani received a modest increase to his restricted stock
18
<PAGE>
award in recognition of his continuing efforts in Occidental's
restructuring and the fact that his base salary and annual cash
incentive awards have not been increased since 1992.
Stock options are typically considered annually. Grants are
approved by the Committee based upon a subjective assessment of
each employee's performance, taking into account the individual's
potential to affect and improve Occidental's future performance,
the need to remain competitive with industry practices and the
grants made in previous years.
Annual bonus awards for 1994 under the Incentive
Compensation Plan were determined in December 1994 based upon the
Committee's subjective assessment of individual contributions to
meeting Occidental's business objectives for the year and
Occidental's performance relative to its peer group. As a result
of its assessment, the Committee approved an increase in the
total amount paid under the Incentive Compensation Plan to all
employees by $1 million from the amount paid for 1993. However,
the total amount paid remains 15 percent less than the total
amount paid for 1991, the year Occidental's restructuring program
began. Occidental's performance relative to its peer group is
shown on the charts in the section entitled "Performance Graphs."
Dr. Irani's annual cash incentive is determined by his contract.
However, as in both 1992 and 1993, Dr. Irani requested a
reduction in the cash award payable to him under the Incentive
Compensation Plan to the amount he received for 1991 and to
receive the balance of his award in the form of restricted stock
under the Stock Purchase Plan.
Respectfully submitted,
COMPENSATION COMMITTEE
George O. Nolley
Rosemary Tomich
PERFORMANCE GRAPHS
Set forth at the top of the next page 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, 1994. Following that
graph is a graph showing the same information quarterly for the
four 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, 1989, in the first graph
and December 31, 1990, in the second graph) 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.
19
<PAGE>
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
OF OCCIDENTAL COMMON STOCK, THE S&P 500 INDEX AND A SELECTED PEER GROUP
(The table below is a tabular representation of graphic materials)
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Oxy Stock 100 69 71 72 76 90
S&P 500 100 97 126 136 150 152
Peer Group 100 106 107 106 128 146
</TABLE>
<TABLE>
<CAPTION>
COMPARISON OF FOUR-YEAR CUMULATIVE TOTAL RETURN
BY QUARTER SINCE DECEMBER 31, 1990,
OF OCCIDENTAL COMMON STOCK, THE S&P 500 INDEX AND A SELECTED PEER
GROUP
(The table below is a tabular representation of graphic materials)
1990 1991 1992 1993 1994
Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec
31 31 30 30 31 31 30 30 31 31 30 30 31 31 30 30 31
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Oxy
Stock 100 105 123 135 104 114 117 107 104 133 139 134 111 106 126 142 132
S&P
500
Index 100 115 114 120 130 127 130 134 140 147 147 151 155 149 149 157 157
Peer
Group 100 103 99 107 102 92 99 106 102 116 117 121 123 119 129 131 136
</TABLE>
20
<PAGE>
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,
1995. 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 1995.
The Board of Directors recommends a vote FOR the proposal to
ratify the selection of Arthur Andersen LLP as independent public
accountants for 1995. Proxies solicited by the Board of
Directors will be so voted unless stockholders specify otherwise.
APPROVAL OF THE OCCIDENTAL PETROLEUM CORPORATION
1995 INCENTIVE STOCK PLAN
The Board of Directors adopted the Occidental Petroleum
Corporation 1995 Incentive Stock Plan (the "Incentive Plan" or
"Plan"), on February 9, 1995, subject to approval by the
stockholders at the Annual Meeting. If the requisite approval is
not obtained, no awards will be made under the Incentive Plan.
Awards under the Plan may be in the form of stock options, stock
appreciation rights ("SARs"), restricted stock and performance
stock. The purpose of the Incentive Plan is to permit Occidental
to attract and retain top-quality employees and to provide such
employees with an incentive to enhance stockholder return.
Additionally, it is intended that by providing more compensation
that is stock-based, the Plan will encourage employees to view
Occidental from the perspective of its stockholders. (References
to "Occidental" in this section will include its subsidiaries.)
The Incentive Plan will be effective on the first day
immediately following the date on which the Plan is approved by
the stockholders. Unless sooner terminated by the Board of
Directors, the Plan will continue in effect for 10 years from its
effective date. No awards may be made under the Incentive Plan
after its termination. After the effective date of the Incentive
Plan, no further awards will be made under Occidental's 1977
Executive Long-Term Incentive Stock Purchase Plan and 1987 Stock
Option Plan. However, it is anticipated that, consistent with
its prior practice, the Compensation Committee will approve one
final grant of options under the 1987 Stock Option Plan prior to
the effective date of the Incentive Plan. It is anticipated that
the aggregate number of shares subject to options awarded
pursuant to such final grant will not exceed 900,000 shares.
The principal features of the Incentive Plan are summarized
below. The summary is qualified by reference to the complete
text of the Plan, which is attached as Exhibit A.
Shares Available Under the Incentive Plan
Subject to adjustment as provided in the Incentive Plan,
10,000,000 shares of Common Stock may be issued pursuant to
awards made under the Incentive Plan. The number of shares
issued or transferred as restricted stock or performance stock
without the achievement of performance objectives (see
description below under "Performance Stock") may not in the
aggregate exceed 5,000,000 shares. No single individual may be
granted awards in the aggregate for more than 2,000,000 shares.
If an award is canceled, terminates or lapses unexercised or
is satisfied in cash, any unissued shares allocated to such award
may be subjected again to an award. If shares of restricted
stock or performance stock are reacquired by Occidental, such
shares may again be subjected to an award under the Plan. If the
option price is paid
21
<PAGE>
by transferring shares of Common Stock to Occidental or
if any tax withholding obligations for an award are satisfied
by transferring or relinquishing shares of Common Stock, only
the net number of shares of Common Stock will be deemed to have
been issued or transferred.
The Committee may make adjustments in the price and the
number and kind of shares that may be issued under the Incentive
Plan to prevent dilution or expansion of participants' rights in
the event of (i) any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure
of Occidental or (ii) any merger, consolidation, spin-off,
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 a similar effect. In addition, the Committee may make
adjustments in the maximum number of shares of Common Stock
specified for issuance under the Incentive Plan in order to
reflect any of the foregoing transactions or events.
The Common Stock is traded on the New York Stock Exchange,
and on March 3, 1995, the closing price was $19.75. Occidental
presently intends to register the shares issuable under the
Incentive Plan under the Securities Act of 1933 after stockholder
approval is received.
Eligibility
All present and future salaried employees of Occidental are
eligible to receive awards under the Incentive Plan. Occidental
has approximately 10,500 salaried employees (19 of whom are
executive officers).
Administration
The Compensation Committee of the Board of Directors will
administer the Incentive Plan. This Committee will consist of at
least two directors of Occidental, each of whom is a
"disinterested person" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or any successor rule ("Rule 16b-3"), and an "outside director"
within the meaning of Section 162(m) of the Internal Revenue
Code.
The Committee will have full authority to interpret the
Incentive Plan and any agreement or document evidencing the grant
of any award under the Plan. The Committee will determine when
to grant awards, which employees will receive awards, the type of
award, whether SARs will be attached to stock options and the
number of shares to be allocated to each award. Awards may be
granted singly, in combination or in tandem and may be made in
combination or in tandem with, in replacement of or as the
payment form for grants or rights under any other compensation
plan or individual contract or agreement with Occidental. The
Committee may provide in an award for the payment to the
participant of dividend or dividend equivalents, in cash or
common stock on a current, deferred or contingent basis. In
addition, the Committee may also provide in an award for earlier
exercise, vesting or termination in the event of a change of
control (see "Change of Control" below). The Committee is also
expressly authorized to make an award under the Plan conditioned
upon the surrender or deferral of a participant's right to
receive a cash bonus or other compensation. However, without
stockholder approval, the Committee may not cancel and replace
outstanding stock options or SARs with awards having a lower
option price or base price.
Stock Options
The Committee may grant stock options to purchase shares of
Common Stock under the Incentive Plan that are either tax-
qualified options or nonqualified stock options. Tax-qualified
options, including incentive stock options, qualify for favorable
income tax treatment under Section 422 of the Internal Revenue
Code, while nonqualified stock options do not. Stock options may
be exercised only at such times as may be specified by the
Committee, and any grant of stock options may specify performance
objectives (see description below under "Performance Stock"),
which, if achieved, will result in exercisability or early
exercisability. However, no stock option may be exercised more
than 10 years from the date of grant. The option price of Common
Stock covered by a stock option may not be less than 100 percent
of the fair market value of the Common Stock on the date of the
22
<PAGE>
stock option grant. If the stock option so provides, an optionee
exercising a stock option may pay the option price in cash,
check, unrestricted Common Stock already owned by the optionee,
any other legal consideration that the Committee may deem
appropriate and any combination of the foregoing or by delivering
an exercise notice together with a copy of irrevocable
instructions to a broker to promptly deliver to the Company the
amount of sale or loan proceeds from the Common Stock underlying
the stock option. The Committee has the authority to specify at
the time stock options are granted that Common Stock will not be
accepted in payment of the option price until it has been owned
by the optionee for a specified period; however, the Incentive
Plan does not require any such holding period and would permit
immediate sequential exchanges of Common Stock at the time of
exercise of stock options.
SARs
The Committee may award SARs under the Incentive Plan that
are either freestanding or in tandem with stock options. When a
SAR is exercisable, the holder may surrender to Occidental all or
a portion of this unexercised SAR and receive in exchange an
amount equal to up to 100 percent of the difference between (i)
the fair market value on the date of exercise of the Common Stock
covered by the surrendered portion of the SAR and (ii) the
exercise price of the Common Stock under the tandem option or, in
the case of a freestanding SAR, the base price determined by the
Committee for the SAR. The Committee may limit the amount that
can be received when a SAR is exercised. When a SAR related to a
stock option is exercised, the underlying option, to the extent
surrendered, will no longer be exercisable. Similarly, when a
stock option is exercised, any SARs attached to the stock option
will no longer be exercisable. SARs may only be exercised when
the underlying option is exercisable or, if there is no
underlying option, at such times as may be specified by the
Committee but, in any event, no more than 10 years from the date
of grant. Any grant of SARs may specify performance objectives
which, if achieved, will result in exercisability or early
exercisability of such SARs.
Restricted Stock
The Committee may grant an award in shares of Common Stock
or denominated in share units ("restricted stock"). The grant
may be made without additional consideration or for consideration
in an amount that is less than the market value of the shares on
the date of grant, as the Committee may determine. Each award of
restricted stock will be subject to a "substantial risk of
forfeiture" within the meaning of Section 83 of the Internal
Revenue Code for a period of at least three years as determined
by the Committee. The Committee may also impose further
restrictions on restricted stock awards, including additional
events of forfeiture. The Committee will establish as to each
share of restricted stock awarded under the Incentive Plan the
terms and conditions upon which the restrictions on such shares
shall lapse. During the period of restriction, participants in
whose name shares of restricted stock are issued at the time of
grant may exercise full voting rights with respect to those
shares and are entitled to receive all dividends and other
distributions paid with respect to those shares. For grants for
which shares of Common Stock are not issued at the time of grant,
the award will specify the time and manner of payment of
restricted stock that has ceased to be forfeitable.
Performance Stock
The Committee may grant an award denominated in shares of
Common Stock or in share units ("performance stock") that shall
become either nonforfeitable or payable upon the achievement of
specified performance objectives. Each grant of performance
stock will specify the performance objectives to be achieved and
set forth a formula for determining the amount of performance
stock to be issued or payment to be made depending on the level
of achievement. In addition, each grant of performance stock
will specify a minimum level of achievement below which the
entire grant of performance stock will be forfeited or no payment
will be made. For participants who are, or who are likely to be,
"covered employees" within the meaning of Section 162(m) of the
Internal Revenue Code, the performance objectives to be used for
awards of performance stock shall be limited to specified levels
of, growth in or peer company comparisons based on either total
stockholder return, return on assets or book value per share.
Except in the case of such a covered employee, if the Committee
determines that a change in the business, operations, corporate
or capital structure of Occidental or other events or
circumstances render the
23
<PAGE>
performance objectives unsuitable, the Committee may modify such
performance objectives or the related minimum acceptable level of
achievement as the Committee deems appropriate. The Committee will
set a period of not less than three years within which the perform-
ance objectives are to be achieved. For grants for which shares of
Common Stock are not issued at the time of grant, the award shall
specify the time and manner of payment.
Change of Control
The Committee may, in its discretion, include provisions in
awards granted under the Incentive Plan that will provide for
earlier exercise, vesting or termination in the event of a Change
of Control. For the purposes of the Plan, Change of Control
means the occurrence of any of the following events: (i) any
person (other than Occidental, any trustee or fiduciary under any
employee benefit plan of Occidental, or any company owned by the
stockholders of Occidental in substantially the same proportions
as their ownership of Occidental) becomes the beneficial owner of
securities representing 50 percent or more of the combined voting
power of Occidental's then-outstanding securities; (ii) during
any consecutive two-year period, individuals who at the beginning
of such period constitute the Board and any new director whose
election or nomination for election was approved by the vote of
at least two thirds of the directors then still in office who
were directors at the beginning of the period or whose election
or nomination was previously so approved, cease for any reason to
constitute a majority of the Board; (iii) the stockholders of
Occidental approve a merger or consolidation of Occidental with
another corporation other than (A) a merger or consolidation in
which the voting securities of Occidental outstanding prior
thereto continue to represent at least 50 percent of the combined
voting power of the voting securities of Occidental or the
surviving entity immediately after such merger or consolidation
or (B) a merger or consolidation in which no person acquires more
than 50 percent of the combined voting power of Occidental's then-
outstanding securities; or (iv) the stockholders of Occidental
approve a plan of complete liquidation or the sale or disposition
of all or substantially all of Occidental's assets; provided,
however, that prior to the occurrence of any of the events
described in (i) through (iv) above the Board may determine that
such event shall not constitute a Change of Control for purposes
of the Plan.
Settlements and Deferrals
Payment of awards under the Incentive Plan may be in the
form of cash, Common Stock or any combination thereof. The
Committee also may require or permit participants to elect to
defer the issuance of Common Stock or the settlement of awards in
cash. The Committee may provide that deferred settlements
include the payment or crediting of interest on deferral amounts
or the payment or crediting of dividend equivalents if deferral
amounts are denominated in stock.
Transferability of Awards
The Committee may provide that any Common Stock issued under
the Incentive Plan will be subject to further restrictions on
transfer after any risk of forfeiture of restrictions on
transferability on the award have lapsed. In general, options,
SARs or other derivative securities within the meaning of Rule
16b-3 granted under the Plan may not be transferred other than by
will or by the laws of descent and distribution. However, the
Committee may provide for the transferability of particular
awards so long as such provisions will not disqualify the
exemption for other Plan awards under Rule 16b-3.
Amendments
The Committee may amend, alter or discontinue the Incentive
Plan. However, no amendment, alteration or discontinuation may
be made that would impair the rights of a participant under an
outstanding award without such participant's consent or that,
without stockholder approval, would, except as described above
under "Shares Available Under the Incentive Plan," increase the
total number of shares of stock reserved for the purpose of the
Plan or extend the maximum period for exercising stock options or
freestanding SARs. Notwithstanding the foregoing,
24
<PAGE>
stockholder approval is required only at such time and under such
circumstances as stockholder approval is required under Rule 16b-3 with
respect to any material amendment to an employee benefit plan.
Federal Income Tax Consequences
The following is a brief summary of certain of the federal
income tax consequences of certain transactions under the
Incentive Plan based on federal income tax laws in effect on
January 1, 1995. This summary is not intended to be exhaustive
and does not describe state or local tax consequences.
Tax Consequences to Participants
In general, a participant will not incur federal income tax
when he is granted a nonqualified stock option, an incentive
stock option or a SAR. Upon exercise of a nonqualified option or
a SAR, a participant generally will recognize ordinary
compensation income, which is subject to income tax withholding
by Occidental, equal to the difference between the fair market
value of the Common Stock on the date of the exercise and the
option price. When a participant exercises an incentive stock
option, he generally will not incur federal income tax, unless he
is subject to the alternative minimum tax.
If shares are issued pursuant to the exercise of an
incentive stock option and no disqualifying disposition of the
shares is made within two years after the date of grant of the
option or within one year after the transfer of the shares to the
optionee, then upon the sale of the shares any amount realized in
excess of the option price will be taxed to the optionee as a
long-term capital gain and any loss sustained will be a long-term
capital loss. If shares acquired upon the exercise of an
incentive stock option are disposed of prior to the expiration of
either holding period, the optionee generally will recognize
ordinary income in the year of disposition in an amount equal to
any excess of the fair market value of the shares at the time of
exercise (or, if less, the amount realized on the disposition of
the shares in the sale or exchange) over the option price paid
for the shares.
In general, a participant will not incur federal income tax
when restricted stock or performance stock is granted. A
participant will include in his gross income as compensation
income an amount equal to the amount of cash received and the
fair market value of the restricted stock or performance stock
received at the time the restrictions lapse or are removed or the
performance objectives are achieved. Such amount will be
included in income in the tax year in which such event occurs.
The income recognized will be subject to income tax withholding
by Occidental.
In limited circumstances where the sale of stock that is
received as the result of a grant of an award could subject an
officer to suit under Section 16(b) of the Exchange Act, the tax
consequences to the officer may differ from the tax consequences
described above. In these circumstances, unless a special
election has been made, the principal difference usually will be
to postpone valuation and taxation of the stock received so long
as the sale of the stock received could subject the officer to
suit under Section 16(b) of the Exchange Act, but no longer than
six months.
Tax Consequences to Occidental
Occidental usually will be entitled to a business expense
deduction at the time and in the amount that the recipient of an
award recognizes ordinary compensation income in connection
therewith. No deduction is allowed in connection with an
incentive stock option unless the employee disposes of Common
Stock received upon exercise in violation of the holding period
requirements. Moreover, there can be circumstances when
Occidental may not be entitled to a deduction for certain
transfers of Common Stock or payments to a participant where
vesting or payment of an award has been accelerated as a result
of a Change of Control.
In addition to the limitations described above in
Occidental's right to a corresponding business expenses
deduction, the tax law also imposes a $1 million limitation on
the amount of annual compensation deduction
25
<PAGE>
allowable to a publicly held company in respect of its chief
executive officer and its other four most highly paid executive
officers. An exception is provided for certain performance-based
compensation if certain stockholder approval, outside director
administration and other requirements are satisfied. If the
Incentive Plan is approved by the stockholders, awards may be, but
are not required to be, structured so as to qualify as
performance-based compensation that is not subject to the limitation.
The Board of Directors recommends a vote FOR the proposal to
adopt the Incentive Plan. Proxies solicited by the Board of
Directors will be so voted unless stockholders specify otherwise.
STOCKHOLDER PROPOSALS
Occidental has been advised by six holders of Common Stock
of their intentions to introduce at the Meeting the proposals and
supporting statements set forth below. The Board of Directors
disclaims any responsibility for the content of the proposals and
for the statements made in support thereof, which are presented
as received from the stockholders.
STOCKHOLDER PROPOSAL REGARDING DECLASSIFYING THE BOARD OF
DIRECTORS
Mr. Kenneth Steiner, 14 Stoner Avenue, Great Neck, New York
11024, the owner of 600 shares of Common Stock, has notified
Occidental that he intends to present the following proposal at
the Annual Meeting:
"RESOLVED, that the stockholders of the Company request that
the Board of Directors take the necessary steps, in accordance
with state law, to declassify the Board of Directors so that all
directors are elected annually, such declassification to be
effected in a manner that does not affect the unexpired terms of
directors previously elected."
SUPPORTING STATEMENT
"The election of directors is the primary avenue for
stockholders to influence corporate governance policies and to
hold management accountable for it's implementation of those
policies. I believe that the classification of the Board of
Directors, which results in only a portion of the Board being
elected annually, is not in the best interests of the Company and
it's stockholders.
The Board of Directors of the Company is divided into three
classes serving staggered three-year terms. I believe that the
Company's classified Board of Directors maintains the incumbency
of the current Board and therefore of current management, which
in turn limits management's accountability to stockholders.
The elimination of the Company's classified Board would
require each new director to stand for election annually and
allow stockholders an opportunity to register their views on the
performance of the Board collectively and each director
individually. I believe this is the one of the best methods
available to stockholders to insure that the Company will be
managed in a manner that is in the best interests of the
stockholders.
As a founding member of the Investors Rights Association of
America I believe that concerns expressed by companies with
classified boards that the annual election of all directors could
leave companies without experienced directors in the event that
all incumbents are voted out by stockholders, are unfounded. In
my view, in the unlikely event that stockholders vote to replace
all directors. this decision would express stockholder
dissatisfaction with the incumbent directors and reflect the need
for change.
"I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION."
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THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE FOREGOING
STOCKHOLDER PROPOSAL
At Occidental's 1986 Annual Meeting, the holders of more
than 96 percent of the shares of Common Stock represented at the
meeting approved the reorganization of Occidental as a Delaware
corporation and in connection therewith the institution of a
classified Board of Directors. The Board believes that the
reasons for supporting a classified Board are as valid today as
they were in 1986.
First, classification helps the Board maintain a greater
continuity of experience since the majority of directors at any
given time will have experience with the business affairs and
operations of Occidental. This permits more effective long-term
strategic planning. A classified board also helps Occidental to
attract and retain prominent and well-qualified individuals who
are able to commit the time and resources to understand
Occidental and its operations. Continuity and quality of
leadership resulting from the classified board create long-term
value for the stockholders.
Second, a classified board reduces the possibility of a
sudden change in majority control of the board. In the event of
a hostile takeover attempt, the fact that approximately one third
of the directors have terms of more than one year would encourage
a person seeking control of Occidental to initiate arm's-length
discussions with management and the Board, who are in a position
to negotiate a transaction that is most favorable to the
stockholders.
The Board believes that a classified board continues to
benefit Occidental and its stockholders and those with whom
Occidental does business by permitting all to rely on the
consistency and continuity of corporate policy. At the same
time, annual elections, in which a third of the Board is elected
each year, offer stockholders a regular opportunity to renew and
reinvigorate corporate decision-making while maintaining the
basic integrity of corporate policy year to year for the benefit
of all who rely on it.
Accordingly, the Board of Directors recommends a vote
AGAINST the foregoing stockholder proposal. Proxies solicited by
the Board of Directors will be so voted unless stockholders
specify otherwise.
STOCKHOLDER PROPOSAL REGARDING SALARY CAPS
Mr. Wayne D. Licastro, 418 N. Fourth Street, De Kalb,
Illinois 60115, the owner of not less than 114 shares of Common
Stock, has notified Occidental that he intends to present the
following proposal at the Meeting:
"That after 1995 Annual Meeting that all future employment
contracts with executive officers or any key employees that if
their compensation shall be more than $750,000 dollars in total
compensation per annual year, must be approved by a majority of
shareholders and any bonuses or any stock grants or restricted
stock awards amounting to more than 50% of employee's
compensation must be approved by a majority of the shareholders."
SUPPORTING STATEMENT
"This proposal will ensure the rights and protection of over
paying poor performing executives and gross abuses by our present
directors in giving out absorbent amounts of money with no return
for shareholder value. We need this proposal because our return
on our stock has been only 5% in last five years according to
graphs provided by management including reinvestment of
dividends, yet executives bonuses are skyrocketing. It does not
take a rocket scientist to figure out where your directors
interests are, they are definitely not for shareholder value or
return.
I hereby formally request that this shareholder proposal be put
forth for a vote at 1995 Annual Meeting of Shareholders for there
consideration."
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THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE FOREGOING
STOCKHOLDER PROPOSAL
As indicated in the Report of the Compensation Committee on
page 16, the Board of Directors is firmly committed to the
principle of pay for performance. The Board believes that the
compensation of senior executives should be aligned with
Occidental's success and the interests of its stockholders. The
Board also believes that it is necessary and appropriate for
Occidental to have the authority to act decisively to attract and
retain top-quality executive talent and the flexibility to reward
exceptional individual contributions to the success of the
company.
The proposal would make the appointment, retention and
compensation of Occidental's most senior executives subject to
stockholder vote, presumably, at the annual meeting. This
inability to act promptly and decisively would severely inhibit
Occidental's ability to compete for top executives and
potentially could leave critical leadership positions unfilled
for significant periods of time.
Moreover, as described in the Report of the Compensation
Committee, to keep in line with national trends in compensation
practice, Occidental is moving toward making a greater proportion
of executive compensation subject to business success and stock
value. In putting pay for performance into practice, it is
inevitable and entirely appropriate that a higher percentage of
the compensation earned by senior executives be derived through
performance bonuses and stock awards. A requirement that a
majority of stockholders approve bonuses and stock awards in
excess of 50 percent of an employee's compensation would unduly
inhibit attempts by Occidental to put greater emphasis on the
types of compensation that are most clearly aligned to the
interests of stockholders.
Accordingly, the Board of Directors recommends a vote
AGAINST the foregoing stockholder proposal. Proxies solicited by
the Board of Directors will be so voted unless stockholders
specify otherwise.
STOCKHOLDER PROPOSAL REGARDING REVISIONS TO CONFIDENTIAL VOTING
POLICY
Mr. Carl Olson, P.O. Box 7981, Northridge, California 91327,
the owner of 50 shares of Common Stock, has notified Occidental
that he intends to present the following proposal at the Meeting:
"RESOLUTION ON SECRET BALLOTS FOR OCCIDENTAL PETROLEUM
CORPORATION
Be it resolved by the stockowners to recommend that the
Board of Directors take the necessary steps to ensure, commencing
with the first meeting of stockowners after the 1995 annual
meeting:
1. All stockowner votes be included in its confidential
voting policy, including all contested proxy solicitations, and
2. All policies regarding confidential voting be in by-
laws that can be amended only by a majority vote of the
stockowners."
SUPPORTING STATEMENT
"Prior to 1994, Occidental never had a policy on
confidential voting for stockowners.
Without protection of confidential voting, two types of
stockowners could be particularly susceptible to pressure by
management in proxy voting. Outside money managers (such as
pension fund managers, bank trust departments, insurance
companies, and other financial institutions) may fear losing some
company business if they vote contrary to management's wishes.
Employees who are also stockowners may justifiably be reluctant
to oppose management in a system that does not protect
confidentiality.
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A survey by the New York Society of Security Analysts found
that 22 percent of its members felt undue pressure to vote a
certain way, and a survey by Institutional Investor magazine
revealed that 76 percent of pension fund officials polled favored
confidential proxy voting.
At the 1994 Oxy annual meeting, I presented a resolution
urging the adoption of a confidential voting policy. Since most
stockowners did not attend the meeting or receive a thorough
report on it, it may be worthwhile to recap some of the
discussion.
In presenting the argument in favor the resolution (which
the board opposed), I asked two directors whether they were in
favor of secret ballots. Both former Senator Albert Gore Sr. and
John Kluge refused to answer. Chairman Ray Irani insisted that
directors should not have to express opinions on stockowner
resolutions (even though they vote on the board's position on
them at a board meeting), and ruled my questioning out of order.
The results of the voting was approximately 111 million
shares in favor, 93 million against, and 4 million abstention.
Even though the measure required only a majority vote, Oxy's
rules allowed another 54 million broker nonvotes to be counted
against, thus defeating the resolution.
Subsequently Oxy's board in July 1994 adopted a grossly
defective confidential voting policy. It specifically excluded
contested proxy solicitations. These are probably the most
important ones for stockowners to be ensured confidentiality,
since the board has adopted a contrary position and could abuse
its knowledge of how each stockowner has voted.
Moreover, the board's confidential voting policy is merely a
board resolution, which could be scrapped entirely at a moment's
notice, leaving the stockowners again unprotected.
Both of these gaping holes need to be plugged. I can't
think of any good reason not to, but undoubtedly the board will
try to convince you that you don't need these protections. I
urge you to read its opposing statement--and then vote YES."
THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE FOREGOING
STOCKHOLDER PROPOSAL
Acknowledging the importance placed on this issue by
stockholders, the Board adopted, and Occidental has implemented,
the policy of confidential voting described above on page 2.
Occidental's policy is consistent with the policies adopted by
other large publicly held companies. The policy adopted by the
Board of Directors and that proposed by Mr. Olson differ
primarily in two respects: (1) under the Occidental policy,
Occidental may see proxy cards upon which stockholders have
written comments, and (2) under the Occidental policy, Occidental
may see contested proxy solicitations (unless Occidental and the
opposing party agree to confidentiality procedures.) The Board
of Directors believes that the Occidental policy in these two
respects is reasonable and necessary to protect Occidental's
interests. Exempting proxy cards with written comments ensures
that management can continue to communicate with stockholders,
who often direct comments or questions to management in writing
on proxy cards and call or write to ask how they voted. In the
event of a proxy contest, the Occidental policy treats both
parties equally. The proponent's proposal would put Occidental
at an unfair disadvantage because the confidential voting policy
will not apply to the opposing party.
The Board of Directors believes that the requirement that
the confidential voting policy be included as a By-law provision
that can be amended only by a majority of the stockholders is
unnecessary. Occidental publicly announced the adoption of its
confidential voting policy, distributed copies to interested
parties and described its policy in this proxy statement and on
its proxy and voting instruction cards. The Board recognizes
that to repeal the confidential voting policy after making a
public commitment to it would harm Occidental's reputation and
credibility with its stockholders and in the investment community
generally. Thus, the concern that the Board of Directors might
arbitrarily repeal the confidential voting policy is unfounded.
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Accordingly, the Board of Directors recommends a vote
AGAINST the foregoing stockholder proposal. Proxies solicited by
the Board of Directors will be so voted unless stockholders
specify otherwise.
STOCKHOLDER PROPOSAL REGARDING DIRECTOR TENURE POLICY
Mr. Charles Fuller, 722 Jacaranda Circle, Hillsborough,
California 94010-6559, the owner of 700 shares of Common Stock,
has notified Occidental that he intends to present the following
proposal at the Meeting:
"RESOLVED that the stockholders hereby direct the Board of
Directors adopt a mandatory tenure policy for members of the
Board which provides that non-employee directors may serve up to
twelve (12) years after election, subject to retirement at the
end of five (5) years from such director's retirement from his or
her principal organization, whichever comes first."
SUPPORTING STATEMENT
"The Board has opposed a similar proposal for 8 years, stating
its opposition to an age-related retirement policy. I
accordingly changed my proposal to one recommending a retirement
policy based upon each director's retirement from active service
in his or her principal organization.
Look (see Board's opposition statement below) at what they did -
one month after receiving my new proposal they adopted an age
based retirement policy! However, they exempted all current
directors for three or more years.
There is no need to go over the exceedingly poor results of our
company compared to its peer group; the 1994 proxy statement
graph showed that Occidental lost 3% while the peer group had
returned 87%.
The Board has finally acknowledged the need for change with its
December 1994 policy action. I applaud this step forward, but
the Board can't be allowed to stop at this half-way measure or we
will be seeing the same old faces for another 4 or 5 years."
The Board of Directors' Statement in Opposition to the Foregoing
Stockholder Proposal
The policy of Occidental's Nominating Committee is to select
nominees whom the Committee believes to be best qualified to
serve as directors. In December 1994, in response to stockholder
concerns, Occidental amended its By-laws to provide that no new
candidates who are age 72 or older are eligible for election.
Current directors age 72 or older are eligible for reelection
only once. The Board of Directors believes that this approach
recognizes the contributions that have been and continue to be
made to Occidental by its senior directors while permitting the
orderly implementation of a sensible retirement policy.
The Board of Directors believes that the proposed tenure
policy would be illogical and unduly harsh in its application.
For example, a director who chose to retire early from his or her
principal business at age 55 would be forced off Occidental's
Board at age 60. The Board of Directors believes it is not in
the best interest of the stockholders to arbitrarily deprive
Occidental of the services of well-qualified directors based
solely upon the length of their service with either Occidental or
their other business endeavors.
Accordingly, the Board of Directors recommends a vote
AGAINST the foregoing stockholder proposal. Proxies solicited by
the Board of Directors will be so voted unless stockholders
specify otherwise.
STOCKHOLDER PROPOSAL REGARDING COMMUNITY ENVIRONMENTAL HAZARDS AT
INDUSTRIAL FACILITIES
Mr. Paul E. Webb, Route 4, Box 359 A, Charleston, West
Virginia 25312, the owner of 820 shares of Common Stock, has
notified Occidental that he intends to present the following
proposal at the Meeting:
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"WHEREAS:
Over 34,500 industrial chemical accidents were reported during
1988-92 -- nearly one every hour -- in the United States. Over
2,000 of these resulted in injuries, evacuations or deaths. Some
40 percent occurred concentratedly in just two percent of the
counties in the U.S., primarily in California, Texas and
Louisiana. The New York Times reports this as one of the
deadliest periods for the American petrochemical industry's
history: "Alarm[ing] company executives, the 12 worst explosions
killed 79 people, injured 833, and caused roughly $2 billion in
damage." The Congressional subcommittee chairman overseeing OSHA
believes these accidents are linked to the use of less-trained
contract workers. Nevertheless, firms surveyed in 1994 further
cut safety expenditures in response to competitive pressures,
despite risks to communities and shareholders.
WHEREAS WE BELIEVE:
These problems are exemplified by recent explosions at Occidental
facilities in Taft, Louisiana; Delaware City, Delaware; and
Niagara Falls, New York;
Many companies are doing extensive studies of their chemical
risks, with recommendations for improvement. Even when studies
of plant safety and hazard prevention are required by OSHA and
EPA, they are not disclosed to the local communities. We believe
that unless such studies are shared with those potentially
affected by the hazards, local citizens are unable to avoid
needless deaths and injuries;
Investors, citizens, environmental and labor groups are
increasingly asking about: worst-case accident scenarios and
consequence analysis; groundwater contamination; hazardous waste
disposal practices; safety audits and 'self-audits' under the CMA
Responsible Care Program; and toxic use reduction plans.
Residents wish to inspect facilities and publicly discuss such
documents with the company;
Some companies are agreeing to furnish this information under
Good Neighbor Agreements which allow mutually-agreed-upon experts
to give technical assistance to the community. Given our
Company's past record and problems, we believe that it should
meet community requests, make information public, and show itself
to be accountable.
RESOLVED: Shareholders request the Company to adopt a policy to
make publicly available at each facility information that will
allow concerned persons or organizations (i) to assess that
facility's [a] actual environmental and safety hazards to local
communities, [b] pertinent Company policies and procedures, and
[c] arrangements for emergency preparedness; and (ii) inspect
such facilities with regard to these hazards."
SUPPORTING STATEMENT
"To be effective, this information should be readily accessible
to local residents, employees and concerned environmental or
community organizations. It should cover hazards to specific
communities, evaluating the risks and consequences of chemical
accidents, preventative measures, and plans to reduce the use of
toxics. Our Company needs to deal adequately with the public's
concerns about environmental health and safety, if it is to be
viewed as environmentally responsible. We ask shareholders
concerned with our Company's image, its treatment of local
concerns about environmental health and safety, the financial and
human costs of accidents, and the negative repercussion of
negative publicity to vote FOR this resolution."
THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE FOREGOING
STOCKHOLDER PROPOSAL
The Board of Directors is aware that environmental, health
and safety issues are of common concern to Occidental and to the
communities in which Occidental operates. This concern is
reflected in Occidental's Policy on Health, Safety and
Environmental Protection, which applies to all domestic and
foreign business locations and activities of Occidental and its
subsidiaries. The Policy states as its general principle:
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"Human life and health are precious and must be safeguarded;
the world's natural resources are finite and are to be
conserved and protected; and environmental protection is
good for the community and is good business. The protection
of health, safety and the environment is one of Occidental's
highest priorities."
Occidental's policy provides 17 specific environmental standards
of performance, including the requirement to "foster a
constructive working relationship with communities,
environmental, trade and technical organizations, and other
interested persons." Every Occidental employee is expected to
carry out both the spirit and the letter of the Policy.
Occidental recently reinforced the Policy by adopting a
Vision Statement - Health, Environment and Safety, which contains
10 principles that are designed to ensure that health,
environment and safety are integrated into Occidental's business
planning and decision-making. The Vision Statement provides
that Occidental's facilities "will regularly participate in an
open dialogue with neighboring communities to share information
and respond to the public's input or concerns about safety,
health and environment."
Moreover, Occidental adheres to industry guidelines and
initiatives for environmental quality, including the Chemical
Manufacturers Association's Guiding Principles for Responsible
Care cited by the proponent as well as the American Petroleum
Institute's STEP (Strategies for Today's Environmental
Partnership) Program and the Natural Gas STAR program.
Occidental has made a serious commitment to the implementation of
these programs. For example, in accordance with the Responsible
Care Codes of Conduct, it has taken steps to meet or communicate
with the local communities in which it operates. There are
presently more than 20 community action panels that meet
regularly with the management of various chemical facilities to
discuss issues and operations and to provide feedback on
community concerns.
The Policy, the Vision Statement and the steps Occidental is
undertaking to implement them and the various industry guidelines
clearly demonstrate Occidental is committed to communicating and
working with communities and other interested persons in the
important area of environmental, health and safety. The Board
believes that Occidental already substantially complies with the
intent and spirit of the proposal.
Accordingly, the Board of Directors recommends a vote
AGAINST the foregoing stockholder proposal. Proxies solicited by
the Board of Directors will be so voted unless stockholders
specify otherwise.
STOCKHOLDER PROPOSAL REGARDING ENVIRONMENTAL, SOCIAL AND
FINANCIAL ACCOUNTABILITY
IN EXECUTIVE COMPENSATION
Mr. Rome Jarrett Jr., 1517 Village Drive, South Charleston,
West Virginia 25309, the owner of 710 shares of Common Stock, has
notified Occidental that he intends to present the following
proposal at the Meeting:
"WHEREAS:
We believe financial, social and environmental criteria should
all be taken into account in fixing compensation packages for
corporate officers. Public scrutiny on Compensation is reaching
a new intensity - not just for the Chief Executive Officer, but
for all executives. Concerns expressed include the following:
o Top executives often receive considerable increases in
compensation packages, even when corporate financial performance
is mediocre or poor and stockholders watch dividends slip and
stock prices drop.
o Executive compensation, even when it decreases in a bad
year, is usually not proportional to a year's poor financial
returns and the financial burden borne by stockholders.
Professor Graef Crystal, a national authority on executive
compensation, argues that CEOs get paid "hugely in good years,"
and "if not hugely, then merely wonderfully in bad years."
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o When top officers' compensation packages are compared to
those of the lowest paid employees, Professor Crystal notes many
U.S. CEOs make 160 times more than the average employee, while in
Japan, that ratio is 16:1.
o The relationship between compensation and the social and
environmental impact of a company's decisions is an important
question. For instance, should top officers' pay for a given
year be reduced if the company is found guilty of systematic
violation of labor laws or poor environmental performance,
especially if it results in costly fines or expensive, protracted
litigation? Should responsible officers' pay be on a business-as-
usual scale in a year of a major environmental accident? Should
compensation for Occidental's CEO reflect the company's
involvement in a rising number of Superfund sites? Should
compensation reflect the impact of 1994 explosions at company
plants in Taft, Louisiana; Delaware City, Delaware; and Niagara
Falls, New York?
These questions deserve the careful scrutiny of our Board and its
Compensation Committee. Several companies including Procter &
Gamble, Bristol-Myers Squibb and Westinghouse have reported to
shareholders on how they integrate these factors into their
compensation packages.
RESOLVED: Shareholders request that a committee of outside
Directors of the Board institute an Executive Compensation
Review, and prepare a report available to shareholders by October
1995 with the results of the Review and recommended changes in
practice. The review shall cover pay, benefits, perks, stock
options and special arrangements in the compensation packages for
all the company's top officers."
SUPPORTING STATEMENT
"We recommend that the Board study and report on the following in
its review:
1) Ways to link executive compensation more closely to
financial performance with proposed criteria and formulae.
2) Ways to link compensation to environmental and social
corporate performance (e.g., lower base pay with incentives given
for meeting or surpassing certain environmental and social
standards).
3) Ways to link financial viability of the company to long-term
environmental and social sustainability (e.g., linkages that
avoid short-range thinking, and instead encourage long-range
planning).
4) A description of social and environmental criteria to take
into account (e.g., environmental performance standards,
environmental lawsuits, settlements, penalties, violations,
results of internal or independent environmental audits)."
THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE FOREGOING
STOCKHOLDER PROPOSAL
The Board of Directors believes that the Proposal asks
Occidental to, in large part, duplicate what is already being
done. As described in the Report of the Compensation Committee,
which begins at page 16, Occidental has taken steps to make a
greater portion of executive compensation more closely linked to
the financial performance of the company. The new Pay for
Performance program adopted in November 1994 includes a new
Executive Incentive Compensation Plan under which awards are
determined primarily based on the achievement of predetermined
financial objectives (such as income and cash flow) and
documented individual objectives, which for individuals
responsible for operational management include a component for
environmental and safety requirements. In addition, the 1995
Incentive Stock Plan, which is being presented for stockholder
approval and which will replace the existing stock option and
restricted stock plans, provides for future awards of performance
stock that will be earned only if performance objectives, such as
total stockholder return, are met.
Additionally, Occidental has adopted and implemented
policies (some of which are described in the Board's Statement in
Opposition on page 32) to ensure that environmental, health and
safety concerns are
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integrated into business planning and decision-making and
are the obligation of every employee. Occidental's
commitment to these concerns derives in part from
its recognition that the company's financial success and
continued viability are linked increasingly and inseparably to
its environmental and social performance. Accordingly,
Occidental's increased reliance on performance-based compensation
means that a greater portion of executive compensation will
reflect the company's performance in such areas.
Finally, the Board believes that adoption of the Proposal is
unnecessary since much of the information sought is available to
stockholders annually in Occidental's proxy statement. The
Compensation Committee's report specifically addresses each of
the items in the Proposal (i.e., "pay, benefits, perks, stock
options and special arrangements"). Thus, the report called for
by the Proposal would be substantially duplicative of the Report
of the Compensation Committee. The Board believes that the costs
of instituting the review and preparing and mailing the report
called for by the Proposal would outweigh the benefit to
stockholders of any additional information that may result from
such review.
Accordingly, the Board of Directors recommends a vote
AGAINST the foregoing stockholder proposal. Proxies solicited by
the Board of Directors will be so voted unless stockholders
specify otherwise.
STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals to be presented at the 1996 Annual
Meeting of Stockholders of Occidental must be received at Occiden
tal's executive offices at 10889 Wilshire Boulevard, Los Angeles,
California 90024, addressed to the attention of the Secretary, by
November 14, 1995, in order to be included in the proxy statement
and form of proxy relating to such meeting.
ANNUAL REPORT
Occidental's 1994 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 ac
countants.
By Order of the Board of Directors
Donald P. de Brier
Donald P. de Brier
Dated: March 13, 1995 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.
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EXHIBIT A
OCCIDENTAL PETROLEUM CORPORATION
1995 INCENTIVE STOCK PLAN
1. PURPOSE. The purpose of this Occidental Petroleum
Corporation 1995 Incentive Stock Plan is to permit
Occidental Petroleum Corporation ("Occidental") and its
subsidiaries to attract and retain top-quality employees and
to provide such employees with an incentive to enhance
stockholder return. Additionally, it is intended that by
providing more compensation that is stock-based, the Plan
will encourage employees to view Occidental from the
perspective of its stockholders.
2. COMMON STOCK AUTHORIZED UNDER THE PLAN.
(a) Subject to adjustment as provided in Section 9
the number of shares of Common Stock issued or transferred
under this Plan shall not in the aggregate exceed 10,000,000
shares, which may be Common Stock of original issuance or
Common Stock held in treasury or a combination thereof. For
the purposes of this Section 2(a):
(i) Upon payment in cash of the benefit provided
by any Award, any shares of Common Stock that were covered
by that Award shall again be available for issuance or
transfer under this Plan.
(ii) Upon the full or partial payment of any
Option Price by the transfer to the Company of shares of
Common Stock or upon satisfaction of tax withholding
obligations in connection with any such exercise or any
other payment made or benefit realized under this Plan by
the transfer or relinquishment of Common Stock, there shall
be deemed to have been issued or transferred under this Plan
only the number of shares of Common Stock actually issued or
transferred by Occidental less the number of Common Stock so
transferred or relinquished.
(b) Notwithstanding anything in Section 2(a) or
elsewhere in this Plan to the contrary, the number of shares
of Common Stock issued or transferred as Restricted Stock
and Performance Stock that become nonforfeitable without the
achievement of Performance Objectives shall not in the
aggregate exceed 5,000,000 shares, subject to adjustment as
provided in Section 9.
(c) Notwithstanding anything in Section 2(a) or
elsewhere in this Plan to the contrary, the aggregate number
of shares of Common Stock which may be issued by the Company
upon the exercise of Incentive Stock Options shall not
exceed 10,000,000 shares of Common Stock, subject to
adjustment as provided in Section 9.
(d) Subject to adjustment as provided in Section 9,
no Participant shall be granted Stock Options, SARs,
Restricted Stock, Performance Stock and any other Award paid
in Common Stock, in the aggregate, for more than 2,000,000
shares.
3. AWARDS. The Committee shall determine the type of
Award(s) to be made to a Participant. Awards may be granted
singly, in combination or in tandem. Awards also may be
made in combination or in tandem with, in replacement of or
as alternatives to or as the payment form for grants or
rights under any other compensation plan or individual
contract or agreement with the Company. The types of Awards
that may be granted are set forth in Sections 4, 5, 6 and 7.
Each Award shall be evidenced by a written agreement signed
by the Company and the Participant. The following terms and
conditions shall apply to all Awards:
(a) An Award may provide for the payment to the
Participant of dividends or dividend equivalents, in cash or
Common Stock on a current, deferred or contingent basis.
(b) Any Award may provide for earlier exercise,
vesting or termination in the event of a Change of Control.
(c) Successive Awards may be made to the same
Participant regardless of whether any outstanding Award
remains unexercised or subject to the expiration of
restrictions or the satisfaction of Performance Objectives.
4. STOCK OPTIONS. The Committee may from time to time
authorize grants to Participants of options to purchase
Common Stock upon such terms and conditions as the Committee
may determine in accordance with the following provisions:
(a) Each grant shall specify the number of shares of
Common Stock to which it pertains.
(b) Each grant shall specify an Option Price, which
may be either fixed or based on an index, but which, in any
case, shall be not less than the Fair Market Value per Share
on the Date of Grant.
(c) Each grant shall specify the form of
consideration to be paid in satisfaction of the Option
Price, which may include (i) cash in the form of currency or
check or other cash equivalent acceptable to the Company,
(ii) unrestricted Common Stock already owned by the
Optionee, (iii) any other legal consideration that
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the Committee may deem appropriate on such basis as the
Committee may determine in accordance with this Plan and
(iv) any combination of the foregoing or (v) the delivering
of an exercise notice together with a copy of irrevocable
instructions to a broker to promptly deliver to the company
the amount of sale or loan proceeds from the Common Stock
underlying the stock option.
(d) Each grant shall specify the period or periods
of continuous employment of the Optionee by the Company that
are necessary before the Stock Options or installments
thereof become exercisable.
(e) Stock Options granted pursuant to this Section 4
may be Nonqualified Options or Tax-qualified Options or
combinations thereof.
(f) Any grant of Stock Options may specify
Performance Objectives that, if achieved, will result in
exercisability or early exercisability of such Stock Option.
(g) No Stock Option granted pursuant to this Section
4 may be exercised more than 10 years from the Date of
Grant.
5. STOCK APPRECIATION RIGHTS ("SARS"). The Committee
may also authorize grants to Participants of SARs. A SAR
shall be a right of the Participant to receive from the
Company an amount, which shall be determined by the
Committee and shall be expressed as a percentage (not
exceeding 100 percent) of the Spread at the time of the
exercise of a SAR. Any grant of SARs shall be upon such
terms and conditions as the Committee may determine in
accordance with the following provisions:
(a) Any grant may specify that the amount payable
upon the exercise of a SAR may be paid by the Company in
cash, Common Stock or any combination thereof and may (i)
either grant to the Participant or reserve to the Committee
the right to elect among those alternatives or (ii) preclude
the right of the Participant to receive and the Company to
issue Common Stock or other equity securities in lieu of
cash.
(b) Any grant may specify that the amount payable
upon the exercise of a SAR shall not exceed a maximum
specified by the Committee on the Date of Grant.
(c) Any grant may specify (i) a waiting period or
periods before SARs shall become exercisable and (ii)
permissible dates or periods on or during which SARs shall
be exercisable.
(d) Any grant of SARs may specify Performance
Objectives that, if achieved, will result in exercisability
or early exercisability of such SARs.
(e) Any SAR may be granted in tandem with a Stock
Option. Each tandem grant shall provide that a SAR may be
exercised only (i) if the related Stock Option is
exercisable and (ii) by surrender of the related Stock
Option for cancellation.
(f) Regarding freestanding SARs only:
(i) Each grant shall specify in respect of each
freestanding SAR a Base Price, which shall be not less than
the Fair Market Value per Share on the Date of Grant;
(ii) Each grant shall specify the period or
periods of continuous employment of the Participant by the
Company that are necessary before the freestanding SAR or
installments thereof shall become exercisable.
(iii) No freestanding SAR granted may be
exercised more than 10 years from the Date of Grant.
6. RESTRICTED STOCK. The Committee may also authorize
grants or sales to Participants of Restricted Stock upon
such terms and conditions as the Committee may determine in
accordance with the following provisions:
(a) Each grant or sale shall specify the number
of shares of Restricted Stock to which it relates.
(b) Each grant or sale may be made without
additional consideration from the Participant or in
consideration of a payment by the Participant that is less
than the Fair Market Value per Share on the Date of Grant.
(c) Each grant or sale shall provide that the
Restricted Stock covered thereby shall be subject to a
"substantial risk of forfeiture" within the meaning of
Section 83 of the Code for a period of at least three years
as determined by the Committee.
(d) Each grant or sale shall provide that,
during the Restricted Period, the transferability of the
Restricted Stock shall be prohibited or restricted in the
manner and to the extent prescribed by the Committee.
(e) For grants or sales for which forfeitable shares
of Common Stock are issued at the time of grant or sale:
(i) Each such grant or sale shall constitute a
transfer of ownership of Restricted Stock to the Participant
in consideration of the performance of services, entitling
such Participant to dividend, voting and
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other ownership rights, subject to the substantial risk of
forfeiture and restrictions on transfer provided above in
Section 6(c).
(ii) Unless otherwise directed by the
Committee, all certificates representing Restricted Stock,
together with a stock power endorsed in blank by the
Participant, shall be held in custody by the Company until
all restrictions on such Stock lapse.
(f) For grants for which forfeitable shares of
Common Stock are not issued at the time of grant, each grant
shall specify the time and manner of payment of Restricted
Stock that shall have ceased to be forfeitable, and any
grant may specify that any such amount may be paid by the
Company in cash, Common Stock or any combination thereof and
may either grant to the Participant or reserve to the
Committee the right to elect among those alternatives.
7. PERFORMANCE STOCK. The Committee may also authorize
grants of Performance Stock, which shall become either
nonforfeitable or payable to the Participant upon the
achievement of specified Performance Objectives, upon such
terms and conditions as the Committee may determine in
accordance with the following provisions:
(a) Each grant shall specify the number of
shares of Performance Stock to which it pertains, which may
be subject to adjustment to reflect changes in compensation
or other factors.
(b) The Performance Period with respect to each
grant of Performance Stock shall be determined by the
Committee.
(c) Each grant shall specify the Performance
Objectives that are to be achieved and a minimum acceptable
level of achievement below which no payment will be made or
grant of Performance Stock shall be nonforfeitable and shall
set forth a formula for determining the amount of any
payment to be made or amount of Performance Stock to be
nonforfeitable if performance is at or above the minimum
acceptable level but falls short of full achievement of the
Performance Objectives.
(d) For grants for which forfeitable shares of
Common Stock are not issued at the time of grant, each grant
shall specify the time and manner of payment of Performance
Stock that shall have been earned, and any grant may specify
that any such amount may be paid by the Company in cash,
Common Stock or any combination thereof and may either grant
to the Participant or reserve to the Committee the right to
elect among those alternatives.
(e) Any grant of Performance Stock may specify
that the amount payable with respect thereto may not exceed
a maximum specified by the Committee on the Date of Grant.
8. TRANSFERABILITY.
(a) Any Award may provide that all or any part
of the Common Stock that is to be issued or transferred by
Occidental upon the exercise of Stock Options or SARs or in
payment of Performance Stock or that, in the case of
Restricted Stock or Performance Stock, is no longer subject
to substantial risk of forfeiture and restrictions on
transfer shall be subject to further restrictions upon
transfer.
(b) No Stock Option or other derivative security
(as that term is used in Rule 16b-3) granted under this Plan
may be transferred by a Participant except by will or the
laws of descent and distribution. Stock Options and SARs
may not be exercised during a Participant's lifetime except
by the Participant or, in the event of the Participant's
legal incapacity, by such guardian or legal representative
acting in a fiduciary capacity on behalf of the Participant
under state law and court supervision. Notwithstanding the
foregoing, the Committee, in its sole discretion, may
provide for the transferability of particular Awards under
this Plan so long as such provisions will not disqualify the
exemption for other Awards under Rule 16b-3.
9. ADJUSTMENTS.
(a) The Committee may make or provide for such
adjustments in the number of shares of Common Stock covered
by outstanding Stock Options, SARs and Performance Stock
granted under this Plan, the Option Prices or Base Prices
applicable to any such Stock Options and SARs and the kind
of shares (including shares of another issuer) covered
thereby, as the Committee may in good faith determine to be
required in order to prevent dilution or expansion of the
rights of Participants 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 Committee may
provide in substitution for any or all outstanding Awards under
this Plan such alternative consideration as it
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may in good faith determine to be appropriate under the circumstances
and may require the surrender of all Awards so replaced. Moreover,
the Committee may on or after the Date of Grant provide in
the agreement evidencing any Award that the holder of the
Award 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 a similar
effect, or the Committee may provide that the holder will
automatically be entitled to receive such an equivalent
Award. The Committee may also make or provide for such
adjustments in the maximum number of shares of Common Stock
specified in Sections 2(a), 2(b), 2(c) and 2(d) as the
Committee may in good faith determine to be appropriate in
order to reflect any transaction or event described in this
Section 9. Notwithstanding anything in the foregoing to the
contrary, with respect to any outstanding Stock Option that
was intended to qualify as a Tax-qualified Option, the
Committee shall not, without the consent of the affected
Participant, make any adjustment that would prevent such
Stock Option from so qualifying.
(b) If another corporation is merged into the
Company or the Company otherwise acquires another
corporation, the Committee may elect to assume under this
Plan any or all outstanding stock options or other awards
granted by such corporation under any stock option or other
plan adopted by it prior to such acquisition. Such
assumptions shall be on such terms and conditions as the
Committee may determine; provided, however, that the awards
as so assumed do not contain any terms, conditions or rights
that are inconsistent with the terms of this Plan. Unless
otherwise determined by the Committee, such awards shall not
be taken into account for purposes of the limitations
contained in Section 2 of this Plan.
10. FRACTIONAL SHARES. The Company shall not be
required to issue any fractional shares of Common Stock
pursuant to this Plan. The Committee may provide for the
elimination of fractions or for the settlement thereof in
cash.
11. WITHHOLDING TAXES. To the extent that the
Company is required to withhold federal, state, local or
foreign taxes in connection with any payment made or benefit
realized by a Participant or other person under this Plan,
it shall be a condition to the receipt of any such payment
or the realization of any such benefit that the Participant
or such other person make arrangements satisfactory to the
Company for payment of any taxes required to be withheld.
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.
12. TERMINATION OF EMPLOYMENT, HARDSHIP AND APPROVED
LEAVES OF ABSENCE. Notwithstanding any other provision of
this Plan to the contrary, in the event of termination of
employment for any reason, leave of absence approved by the
Company, or in the event of hardship or other special
circumstances, of a Participant who holds a Stock Option or
SAR that is not immediately and fully exercisable, any
Restricted Stock as to which the substantial risks of
forfeiture or the prohibition or restriction on transfer has
not lapsed, any Performance Stock that has not been fully
earned or is subject to forfeiture or any Common Stock that
is subject to any transfer restriction pursuant to Section
8(a) of this Plan, the Committee may take any action that it
deems to be appropriate under the circumstances or in the
best interests of the Company, including without limitation
waiving or modifying any limitation or requirement with
respect to any Award.
13. FOREIGN PARTICIPANTS. In order to facilitate
the making of an Award, the Committee may provide for such
special terms for Awards to Participants who are foreign
nationals, or who are employed by the Company outside of the
United States of America, as the Committee may consider
necessary or appropriate to accommodate differences in local
law, tax policy or custom. Moreover, the Committee may
approve such supplements to, or amendments, restatements or
alternative versions of, this Plan as it may consider
necessary or appropriate for such purposes without thereby
affecting the terms of this 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 this Plan;
provided, however, that no such supplements, amendments,
restatements or alternative versions shall include any
provisions that are inconsistent with the terms of this
Plan, as then in effect, unless this Plan could have been
amended to eliminate the inconsistency without further
approval by the stockholders of Occidental.
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14. ADMINISTRATION OF THE PLAN.
(a) This Plan shall be administered by the
Compensation Committee of the Board, which shall be composed
of not less than two members of the Board, each of whom
shall be a "disinterested person" within the meaning of Rule
16b-3 and an "outside director" within the meaning of
Section 162(m) of the Code.
(b) The interpretation and construction by the
Committee of any provision of this Plan or any agreement,
notification or document evidencing the grant of Stock
Option, SARs, Restricted Stock or Performance Stock, and any
determination by the Committee pursuant to any provision of
this Plan or any such agreement, notification or document,
shall be final and conclusive. No member of the Committee
shall be liable for any such action taken or determination
made in good faith.
15. AMENDMENTS AND OTHER MATTERS.
(a) The Committee may amend, alter or
discontinue this Plan, but no amendment, alteration or
discontinuation shall be made that would impair the rights
of a Participant under any outstanding Award without such
Participant's consent, or that without the approval of the
stockholders of Occidental (as described below) would (i)
except as provided in Section 9, increase the total number
of shares of Common Stock reserved for the purpose of the
Plan; (ii) extend the maximum period provided in Section
4(g) for exercising Stock Options; or (iii) extend the
maximum period provided in Section 5(f)(iii) for SARs.
Notwithstanding the foregoing, stockholder approval under
this Section 15 shall be required only at such time and
under such circumstances as stockholder approval would be
required under Rule 16b-3 with respect to any material
amendment to any employee benefit plan of the Company.
(b) The Committee shall not, without the approval of
the stockholders of Occidental, authorize the amendment of
any outstanding Stock Option to reduce the Option Price or
authorize the amendment of any outstanding SAR to reduce the
Base Price. Furthermore, no Stock Options or SARs shall be
canceled and replaced with Awards having a lower Option
Price or Base Price without the further approval of the
stockholders of Occidental.
(c) The Committee may condition the grant of any
Award authorized under this Plan on the surrender or
deferral by the Participant of his or her right to receive a
cash bonus or other compensation otherwise payable by the
Company to the Participant.
(d) This Plan shall not confer upon any Participant
any right with respect to continuance of employment or other
service with the Company and shall not interfere in any way
with any right that the Company would otherwise have to
terminate any Participant's employment or other service at
any time.
(e) (i) To the extent that any provision of this
Plan would prevent any Stock Option that was intended to
qualify as a Tax-qualified Option from so qualifying, any
such provision shall be null and void with respect to any
such Stock Option; provided, however, that any such
provision shall remain in effect with respect to other Stock
Options, and there shall be no further effect on any
provision of this Plan.
(ii) Any Award that may be made pursuant to
an amendment to this Plan that shall have been adopted
without the approval of the stockholders of Occidental shall
be null and void as to persons subject to Section 16(a) of
the Act if it is subsequently determined that such approval
was required in order for this Plan to continue to satisfy
the applicable conditions of Rule 16b-3.
(f) The Committee may require or permit Participants
to elect to defer the issuance of Common Stock or the
settlement of Awards in cash under such rules and procedures
as it may establish under the Plan. It also may provide
that deferred settlements include the payment or crediting
of interest on the deferral amounts, or the payment or
crediting of dividend equivalents where the deferral amounts
are denominated in Stock.
(g) Unless otherwise determined by the Committee,
settlements of Awards received by Participants under the
Plan shall not be deemed a part of a Participant's regular,
recurring compensation for purposes of calculating payments
or benefits from any Company benefit plan, severance program
or severance pay law of any country. Further, the Company
may adopt other compensation programs, plans or arrangements
as it deems appropriate or necessary.
(h) Unless otherwise determined by the Committee,
the Plan shall be unfunded and shall not create (or be
construed to create) a trust or a separate fund or funds.
The Plan shall not establish any fiduciary relationship
between the Company and any Participant or other person. To
the extent any person holds any rights by virtue of an Award
granted under the Plan, such rights (unless otherwise
determined by the Committee) shall be no greater than the
rights of an unsecured general creditor of the Company.
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16. TERM. This Plan shall be effective on the first
day immediately following the date on which the Plan is
first approved by the stockholders of Occidental and shall
continue in effect for 10 years from that date.
17. DEFINITIONS. As used in this Plan,
"ACT" means the Securities Exchange Act of 1934, as
amended.
"AWARD" means any grant of Stock Options, SARs or
Performance Stock or grant or sale of Restricted Stock under
this Plan.
"BASE PRICE" means the price to be used as the basis
for determining the Spread upon the exercise of a
freestanding SAR.
"BOARD" means the Board of Directors of Occidental.
"CHANGE OF CONTROL" means the occurrence of any of the
following events:
(i) any "person," as such term is used in Sections
13(d) and 14(d) of the Act (other than the Company, any
trustee or other fiduciary holding securities under an
employee benefit plan of the Company 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 as provided in Section 16 (the
"Effective Date") the "beneficial owner" (as defined in Rule
13d-3 under the 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 or
more of the combined voting power of Occidental's then-
outstanding securities;
(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 the Company 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 the 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 that
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 an employee benefit plan
of the Company, 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 the Company (or similar
transaction) in which no person acquires more than 50
percent of the combined voting power of Occidental's then-
outstanding securities; or
(iv) the stockholders of Occidental approve a
plan of complete liquidation of the Company or an agreement
for the sale of disposition or all or substantially all of
the Company's assets; provided, however, that prior to the
occurrence of any of the events described in clauses (i)
through (iv) above, the Board may determine that such event
shall not constitute a Change of Control for purposes of
this Plan.
"CODE" means the Internal Revenue Code of 1986, as
amended from time to time.
"COMMITTEE" means the Committee described in Section
14(a) of this Plan.
"COMMON STOCK" means (i) shares of the Common Stock,
$0.20 par value, of Occidental and (ii) any security into
which Common Stock may be converted by reason of any
transaction or event of the type referred to in Section 9.
"COMPANY" means Occidental and its Subsidiaries,
collectively.
"DATE OF GRANT" means the date specified by the
Committee on which an Award shall become effective, which
shall not be earlier than the date on which the Committee
takes action with respect thereto.
"FAIR MARKET VALUE PER SHARE" means the last reported
sales price of a share of Common Stock on the New York Stock
Exchange - Composite Transactions on the relevant date or,
if there are no reported sales on such date, then the last
reported sales price on the next preceding day on which such
a sale is transacted.
"INCENTIVE STOCK OPTION" means a Stock Option that is
intended to qualify as an "incentive stock option" under
Section 422 of the Code or any successor provision thereto.
"NONQUALIFIED OPTION" means a Stock Option that is not
intended to qualify as a Tax-qualified Option.
"OCCIDENTAL" means Occidental Petroleum Corporation, a
Delaware corporation.
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"OPTIONEE" means the person so designated in an
agreement evidencing an outstanding Stock Option.
"OPTION PRICE" means the purchase price payable upon
the exercise of a Stock Option.
"PARTICIPANT" means (i) a salaried employee of the
Company who is selected by the Committee to receive benefits
under this Plan or (ii) a person who has agreed to commence
salaried employment with the Company.
"PERFORMANCE OBJECTIVES" means performance objectives
adopted by the Committee pursuant to this Plan for
Participants who have received grants of Performance Stock
or, when so determined by the Committee, Stock Options, SARs
or Restricted Stock. With respect to any Award to a
Participant who is, or is determined by the Committee to be
likely to become, a "covered employee" within the meaning of
Section 162(m) of the Code (or any successor provision), the
Performance Objectives shall be limited to specified levels
of, growth in or peer company comparisons based on (i) Total
Stockholder Return, (ii) return on assets or (iii) book
value per share, as the Committee may determine, and the
attainment of such Performance Objective shall not be deemed
to have occurred until certified by the Committee. Except
in the case of such a covered employee, if the Committee
determines that a change in the business, operations,
corporate structure or capital structure of the Company, or
the manner in which it conducts its business, or other
events or circumstances render the Performance Objectives to
be unsuitable, the Committee may modify such Performance
Objectives or the related minimum acceptable level of
achievement, in whole or in part, as the Committee deems
appropriate.
"PERFORMANCE PERIOD" means, in respect of Performance
Stock, the period of time within which the Performance
Objectives are to be achieved, which period shall not be
less than three years.
"PERFORMANCE STOCK" means (i) a grant pursuant to
Section 7 of shares of Common Stock, which shares are
subject to forfeiture in the event the Performance
Objectives are not achieved, or (ii) a bookkeeping entry
that records the equivalent of one share of Common Stock
awarded pursuant to Section 7 that is payable upon
achievement of the Performance Objectives.
"PLAN" means this Occidental Petroleum Corporation 1995
Incentive Stock Plan.
"RESTRICTED PERIOD" means, in respect of Restricted
Stock, the period determined by the Committee pursuant to
Section 6(c).
"RESTRICTED STOCK" means (i) a grant pursuant to
Section 6 of shares of Common Stock, which shares are
subject to a substantial risk of forfeiture and restrictions
on transfer, or (ii) a bookkeeping entry that records the
equivalent of one share of Common Stock awarded pursuant to
Section 6 that is payable upon expiration of the Restricted
Period.
"RULE 16B-3" means Rule 16b-3, as promulgated and
amended from time to time by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, or any
successor rule to the same effect.
"SAR" means a stock appreciation right granted pursuant
to Section 5.
"SPREAD" means, in the case of a freestanding SAR, the
amount by which the Fair Market Value per Share on the date
when the SAR is exercised exceeds the Base Price specified
therein or, in the case of a tandem SAR, the amount by which
the Fair Market Value per Share on the date when the SAR is
exercised exceeds the Option Price for the related Stock
Option.
"STOCK OPTION" means a Nonqualified Option or a Tax-
qualified Option, or both, as the case may be.
"SUBSIDIARY" means a corporation, partnership, joint
venture, unincorporated association or other entity directly
or indirectly controlled by the Company or in which the
Company has a direct or indirect ownership or other equity
interest; provided, however, for purposes of determining
whether any person may be a Participant for purposes of any
grant of Incentive Stock Options, "Subsidiary" means any
corporation in which the Company owns or controls directly
or indirectly more than 50 percent of the total combined
voting power represented by all classes of stock issued by
such corporation at the time of the grant.
"TAX-QUALIFIED OPTION" means a Stock Option that is
intended to qualify under particular provisions of the Code,
including without limitation an Incentive Stock Option.
"TOTAL STOCKHOLDER RETURN" means the appreciation in
the price of a share of Common Stock plus reinvested
dividends over a specified period of time.
18. GOVERNING LAW AND CONSTRUCTION.
(a) The validity, construction and effect of the
Plan and any actions taken or relating to the Plan shall be
determined in accordance with the laws of the State of
Delaware and applicable federal law.
(b) All references to Sections in this Plan are
to the Sections of the Plan. The singular includes the
plural and the plural the singular.
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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 28, 1995, 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 AND AGAINST ITEMS 4, 5, 6, 7, 8 AND 9, IF SUCH
ITEMS ARE PRESENTED AT THE MEETING. 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.
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(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)
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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.
<PAGE>
(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 AND AGAINST ITEMS 4, 5, 6, 7, 8 AND 9, IF SUCH ITEMS ARE PRESENTED AT THE
MEETING. 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:
Dr. Ray R. Irani, Dr. Dale R. Laurance, Irvin W. Maloney and [ ] [ ]
Aziz D. Syriani.
(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.
ITEM 3 The proposal to approve the Occidental [ ] [ ] [ ]
Petroleum Corporation 1995 Incentive Stock Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4, 5, 6, 7, 8 AND 9.
FOR AGAINST ABSTAIN
ITEM 4 The stockholder proposal regarding [ ] [ ] [ ]
declassifying the board of directors.
ITEM 5 The stockholder proposal regarding [ ] [ ] [ ]
salary caps.
ITEM 6 The stockholder proposal regarding [ ] [ ] [ ]
revisions to confidential voting policy.
ITEM 7 The stockholder proposal regarding [ ] [ ] [ ]
director tenure policy.
ITEM 8 The stockholder proposal regarding [ ] [ ] [ ]
community environmental hazards.
ITEM 9 The stockholder proposal regarding [ ] [ ] [ ]
accountability in executive compensation.
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 28. DO NOT MAIL.
Please see the back of this card for parking instructions.
930-A(SOR)
<PAGE>
(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 28, 1995, 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: Dr. Ray R. Irani, Dr. Dale R. Laurance, Irvin W. Maloney and
Aziz D. Syriani. 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.
-------------------------------------------------------------------------------
(arrows pointing upward)
DETACH AND RETURN
(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.
<PAGE>
(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 AND AGAINST ITEMS 4, 5, 6, 7, 8 AND 9, IF SUCH ITEMS ARE
PRESENTED AT THE MEETING. 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:
Dr. Ray R. Irani, Dr. Dale R. Laurance, Irvin W. Maloney and [ ] [ ]
Aziz D. Syriani.
(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.
ITEM 3 The proposal to approve the Occidental [ ] [ ] [ ]
Petroleum Corporation 1995 Incentive Stock Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4, 5, 6, 7, 8 AND 9.
FOR AGAINST ABSTAIN
ITEM 4 The stockholder proposal regarding [ ] [ ] [ ]
declassifying the board of directors.
ITEM 5 The stockholder proposal regarding [ ] [ ] [ ]
salary caps.
ITEM 6 The stockholder proposal regarding [ ] [ ] [ ]
revisions to confidential voting policy.
ITEM 7 The stockholder proposal regarding [ ] [ ] [ ]
director tenure policy.
ITEM 8 The stockholder proposal regarding [ ] [ ] [ ]
community environmental hazards.
ITEM 9 The stockholder proposal regarding [ ] [ ] [ ]
accountability in executive compensation.
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 ____________________
-------------------------------------------------------------------------------
(arrows pointing upward)
DETACH AND RETURN
(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.
930-B(PSA)
<PAGE>
(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 28, 1995, 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: Dr. Ray R. Irani, Dr. Dale R. Laurance, Irvin W. Maloney and
Aziz D. Syriani. 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.
-------------------------------------------------------------------------------
(arrows pointing upward)
DETACH AND RETURN
(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.
<PAGE>
(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 AND AGAINST ITEMS 4, 5, 6, 7, 8 AND 9, IF SUCH ITEMS ARE
PRESENTED AT THE MEETING. 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:
Dr. Ray R. Irani, Dr. Dale R. Laurance, Irvin W. Maloney and [ ] [ ]
Aziz D. Syriani.
(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.
ITEM 3 The proposal to approve the Occidental [ ] [ ] [ ]
Petroleum Corporation 1995 Incentive Stock Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4, 5, 6, 7, 8 AND 9.
FOR AGAINST ABSTAIN
ITEM 4 The stockholder proposal regarding [ ] [ ] [ ]
declassifying the board of directors.
ITEM 5 The stockholder proposal regarding [ ] [ ] [ ]
salary caps.
ITEM 6 The stockholder proposal regarding [ ] [ ] [ ]
revisions to confidential voting policy.
ITEM 7 The stockholder proposal regarding [ ] [ ] [ ]
director tenure policy.
ITEM 8 The stockholder proposal regarding [ ] [ ] [ ]
community environmental hazards.
ITEM 9 The stockholder proposal regarding [ ] [ ] [ ]
accountability in executive compensation.
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 ____________________
-------------------------------------------------------------------------------
(arrows pointing upward)
DETACH AND RETURN
(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.
930-C(SIP)
<PAGE>
(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 28, 1995, 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: Dr. Ray R. Irani, Dr. Dale R. Laurance, Irvin W. Maloney and
Aziz D. Syriani. 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 OF
ADMINISTRATIVE COMMITTEE.
930-E(TUL)
<PAGE>
(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 AND AGAINST ITEMS 4, 5, 6, 7, 8 AND 9, IF SUCH ITEMS ARE
PRESENTED AT THE MEETING. 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:
Dr. Ray R. Irani, Dr. Dale R. Laurance, Irvin W. Maloney and [ ] [ ]
Aziz D. Syriani.
(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.
ITEM 3 The proposal to approve the Occidental [ ] [ ] [ ]
Petroleum Corporation 1995 Incentive Stock Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4, 5, 6, 7, 8 AND 9.
FOR AGAINST ABSTAIN
ITEM 4 The stockholder proposal regarding [ ] [ ] [ ]
declassifying the board of directors.
ITEM 5 The stockholder proposal regarding [ ] [ ] [ ]
salary caps.
ITEM 6 The stockholder proposal regarding [ ] [ ] [ ]
revisions to confidential voting policy.
ITEM 7 The stockholder proposal regarding [ ] [ ] [ ]
director tenure policy.
ITEM 8 The stockholder proposal regarding [ ] [ ] [ ]
community environmental hazards.
ITEM 9 The stockholder proposal regarding [ ] [ ] [ ]
accountability in executive compensation.
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 ____________________
<PAGE>
(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 28, 1995, 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 AND AGAINST ITEMS 4,5,6,7,8, AND 9, IF SUCH
ITEMS ARE PRESENTED AT THE MEETING. 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.
930-D (BRO)
<PAGE>
(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 AND AGAINST ITEMS 4, 5, 6, 7, 8 AND 9, IF SUCH ITEMS ARE PRESENTED AT THE
MEETING. 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:
Dr. Ray R. Irani, Dr. Dale R. Laurance, Irvin W. Maloney and [ ] [ ]
Aziz D. Syriani.
( 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.
ITEM 3 The proposal to approve the Occidental [ ] [ ] [ ]
Petroleum Corporation 1995 Incentive Stock Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4, 5, 6, 7, 8 AND 9.
FOR AGAINST ABSTAIN
ITEM 4 The stockholder proposal regarding [ ] [ ] [ ]
declassifying the board of directors.
ITEM 5 The stockholder proposal regarding [ ] [ ] [ ]
salary caps.
ITEM 6 The stockholder proposal regarding [ ] [ ] [ ]
revisions to confidential voting policy.
ITEM 7 The stockholder proposal regarding [ ] [ ] [ ]
director tenure policy.
ITEM 8 The stockholder proposal regarding [ ] [ ] [ ]
community environmental hazards.
ITEM 9 The stockholder proposal regarding [ ] [ ] [ ]
accountability in executive compensation.
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 ____________________
