<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 1996
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
OCCIDENTAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-4035997
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 208-8800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DONALD P. DE BRIER, ESQ.
GENERAL COUNSEL
OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 443-6176
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPY TO:
STEVEN R. MACKEY, ESQ.
GENERAL COUNSEL
HELMERICH & PAYNE, INC.
1579 E. 21ST STREET
TULSA, OKLAHOMA 74114
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE, AS
DETERMINED BY MARKET CONDITIONS.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. /X/
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX
AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. / /
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.20 par value
per share (including
Preferred Stock Purchase
Rights)..................... 2,018,928 shares $23.4375 $47,318,625 $16,317
=================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with
Rule 457(c) based upon the average of the high and low sales prices on September 9, 1996.
</TABLE>
-------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
================================================================================
<PAGE> 2
SUBJECT TO COMPLETION, DATED SEPTEMBER 13, 1996
PROSPECTUS
2,018,928 SHARES
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
COMMON STOCK
($.20 Par Value)
The 2,018,928 shares of the Common Stock, par value $.20 per share (the
"Common Stock"), of Occidental Petroleum Corporation ("Occidental") offered
hereby are offered for the account of Helmerich & Payne, Inc. (the "Selling
Stockholder"). Occidental will not receive any proceeds from the sale of such
shares of the Common Stock.
The Common Stock is listed and principally traded on the New York and
Pacific stock exchanges (symbol: OXY). On September , 1996, the closing sale
price of the Common Stock on the New York Stock Exchange was $ per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Common Stock may be offered from time to time in one or more
transactions (including block transactions) on the New York Stock Exchange, in
separately negotiated transactions or in a combination of such transactions, at
market prices prevailing at the time of sale or at negotiated prices. See "Plan
of Distribution".
THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 1996.
<PAGE> 3
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE HEREIN MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY OCCIDENTAL OR THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS, NOR DOES IT
CONSTITUTE AN OFFER OR SOLICITATION BY ANY PERSON IN ANY JURISDICTION IN WHICH
IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
---------------------
AVAILABLE INFORMATION
Occidental is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission by Occidental can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
should also be available for inspection and copying at the following regional
offices of the Commission: New York Regional Office, 7 World Trade Center, 13th
Floor, New York, New York 10048; and Chicago Regional Office, Suite 1400,
Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661-2511. Copies
of such materials can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York and the Pacific Stock Exchange, 115 Sansome Street, Suite 1104,
San Francisco, California. The Commission maintains an Internet World Wide Web
site at http://www.sec.gov containing reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission, including Occidental.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by Occidental with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all of the information
set forth in the Registration Statement, and reference is hereby made to the
Registration Statement for further information with respect to Occidental and
the Common Stock offered hereby. Statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission are necessarily summaries of such
provisions, and each such statement is qualified in its entirety by reference to
the copy of the applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates by reference documents which are not presented
herein or delivered herewith. Occidental will furnish without charge to each
person, including any beneficial owner, to whom this Prospectus is delivered,
upon written or oral request of such person, a copy of any documents
incorporated by reference herein, except for exhibits to such documents (unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Occidental Petroleum Corporation, 10889 Wilshire
Boulevard, Los Angeles, California 90024, Attention: Vice President and
Treasurer (telephone (310) 208-8800).
2
<PAGE> 4
The following documents, which have been filed by Occidental with the
Commission, are hereby incorporated by reference in this Prospectus:
(i) Annual Report on Form 10-K for the fiscal year ended December 31, 1995;
(ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 1996 and June 30, 1996;
(iii) Current Reports on Form 8-K, dated January 24, 1996, April 17, 1996,
April 19, 1996 and July 22, 1996; and
(iv) Registration Statement on Form 8-B, dated June 26, 1986 (as amended by
Form 8, dated December 22, 1986, Form 8, dated February 3, 1988, Form 8-B/A,
dated July 12, 1993, Form 8-B/A, dated March 18, 1994, and Form 8-B/A, dated
November 1, 1995).
All documents filed by Occidental pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
3
<PAGE> 5
OCCIDENTAL PETROLEUM CORPORATION
Occidental explores for, develops, produces and markets crude oil and
natural gas; engages in interstate and intrastate natural gas transmission and
marketing; and manufactures and markets a variety of basic chemicals,
petrochemicals and polymers and plastics. Occidental conducts its principal
operations through three subsidiaries: Occidental Oil and Gas Corporation,
MidCon Corp. and Occidental Chemical Corporation. Occidental's principal
executive offices are located at 10889 Wilshire Boulevard, Los Angeles,
California 90024 (telephone (310) 208-8800).
THE MERGER
On August 30, 1996, pursuant to an Agreement and Plan of Merger, dated as
of August 23, 1996 (the "Merger Agreement"), among Occidental, OPC Acquisition
Corp., an Oklahoma corporation ("OPC Acquisition") and a wholly-owned subsidiary
of Occidental, the Selling Stockholder and Natural Gas Odorizing, Inc., an
Oklahoma corporation ("NGO") and a wholly-owned subsidiary of the Selling
Stockholder, OPC Acquisition merged (the "Merger") into NGO. As a result of the
Merger, NGO became a wholly-owned subsidiary of Occidental, and all of the
shares of the capital stock of NGO which were outstanding immediately prior to
the Merger were converted into, and the Selling Stockholder received from
Occidental, the 2,018,928 shares of Common Stock offered hereby.
In a Registration Agreement, dated as of August 30, 1996 (the "Registration
Agreement"), between Occidental and the Selling Stockholder, Occidental agreed,
among other things, to register under the Securities Act the shares of Common
Stock acquired by the Selling Stockholder as a result of the Merger.
USE OF PROCEEDS
The Selling Stockholder will receive all of the net proceeds from the sale
of the shares of Common Stock offered hereby. Occidental will not receive any of
the proceeds from the sale of such shares.
SELLING STOCKHOLDER
This Prospectus relates to the periodic offers and sales by the Selling
Stockholder of the 2,018,928 shares of the Common Stock which were acquired by
the Selling Stockholder as a result of the Merger, all of which shares were
owned by the Selling Stockholder prior to this offering.
The Selling Stockholder may sell any number of the shares of Common Stock
offered hereby, although the Selling Stockholder may choose to hold some or all
of such shares for investment. Occidental is obligated to maintain this
Registration Statement in effect for up to 36 months as provided in the
Registration Agreement.
Except for the ownership interest of the Selling Stockholder in such
2,018,928 shares of the Common Stock, and the contractual relationships provided
in the Registration Agreement and the Merger Agreement, the Selling Stockholder
does not have any material relationship with Occidental.
4
<PAGE> 6
PLAN OF DISTRIBUTION
Occidental will not receive any proceeds from the sale of the shares
offered hereby. The Selling Stockholder has advised Occidental that such shares
may be sold by the Selling Stockholder in one or more transactions (which may
involve one or more block transactions) on the New York Stock Exchange, in
separately negotiated transactions, or in a combination of such transactions;
that each sale may be made either at market prices prevailing at the time of
such sale or at negotiated prices; that some or all of such shares may be sold
through brokers acting on behalf of the Selling Stockholder or to dealers for
resale by such dealers; and that in connection with such sales such brokers and
dealers may receive compensation in the form of discounts or commissions from
the Selling Stockholder and may receive commissions from the purchasers of such
shares for whom they act as broker or agent (which discounts and commissions
may, but are not anticipated to, exceed those customary in the types of
transactions involved). Any broker or dealer participating in any such sale may
be deemed to be an "underwriter" within the meaning of the Securities Act and
will be required to deliver a copy of this Prospectus to any person who
purchases any of such shares from or through such broker or dealer. Any
discounts or commissions received by any such underwriter, dealer or broker may
be deemed to be underwriting discounts or commissions under the Securities Act.
Occidental has agreed to pay and be responsible for the fees and expenses
incurred in connection with the registration of the shares offered hereby and
the qualification of such shares under applicable state securities or Blue Sky
laws. The Selling Stockholder shall generally be responsible for all other fees
and expenses (including brokerage discounts, commissions and fees) relating to
the distribution of such shares. Occidental has agreed to indemnify the Selling
Stockholder and certain other persons against certain liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
Occidental by Robert E. Sawyer, Associate General Counsel of Occidental. Mr.
Sawyer beneficially owns, and has rights to acquire under employee stock
options, an aggregate of less than 1% of the outstanding Common Stock.
EXPERTS
The financial statements and financial statement schedule incorporated by
reference in this Prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
5
<PAGE> 7
(LOGO)
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
The expenses in connection with this offering to be borne by Occidental
are:
<TABLE>
<S> <C>
Registration fee.......................................................... $ 16,317
Printing fees and expenses................................................ 15,000
Accounting fees and expenses.............................................. 15,000
Legal fees and expenses................................................... 15,000
Blue Sky fees and expenses................................................ 2,000
Fees of Transfer Agent and Registrar...................................... 500
Miscellaneous............................................................. 1,183
--------
Total........................................................... $ 65,000
========
- ---------------
* All amounts are estimated except for the registration fee.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances for liabilities incurred in connection
with their activities in such capacities (including reimbursement for expenses
incurred). Occidental's Restated Certificate of Incorporation, as amended,
provides for the elimination of personal liability of its directors to the full
extent permitted by the Delaware General Corporation Law and Occidental has
entered into indemnification agreements with each director and certain officers
providing for additional indemnification. Article VIII of Occidental's By-laws
also provides that Occidental shall indemnify directors and officers under
certain circumstances for liabilities and expenses incurred by reason of their
activities in such capacities. In addition, Occidental has insurance policies
that provide liability coverage to directors and officers while acting in such
capacities.
The Registration Agreement, dated as of August 30, 1996, between Occidental
and the Selling Stockholder provides for indemnification of directors and
officers of Occidental by the Selling Stockholder against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the
"Securities Act").
II-1
<PAGE> 9
ITEM 16. EXHIBITS.
<TABLE>
<S> <C> <C>
4.1 -- Restated Certificate of Incorporation of Occidental, together with all certificates
amendatory thereof filed with the Secretary of State of Delaware through December 23,
1994 (incorporated by reference to Exhibit 3.(i) to Occidental's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994).
4.2 -- By-laws of Occidental, as amended through December 15, 1994 (incorporated by
reference to Exhibit 3.(ii) to Occidental's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994).
4.4 -- Rights Agreement, dated as of October 17, 1986, between Occidental and The Chase
Manhattan Bank (National Association), as the initial Rights Agent thereunder
(subsequently replaced by The Chase Manhattan Bank (formerly known as Chemical Bank),
as successor Rights Agent), together with the form of Rights certificate
(incorporated by reference to Exhibit 4.1 to Occidental's Current Report on Form 8-K
dated October 17, 1987).
5 -- Opinion of Robert E. Sawyer, Esq., Associate General Counsel of Occidental.
23.1 -- Consent of Robert E. Sawyer, Esq. (included in Exhibit 5).
23.2 -- Consent of Arthur Andersen LLP.
24 -- Power of Attorney (reference is hereby made to page II-4).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act, unless such information required to be included in such
post-effective amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), that are incorporated by
reference in this Registration Statement;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement, unless such information is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE> 10
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 11
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Donald
P. de Brier, Robert E. Sawyer, Matthew T. Gay and Scott A. King his or her true
and lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all Amendments (including
Post-Effective Amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on September 13,
1996.
OCCIDENTAL PETROLEUM CORPORATION
By R. R. IRANI
----------------------------------
Ray R. Irani
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
R. R. IRANI Chairman of the Board September 13, 1996
- ------------------------------------------- of Directors and
Ray R. Irani Chief Executive Officer
A. R. LEACH Executive Vice September 13, 1996
- ------------------------------------------- President and Chief
Anthony R. Leach Financial Officer
S. P. DOMINICK Vice President and September 13, 1996
- ------------------------------------------- Controller (Chief
Samuel P. Dominick, Jr. Accounting Officer)
EDWARD P. DJEREJIAN Director September 13, 1996
- -------------------------------------------
Edward P. Djerejian
</TABLE>
II-4
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
ALBERT GORE Director September 13, 1996
- ---------------------------------------------
Albert Gore
ARTHUR GROMAN Director September 13, 1996
- ---------------------------------------------
Arthur Groman
J. ROGER HIRL Director September 13, 1996
- ---------------------------------------------
J. Roger Hirl
JOHN W. KLUGE Director September 13, 1996
- ---------------------------------------------
John W. Kluge
DALE R. LAURANCE Director September 13, 1996
- ---------------------------------------------
Dale R. Laurance
IRVIN W. MALONEY Director September 13, 1996
- ---------------------------------------------
Irvin W. Maloney
GEORGE O. NOLLEY Director September 13, 1996
- ---------------------------------------------
George O. Nolley
JOHN F. RIORDAN Director September 13, 1996
- ---------------------------------------------
John F. Riordan
RODOLFO SEGOVIA Director September 13, 1996
- ---------------------------------------------
Rodolfo Segovia
AZIZ D. SYRIANI Director September 13, 1996
- ---------------------------------------------
Aziz D. Syriani
ROSEMARY TOMICH Director September 13, 1996
- ---------------------------------------------
Rosemary Tomich
</TABLE>
II-5
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of Occidental, together with all
certificates amendatory thereof filed with the Secretary of State of Delaware
through December 23, 1994 (incorporated by reference to Exhibit 3.(i) to
Occidental's Annual Report on Form 10-K for the fiscal year ended December 31,
1994).
4.2 By-laws of Occidental, as amended through December 15, 1994 (incorporated by
reference to Exhibit 3.(ii) to Occidental's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994).
4.4 Rights Agreement, dated as of October 17, 1986, between Occidental and The Chase
Manhattan Bank (National Association), as the initial Rights Agent thereunder
(subsequently replaced by The Chase Manhattan Bank (formerly known as Chemical
Bank), as successor Rights Agent), together with the form of Rights certificate
(incorporated by reference to Exhibit 4.1 to Occidental's Current Report on Form
8-K dated October 17, 1987).
5 Opinion of Robert E. Sawyer, Esq., Associate General Counsel of Occidental.
23.1 Consent of Robert E. Sawyer, Esq. (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (reference is hereby made to page II-4).
</TABLE>
<PAGE> 1
EXHIBIT 5
OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD, SUITE 1500
LOS ANGELES, CALIFORNIA 90024
(310) 208-8800
ROBERT E. SAWYER DIRECT TELEPHONE: (310) 443-6179
ASSOCIATE GENERAL COUNSEL DIRECT FAX: (310) 443-6737
(310) 443-6684
September 13, 1996
Occidental Petroleum Corporation
10889 Wilshire Boulevard
Los Angeles, California 90024
Re: Occidental Petroleum Corporation
Registration Statement on Form S-3
-------------------------------------
Ladies and Gentlemen:
I am an Associate General Counsel of Occidental Petroleum Corporation, a
Delaware corporation ("Occidental"), and have acted as counsel to Occidental in
connection with the preparation of the above-referenced Registration Statement
on Form S-3, filed by Occidental with the Securities and Exchange Commission
(the "Commission") on September 13, 1996 (the "Registration Statement"). The
Registration Statement relates to the registration under the Securities Act of
1933, as amended (the "1933 Act"), of 2,018,928 shares (the "Shares") of Common
Stock, par value $.20 per share, of Occidental. The Registration Statement also
covers the rights (the "Rights") initially to purchase units (the "Units"), each
Unit consisting of one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $1.00 per share, of Occidental, which Rights will be
issued with, and initially attached to and traded with, the Shares. The Rights
will be issued pursuant to the Rights Agreement, dated as of October 17, 1986,
between Occidental and The Chase Manhattan Bank (formerly known as Chemical
Bank), as successor Rights Agent (the "Rights Agreement").
The Shares and the Rights attached thereto are to be sold by Helmerich &
Payne, Inc., which acquired the Shares and such Rights from Occidental as a
result of a merger by a subsidiary of Occidental into Natural Gas Odorizing,
Inc., an Oklahoma corporation ("NGO"), in which merger all of the outstanding
shares of the capital stock of NGO were converted into the Shares and such
Rights.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the 1933 Act.
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
such records of Occidental and all such agreements, certificates of public
officials, certificates of officers or other representatives of Occidental and
others and such other documents, certificates and records as I have deemed
necessary or appropriate as a basis for the opinions set forth herein,
including, without limitation, (i) the Registration Statement (together with the
form of prospectus forming a part thereof), (ii) the Restated Certificate of
Incorporation and By-laws of Occidental, as amended to date, (iii) copies of
certain resolutions adopted by the Board of Directors of Occidental, and of
resolutions adopted by a special pricing committee of such Board of Directors,
relating to the filing of the Registration Statement and any amendments or
supplements thereto, and the issuance of the Shares and the
<PAGE> 2
Rights attached thereto and related matters, and (iv) the Rights Agreement. At a
meeting of the Board of Directors of Occidental relating to the adoption of the
Rights Agreement, the Board of Directors was advised on a number of questions of
Delaware law, including that there is no direct judicial precedent in Delaware
regarding an identical form of rights agreement. In my examination, I have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified,
conformed or photostatic copies and the authenticity of the originals of such
copies. As to any facts material to the opinions expressed herein which I have
not independently established or verified, I have relied upon statements and
representations of officers and other representatives of Occidental and others.
I am a member of the California and New York Bars and for purposes of this
opinion do not hold myself out as an expert on, nor do I express any opinion as
to, the laws of any jurisdiction other than the General Corporation Law of the
State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Shares (for purposes of this paragraph 1, excluding the
Rights) have been duly authorized and are validly issued, fully paid and
nonassessable.
2. The Rights have been duly authorized and are validly issued.
This opinion is furnished to you solely for your benefit in connection with
the filing of the Registration Statement and is not to be used, circulated,
quoted or otherwise referred to for any other purpose without my prior written
consent. I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. I also consent to the reference to me
under the heading "Legal Matters" in the Registration Statement. In giving this
consent, I do not thereby admit that I am included in the category of persons
whose consent is required under Section 7 of the 1933 Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
Robert E. Sawyer
2
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated February 22,
1996 incorporated by reference or included in Occidental Petroleum Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and to
all references to our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
September 12, 1996
