AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1997
REGISTRATION NO. 333-21019
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SECURITIES AND EXCHANGE COMMISSION
_______________
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
OCCIDENTAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-4035997
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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)
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EXPLANATORY STATEMENT
Pursuant to this Post-Effective Amendment No. 1 to its
Registration Statement on Form S-3 (Registration Number
333-21019), Occidental Petroleum Corporation deregisters all
shares of its common stock, $.20 par value per share,
heretofore registered and not previously sold, except for
those additional shares which became subject to the
Registration Statement in February 1997 and are referred to
as the Adjustment Shares. The reason for deregistration is
that all shares which were registered became tradable
pursuant to Rule 144 under the Securities Act of 1933, as
amended, on August 30, 1997, other than the Adjustment
Shares, which amount to only 118,275 shares. Approximately
740,436 shares were sold pursuant to the Registration
Statement. All shares other than the Adjustment Shares,
which continue to be covered hereby, are now being
deregistered. The Adjustment Shares will remain subject to
this Registration Statement until January 9, 1998, unless
previously sold as described under the caption "Plan of
Distribution" in the amended prospectus included herein.
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<PAGE>
PROSPECTUS
118,275 SHARES
[LOGO] OCCIDENTAL PETROLEUM CORPORATION
Common Stock
($.20 Par Value)
The 118,275 shares of the Common Stock, par value $.20 per
share (the "Common Stock"), of Occidental Petroleum
Corporation ("Occidental") offered hereby are offered for
the accounts of the former shareholders of Laurel
Industries, Inc. identified in this Prospectus under the
caption "Selling Stockholders" (collectively, the "Selling
Stockholders"). 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
October 7, 1997, the closing sale price of the Common Stock
on the New York Stock Exchange was $29.50 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. The Common Stock may be offered or sold
by the Selling Stockholders named herein, or, under certain
circumstances, by their relatives, charitable donees,
estates, successors by testamentary devise or other
Permitted Holders. See "Plan of Distribution".
THE DATE OF THIS PROSPECTUS IS OCTOBER 8, 1997.
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING
MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE HEREIN MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY OCCIDENTAL OR THE
SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE SECURITIES COVERED BY THIS
PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER OR SOLICITATION
BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL
FOR SUCH PERSON TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS AT ANY TIME NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE HEREOF.
_______________
AVAILABLE INFORMATION
Occidental is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission
by Occidental can be inspected and copied at the public
reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and should also be available for inspection and
copying at the 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. 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. Such reports, proxy
statements and other information can also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York and the Pacific Stock Exchange, 115
Sansome Street, Suite 1104, San Francisco, California.
This Prospectus constitutes a part of a Registration
Statement on Form S-3 (together with all amendments and
exhibits, the "Registration Statement") filed by Occidental
with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus does not
contain all of the information set forth in the Registration
Statement, and reference is hereby made to the Registration
Statement for further information with respect to Occidental
and the Common Stock offered hereby. Statements contained
herein concerning the provisions of any document filed as an
exhibit to the Registration Statement or otherwise filed
with the Commission are necessarily summaries of such
provisions, and each such statement is qualified in its
entirety by reference to the copy of the applicable document
filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates by reference documents which
are not presented herein or delivered herewith. Occidental
will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any
documents incorporated by reference herein, except for
exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents).
Requests should be directed to Occidental Petroleum
Corporation, 10889 Wilshire Boulevard, Los Angeles,
California 90024, Attention: Vice President and Treasurer
(telephone (310) 208-8800).
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, 1996;
(ii) Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1997 and June 30, 1997;
(iii) Current Reports on Form 8-K, dated January 23, 1997,
April 17, 1997, July 17, 1997 and July 18, 1997; and
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<PAGE>
(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.
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, polymers and plastics and specialty
chemicals. 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 of Merger,
dated August 5, 1996 (the "Merger Agreement"), among Laurel
Industries, Inc., an Ohio corporation ("Laurel"), Occidental
and Oxy Acquisition Corp., an Ohio corporation and a wholly-
owned subsidiary of Occidental (the "Sub"), the Sub merged
(the "Merger") into Laurel, which became a wholly-owned
subsidiary of Occidental. Pursuant to the Merger Agreement,
all of the outstanding shares of the capital stock of Laurel
were converted into the 3,493,427 shares of Common Stock
("Initial Shares"). The Initial Shares were registered with
the SEC pursuant to a previous Registration Statement which
was declared effective by the Commission on September 13,
1996. Subsequently, in connection with an asset sale and
pursuant to certain purchase price adjustment provisions of
the Merger Agreement, as amended, Laurel, Occidental and the
Selling Stockholders agreed that Occidental would on behalf
of Laurel, issue to the Selling Stockholders the additional
118,275 shares of Common Stock offered hereby (the
"Adjustment Shares").
USE OF PROCEEDS
The Selling Stockholders will receive all of the net
proceeds from the sale of the shares of Common Stock offered
hereby. Occidental will not receive any of the proceeds from
the sale of such shares.
SELLING STOCKHOLDERS
This Prospectus relates to the periodic offers and sales
by the Selling Stockholders of an aggregate of 118,275
shares of the Common Stock.
The number of shares of Common Stock offered hereby by
each Selling Stockholder (or, in certain cases, as discussed
under "Plan of Distribution" below, by any Permitted
Holder), are as set forth below:
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NAME OF HOLDER TOTAL ADJUSTMENT SHARES
- ------------------------------- -----------------------
Arthur Craig Akridge........... 118
Diana C. Akridge............... 118
Amelia J. Anello............... 118
Edward C. Anello............... 118
Thomas Bellanti................ 164
Andrew J. Bozzelli............. 1,971
Mark A. Gamble................. 197
Connie Green................... 1,971
Elizabeth Haller............... 2,235
Corinne B. McVay............... 118
Michael C. McVay............... 118
John M. Myles.................. 164
John E. O'Neill................ 1,642
Gloria P. Parke................ 3,613
(Gloria P. Parke,
Revocable Trust
Agmt.)
Estate of C. Walder Parke...... 22,436
Estate of Elizabeth G.
Spencer....................... 4,106
Jack Phillips.................. 389
Jack Phillips jointly
with Johanna Phillips........ 13,796
Johanna Phillips............... 60
Phillips Amanda Elaine
Akridge...................... 117
Grandchildren Trust
Phillips Amanda Elaine
Akridge...................... 60
Grandchildren Trust
dated 11/4/93
Phillips Austin
Leonard Anello............... 294
Grandchildren Trust
dated 5/24/94
Phillips
Grandchildren's
Trust (Lauren Elese
McVay, Beneficiary).......... 65
Steven T. Rabel................ 985
Thomas W. Roberts.............. 2,857
Lawrence E. Saulino............ 1,149
Richard T. Schwarz
(Cust. for Bradley
Schwarz).................... 58
Richard T. Schwarz
(Cust. for Evan
Schwarz).................... 58
Marcy L. Schwarz TR UA
dated 1/4/95 FBO.............. 238
Bradley T. Schwarz
and her
successors
Marcy L. Schwarz TR UA
dated 1/4/95 FBO.............. 238
Evan Todd Schwarz
and her successors
Richard T. Schwarz............. 10,088
Martin Spector................. 821
William H.
Steinbrink.................... 8,541
G. Carlos Tejada............... 7,719
Key Equity Capital............. 31,535
-------
118,275
=======
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The Selling Stockholders may sell any number of the
Adjustment Shares, although any of the Selling Stockholders
may choose to hold some or all of such shares for
investment.
Except for the ownership interest of the Selling
Stockholders in such 118,275 shares of the Common Stock, and
the contractual relationships provided in the Merger
Agreement and related registration agreement (and certain
employment arrangements with Messrs. Tejada and Schwarz),
the Selling Stockholders do not have any material
relationship with Occidental.
PLAN OF DISTRIBUTION
Occidental will not receive any proceeds from the sale of
the shares offered hereby. The Selling Stockholders have
advised Occidental that such shares may be sold by the
Selling Stockholders in one or more transactions (which may
involve one or more block transactions) on the New York
Stock Exchange, in separately negotiated transactions, or in
a combination of such transactions; that each sale may be
made either at market prices prevailing at the time of such
sale or at negotiated prices; that some or all of such
shares may be sold through brokers acting on behalf of the
Selling Stockholders or to dealers for resale by such
dealers; and that in connection with such sales such brokers
and dealers may receive compensation in the form of
discounts or commissions from the Selling Stockholders and
may receive commissions from the purchasers of such shares
for whom they act as broker or agent (which discounts and
commissions may, but are not anticipated to, exceed those
customary in the types of transactions involved). The shares
offered hereby may be offered or sold by the Selling
Stockholders named herein, or, under certain circumstances,
by their relatives. Accordingly, the heirs of such persons
shall be entitled to sell pursuant to this offering. 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 Registrable Shares offered hereby and
the qualification of such shares under applicable state
securities or Blue Sky laws. The Selling Stockholders shall
generally be responsible for all other fees and expenses
(including brokerage discounts and commissions, and fees of
brokers, dealers and other securities professionals)
relating to the distribution of such shares. In addition,
Occidental has agreed to indemnify the Selling Stockholders
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 Scott A. King, Senior Counsel
of Occidental. Mr. King 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.
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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 Post-Effective Amendment
No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City
of Los Angeles, State of California, on October 8, 1997.
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 Amendment to Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE
--------- -----
RAY R. IRANI* Chairman of the Board of
- ------------------------- Directors and Chief
Ray R. Irani Executive Officer
ANTHONY R. LEACH* Executive Vice President
- ------------------------- and Chief Financial Officer
Anthony R. Leach
SAMUEL P. DOMINICK* Vice President and
- ------------------------- Controller (Chief
Samuel P. Dominick, Jr. (Chief Accounting
Officer)
- ------------------------- Director
John S. Chalsty
EDWARD P. DJEREJIAN* Director
- -------------------------
Edward P. Djerejian
- ------------------------- Director
Albert Gore
ARTHUR GROMAN* Director
- -------------------------
Arthur Groman
J. ROGER HIRL* Director
- -------------------------
J. Roger Hirl
JOHN W. KLUGE* Director
- -------------------------
John W. Kluge
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Signature Title
--------- -----
DALE R. LAURANCE* Director
- -------------------------
Dale R. Laurance
IRVIN W. MALONEY* Director
- -------------------------
Irvin W. Maloney
GEORGE O. NOLLEY* Director
- -------------------------
George O. Nolley
JOHN F. RIORDAN* Director
- -------------------------
John F. Riordan
RODOLFO SEGOVIA* Director
- -------------------------
Rodolfo Segovia
AZIZ D. SYRIANI* Director
- -------------------------
Aziz D. Syriani
ROSEMARY TOMICH* Director
- -------------------------
Rosemary Tomich
*By: D. P. DE BRIER October 8, 1997
--------------------
Donald P. de Brier
Attorney-In-Fact
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