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Pursuant to Rule 424(b)(1)
Registration No. 333-21019
PROSPECTUS
2,008,493 SHARES
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
COMMON STOCK
($.20 Par Value)
The 2,008,493 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 January 27, 1997, the closing sale
price of the Common Stock on the New York Stock Exchange was $25.50 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 FEBRUARY 4, 1997.
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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).
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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, June 30, 1996 and September 30, 1996;
(iii) Current Reports on Form 8-K, dated January 24, 1996, April 17, 1996,
April 19, 1996, July 22, 1996, October 17, 1996, November 20, 1996, and January
23, 1997; 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.
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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 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 (the "Earlier Registration Statement").
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"; together with that portion
of the Initial Shares not already sold, the "Registrable Shares").
In the Agreement Relating to Registration, dated as of August 30, 1996 (the
"Registration Agreement"), among Occidental and the Selling Stockholders,
Occidental agreed, among other things, to register under the Securities Act the
Registrable Shares by filing with the Commission, as soon as practicable
following the date thereof, the Registration Statement with respect to the sale
by the Selling Stockholders of the Registrable Securities on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act. Occidental also
agreed to keep the Registration Statement effective for a period not to exceed
24 months as specified in greater detail in the Registration Agreement.
Effective January 7, 1997, the Registration Agreement was amended to cover all
of the Registrable Shares, including 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 2,008,493 shares of the Common Stock.
The number of shares of Common Stock (i) owned prior to this offering as a
result of the Merger, (ii) acquired subsequent to the Merger in connection with
certain purchase price adjustments, (iii) previously sold pursuant to the
Earlier Registration Statement and (iv) 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:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF ADJUSTMENT SHARES OF COMMON
COMMON STOCK REGISTRABLE SHARES STOCK PREVIOUSLY
NAME OF HOLDER INITIALLY REGISTERED OF COMMON STOCK SOLD TOTAL REGISTRABLE SHARES
- ---------------------- --------------------- ------------------ ----------------- ---------------------------
<S> <C> <C> <C> <C>
Arthur Craig
Akridge............. 3,525 118 0 3,643
Diana C. Akridge...... 3,525 118 0 3,643
Amelia J. Anello...... 3,525 118 0 3,643
Edward C. Anello...... 3,525 118 0 3,643
Thomas Bellanti....... 4,850 164 0 5,014
Andrew J. Bozzelli.... 58,204 1,971 12,304 47,871
</TABLE>
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<TABLE>
<CAPTION>
NUMBER OF
SHARES OF ADJUSTMENT SHARES OF COMMON
COMMON STOCK REGISTRABLE SHARES STOCK PREVIOUSLY
NAME OF HOLDER INITIALLY REGISTERED OF COMMON STOCK SOLD TOTAL REGISTRABLE SHARES
- ---------------------- --------------------- ------------------ ----------------- ---------------------------
<S> <C> <C> <C> <C>
Mark A. Gamble........ 5,820 197 0 6,017
Connie Green.......... 58,204 1,971 23,281 36,894
Elizabeth Haller...... 66,018 2,235 0 68,253
Corinne B. McVay...... 3,525 118 0 3,643
Michael C. McVay...... 3,525 118 0 3,643
John M. Myles......... 4,850 164 0 5,014
John E. O'Neill....... 48,504 1,642 0 50,146
Gloria P. Parke....... 106,708 3,613 0 110,321
(Gloria P. Parke,
Revocable Trust
Agmt.)
C. Walder Parke....... 662,564 22,436 265,000 420,000
(C. Walder Parke,
Revocable Trust
Agmt.)
Elizabeth G. Spencer,
Ex.................. 121,260 4,106 0 125,366
Jack Phillips......... 11,495 389 0 11,884
Jack Phillips jointly
with Johanna
Phillips............ 407,428 13,796 15,400 405,824
Johanna Phillips...... 1,794 60 0 1,854
Phillips Amanda Elaine
Akridge............. 3,463 117 0 3,580
Grandchildren Trust
Phillips Amanda Elaine
Akridge............. 1,794 60 0 1,854
Grandchildren Trust
dated 11/4/93
Phillips Austin
Leonard Anello...... 8,720 294 8,720 294
Grandchildren Trust
dated 5/24/94
Phillips
Grandchildren's
Trust (Lauren Elese
McVay,
Beneficiary)........ 1,968 65 1,968 65
Steven T. Rabel....... 29,102 985 0 30,087
Thomas W. Roberts..... 84,396 2,857 61,700 25,553
Lawrence E. Saulino... 33,952 1,149 9,700 25,401
Richard T. Schwarz
(Cust. for Bradley
Schwarz)............ 1,731 58 646 1,143
Richard T. Schwarz
(Cust. for Evan
Schwarz)............ 1,731 58 646 1,143
Marcy L. Schwarz TR UA
dated 1/4/95 FBO.... 7,052 238 2,809 4,481
Bradley T. Schwarz
and her
successors
Marcy L. Schwarz TR UA
dated 1/4/95 FBO.... 7,052 238 2,809 4,481
Evan Todd Schwarz
and her
successors
Richard T. Schwarz.... 297,901 10,088 118,520 189,469
Martin Spector........ 24,252 821 0 25,073
William H.
Steinbrink.......... 252,220 8,541 134,250 126,511
</TABLE>
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<TABLE>
<CAPTION>
NUMBER OF
SHARES OF ADJUSTMENT SHARES OF COMMON
COMMON STOCK REGISTRABLE SHARES STOCK PREVIOUSLY
NAME OF HOLDER INITIALLY REGISTERED OF COMMON STOCK SOLD TOTAL REGISTRABLE SHARES
- ---------------------- --------------------- ------------------ ----------------- ---------------------------
<S> <C> <C> <C> <C>
G. Carlos Tejada...... 227,968 7,719 20,000 215,687
Key Equity Capital.... 931,276 31,535 925,456 37,355
--------------------- ------------------ ----------------- ------------
3,493,427 118,275 1,603,209 2,008,493
============== ============= ============== ===================
</TABLE>
The Selling Stockholders may sell any number of the Registrable Shares,
although any of the Selling Stockholders may choose to hold some or all of such
shares for investment. The rights and obligations of the Selling Stockholders in
and to the Registration Agreement shall not be assigned or conveyed except to a
"Permitted Holder," as defined therein, including, without limitation,
relatives, persons receiving rights pursuant to the laws of descent and
distribution and entity affiliates.
Except for the ownership interest of the Selling Stockholders in such
2,008,493 shares of the Common Stock, and the contractual relationships provided
in the Registration Agreement, the Merger 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, charitable donees, estates, successors by testamentary
devise or other Permitted Holders. 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.
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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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(LOGO)
