<PAGE> 1
As filed with the Securities and Exchange Commission on April 2, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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, check the following box. [ ]
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. [X] 33-59395
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. [ ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed Maximum Proposed Maximum
Title Of Securities To Be Amount To Be Offering Price Per Aggregate Offering Amount of
Registered Registered Security (1) Price (1) Registration Fee (2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $150,000,000 100% $150,000,000 (3) $44,250
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 457(o) of the Securities Act of 1933, as
amended.
(3) Exclusive of accrued interest, if any.
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<PAGE> 3
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3,
FILE NO. 33-59395
Occidental Petroleum Corporation (the "Company") hereby incorporates
by reference into this Registration Statement on Form S-3 in its entirety the
Registration Statement on Form S-3 (File No. 33-59395) declared effective on
July 12, 1995 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated by reference therein.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 April 2, 1998.
OCCIDENTAL PETROLEUM CORPORATION
By: /s/ R. R. Irani*
------------------------------------
Ray R. Irani
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, 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>
Chairman of the Board April 2, 1998
of Directors, President
/s/ R. R. Irani* and Chief Executive
- ---------------------------------------- Officer
Ray R. Irani
Executive Vice April 2, 1998
/s/ A. R. Leach* President and Chief
- ---------------------------------------- Financial Officer
Anthony R. Leach
Vice President and April 2, 1998
/s/ S. P. Dominick* Controller (Chief
- ---------------------------------------- Accounting Officer)
Samuel P. Dominick
Director April , 1998
- -----------------------------------------
John S. Chalsty
/s/ Edward P. Djerejian* Director April 2, 1998
- ----------------------------------------
Edward P. Djerejian
Director April , 1998
- -----------------------------------------
Albert Gore
</TABLE>
II-1
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Arthur Groman* Director April 2, 1998
- --------------------------------------------
Arthur Groman
/s/ J. Roger Hirl* Director April 2, 1998
- ---------------------------------------------
J. Roger Hirl
/s/ John W. Kluge* Director April 2, 1998
- ---------------------------------------------
John W. Kluge
/s/ Dale R. Laurance* Director April 2, 1998
- ---------------------------------------------
Dale R. Laurance
/s/ Irvin W. Maloney* Director April 2, 1998
- ---------------------------------------------
Irvin W. Maloney
/s/ George O. Nolley* Director April 2, 1998
- ---------------------------------------------
George O. Nolley
Director April , 1998
- ---------------------------------------------
Rodolfo Segovia
Director April , 1998
- ---------------------------------------------
Aziz D. Syriani
/s/ Rosemary Tomich* Director April 2, 1998
- ---------------------------------------------
Rosemary Tomich
/s/ Donald P. de Brier April 2, 1998
- ---------------------------------------------
Donald P. de Brier,
Attorney-in-Fact
- ----------------------------
* By Donald P. de Brier, as Attorney-in-Fact
</TABLE>
II-2
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. Description
------- -----------
<S> <C>
5.1 Opinion of Robert E. Sawyer, Esq. regarding the Debt Securities.
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
tax matters.
23.1 Consent of Independent Auditors (Arthur Andersen LLP).
23.2 Consent of Robert E. Sawyer, Esq. (included in his opinion filed
as Exhibit 5.1).
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
their opinion filed as Exhibit 8.1).
24.1 Power of Attorney.
</TABLE>
II-3
<PAGE> 1
EXHIBIT 5.1
April 2, 1997
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 Associate General Counsel of Occidental Petroleum Corporation,
a Delaware corporation ("Occidental"), and am rendering this opinion in
connection with the preparation of a Registration Statement on Form S-3 (the
"Registration Statement"), which is to be filed by Occidental on April 2, 1998
under Rule 462(b) of the Securities Act of 1933, as amended (the "Securities
Act"), in connection with the Registration Statement on Form S-3 (the "1995
Registration Statement") of Occidental (File No. 33-59395) filed with the
Securities and Exchange Commission (the "Commission") on May 17, 1995. The
Registration Statement relates to the registration under the Securities Act of
$150,000,000 aggregate public offering price of senior debt securities (the
"Debt Securities") of Occidental. The Debt Securities are to be issued pursuant
to an indenture between Occidental and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee").
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities 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 documents as I have deemed necessary or appropriate as a basis for the
opinions set forth herein, including (i) the Registration Statement (including
the documents incorporated or deemed to be incorporated therein by reference,
including the 1995 Registration Statement and the documents incorporated therein
and forming a part thereof), (ii) the Restated Certificate of Incorporation and
By-Laws of Occidental, in each case, as amended to date, (iii) the proposed form
of indenture included as Exhibit 4 to the 1995 Registration Statement (the
"Indenture"), and (iv) copies of certain resolutions adopted by the Board of
Directors of Occidental relating to the execution of the Indenture, the issuance
of the Debt Securities, the filing of the Registration Statement and any
amendments or supplements thereto and related matters. 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
<PAGE> 2
to originals documents of all document 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 express any opinion as to the laws of any jurisdiction
other than the laws of the State of New York, the Federal laws of the United
States and General Corporation Law of the State of Delaware. This opinion is
limited to the laws, including the rules and regulations, as in effect on the
date hereof.
Based upon and subject to the foregoing, I am of the opinion that
when (a) the Registration Statement becomes effective under the Securities Act;
(b) the appropriate officers of Occidental have taken all necessary action
pursuant to Section 301 of the Indenture to fix and approve the terms of the
Debt Securities, including the establishment of the form or forms of
certificates representing the Debt Securities pursuant to Section 201 of the
Indenture; (c) the Indenture pursuant to which the Debt Securities are to be
issued shall have been qualified under the Trust Indenture Act of 1939, as
amended, and duly executed and delivered by Occidental and the Trustee; and (d)
the Debt Securities are duly executed and authenticated in accordance with the
provisions of the Indenture and duly delivered to the purchasers thereof upon
payment of the agreed upon consideration therefore, the Debt Securities will be
validly issued and binding obligations of Occidental, enforceable against
Occidental in accordance with their terms, except as may be subject to or
limited by (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally,
and (ii) general principles of equity (regardless of whether enforcement is
consider in a proceeding in equity or at law).
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 in the category of persons whose
consent is require under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
Robert E. Sawyer
<PAGE> 1
EXHIBIT 8.1
April 2, 1998
Occidental Petroleum Corporation
10889 Wilshire Boulevard
Los Angeles, California 90024
Re: Prospectus Supplement dated April 2, 1998 to
Prospectus dated March 26, 1998 (respectively, the
"Prospectus Supplement" and the "Prospectus")
--------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Occidental Petroleum Corporation, a
Delaware corporation, (the "Company") in connection with the preparation of the
above captioned Prospectus and Prospectus Supplement to be filed with the
Securities and Exchange Commission (the "Com mission") pursuant to Rule 424(b)
of the Securities Act of 1933, as amended (the "Securities Act"), for the
purpose of registration by the Company of (i) $250,000,000 aggregate principal
amount of its 6.50% Senior Notes due April 1, 2005, (ii) $200,000,000 aggregate
principal amount of its 7.20% Senior Debentures due April 1, 2028 and (iii)
$450,000,000 aggregate principal amount of its 6.40% Senior Notes due April 1,
2013, Mandatorily Tendered on April 1, 2003 (collectively, the "Debt
Securities").
Capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Prospectus and the Prospectus
Supplement.
We hereby confirm that, although the discussions set forth in the
above captioned Prospectus and Prospectus Supplement under the headings "UNITED
STATES TAXATION" and "Certain United States Federal Tax Considerations,"
respectively, do not purport to discuss all possible United States federal
income tax consequences of the purchase, ownership, and disposition of Debt
Securities, in our opinion such discussions together constitute, in all material
respects, a fair and accurate summary of the United States federal income tax
consequences of the purchase, ownership, and disposition of Debt Securities,
based upon current law and subject to the qualifications set forth therein.
There can be no assurances that any of the opinions expressed herein will be
accepted by the Internal Revenue Service, or if challenged, by a court. This
opinion is expressed as of the date hereof unless otherwise expressly stated and
applies only to the disclosure under the headings "UNITED STATES TAXATION" and
"Certain United States Federal Tax Considerations" set forth in the Prospectus
and the Prospectus Supplement, respectively, and it assumes that any instrument
that is issued thereunder will have terms
<PAGE> 2
identical to those set forth in such Prospectus or Prospectus Supplement. We
disclaim any undertaking to advise you of any subsequent changes of the facts
stated or assumed herein or any subsequent changes in applicable law.
This opinion is furnished to you solely for your benefit in
connection with the preparation of the Prospectus and Prospectus Supplement and,
except as set forth below, is not to be used, circulated, quoted or otherwise
referred to for any other purpose or relied upon by any other person for any
purpose without our prior written consent. We hereby consent to the use of our
name under the headings "Legal Matters" in the Prospectus and the Prospectus
Supplement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
February 16, 1998, included and incorporated by reference in Occidental
Petroleum Corporation's Form 10-K for the year ended December 31, 1997 and to
all references to our Firm included in this registration statement.
Los Angeles, California ARTHUR ANDERSEN LLP
April 1, 1998
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Donald P. de Brier, Scott A. King, Matthew T. Gay and Robert E. Sawyer 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 the Registration
Statement of Form S-3 of Occidental Petroleum Corporation ("Occidental"), to be
filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, in
connection with the Registration Statement on Form S-3 of Occidental (File No.
33-59395) and 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board April 1, 1998
of Directors, President
/s/ R. R. Irani and Chief Executive
- ------------------------------------- Officer
Ray R. Irani
Executive Vice April 1, 1998
/s/ A. R. Leach President and Chief
- ------------------------------------- Financial Officer
Anthony R. Leach
Vice President and April 1, 1998
/s/ S. P. Dominick Controller (Chief
- ------------------------------------- Accounting Officer)
Samuel P. Dominick
Director April , 1998
- -------------------------------------
John S. Chalsty
/s/ Edward P. Djerejian Director April 1, 1998
- -------------------------------------
Edward P. Djerejian
Director April , 1998
- -------------------------------------
Albert Gore
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Arthur Groman Director April 1, 1998
- -------------------------------------
Arthur Groman
/s/ J. Roger Hirl Director April 1, 1998
- -------------------------------------
J. Roger Hirl
/s/ John W. Kluge Director April 1, 1998
- -------------------------------------
John W. Kluge
/s/ Dale R. Laurance Director April 1, 1998
- -------------------------------------
Dale R. Laurance
/s/ Irvin W. Maloney Director April 1, 1998
- -------------------------------------
Irvin W. Maloney
/s/ George O. Nolley Director April 1, 1998
- -------------------------------------
George O. Nolley
Director April , 1998
- -------------------------------------
Rodolfo Segovia
Director April , 1998
- -------------------------------------
Aziz D. Syriani
/s/ Rosemary Tomich Director April 1, 1998
- -------------------------------------
Rosemary Tomich
</TABLE>
