<PAGE>
As filed with the Securities and Exchange Commission on November 16, 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] 333-52053
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 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 $70,000,000 100% $70,000,000 (3) $19,460
==============================================================================================================
</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.
================================================================================
1
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3,
FILE NO. 333-52053
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. 333-52053) declared effective on
May 12, 1998 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>
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 November 16,
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 November 16, 1998
/s/ R. R. Irani* of Directors, President
- ---------------------------- and Chief Executive
Ray R. Irani Officer
/s/ A. R. Leach* Executive Vice November 16, 1998
- ---------------------------- President and Chief
Anthony R. Leach Financial Officer
/s/ S. P. Dominick* Vice President and November 16, 1998
- ---------------------------- Controller (Chief
Samuel P. Dominick Accounting Officer)
/s/ John S. Chalsty* Director November 16, 1998
- ----------------------------
John S. Chalsty
/s/ Edward P. Djerejian* Director November 16, 1998
- ----------------------------
Edward P. Djerejian
Director
- -----------------------------
John E. Feick
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C> <C>
- ---------------------------- Director
Albert Gore
/s/ Arthur Groman* Director November 16, 1998
- ----------------------------
Arthur Groman
/s/ J. Roger Hirl* Director November 16, 1998
- ----------------------------
J. Roger Hirl
- ---------------------------- Director
John W. Kluge
/s/ Dale R. Laurance* Director November 16, 1998
- ----------------------------
Dale R. Laurance
/s/ I. W. Maloney* Director November 16, 1998
- ----------------------------
Irvin W. Maloney
/s/ George O. Nolley* Director November 16, 1998
- ----------------------------
George O. Nolley
/s/ R. Segovia* Director November 16, 1998
- ----------------------------
Rodolfo Segovia
/s/ A.D. Syriani* Director November 16, 1998
- ----------------------------
Aziz D. Syriani
/s/ Rosemary Tomich* Director November 16, 1998
- ----------------------------
Rosemary Tomich
/s/ Donald P. de Brier November 16, 1998
- ---------------------------------
*By: Donald P. de Brier,
as Attorney-in-Fact
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
--- -----------
5.1 Opinion of Robert E. Sawyer, Esq. regarding the Debt Securities
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).
25 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee under the Indenture.
II-3
<PAGE>
EXHIBIT 5.1
November 16, 1998
Occidental Petroleum corporation
10889 Wilshire Boulevard
Los Angeles, California 90024
Re: Occidental Petroleum Corporation
Registration Statement of 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 "462(b)
Registration Statement"), which is to be filed by Occidental on November , 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 "Effective
Registration Statement" and together with the 462(b) Registration Statement, the
"Registration Statement") of Occidental (File No. 333-52053) filed with the
Securities and Exchange Commis sion (the "Commission") on May 7, 1998. The
462(b) Registration Statement relates to the registration under the Securities
Act of $70,000,000 aggregate public offering price of senior debt securities
(the "Debt Securities") of Occidental. The Debt Securities are to be issued
pursuant to an Indenture, dated as of April 1, 1998 (the "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 462(b) Registration Statement
(including the documents incorporated therein, including the Effective
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 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>
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 462(b) 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 (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 462(b) 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,
By: /s/ Robert E. Sawyer
----------------------
Name: Robert E. Sawyer
Title: Associate General Counsel
<PAGE>
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
November 16, 1998
<PAGE>
EXHIBIT 25
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [__]
-----------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-----------
OCCIDENTAL PETROLEUM CORPORATION
(Exact name of obligor 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
(Address of principal executive offices) (Zip code)
-----------
Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE>
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Name Address
- -------------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7a-
29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York (formerly
Irving Trust Company) as now in effect, which contains the authority to
commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 16th day of November, 1998.
THE BANK OF NEW YORK
By: /s/THOMAS C. KNIGHT
-----------------------------
Name: THOMAS C. KNIGHT
Title: ASSISTANT VICE PRESIDENT
<PAGE>
Exhibit 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1998,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
<S> <C>
ASSETS
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin........................... $ 7,301,241
Interest-bearing balances.................... 1,385,944
Securities:
Held-to-maturity securities.................. 1,000,737
Available-for-sale securities................ 4,240,655
Federal funds sold and Securities pur-
chased under agreements to resell............ 971,453
Loans and lease financing
receivables:
Loans and leases, net of unearned
income..................................... 38,788,269
LESS: Allowance for loan and
lease losses............................... 632,875
LESS: Allocated transfer risk
reserve.................................... 0
Loans and leases, net of unearned
income, allowance, and reserve............. 38,155,394
Assets held in trading accounts................ 1,307,562
Premises and fixed assets (including
capitalized leases).......................... 670,445
Other real estate owned........................ 13,598
Investments in unconsolidated
subsidiaries and associated
companies.................................... 215,024
Customers' liability to this bank on
acceptances outstanding...................... 974,237
Intangible assets.............................. 1,102,625
Other assets................................... 1,944,777
-----------
Total assets................................... $59,283,692
===========
LIABILITIES
Deposits:
In domestic offices.......................... $26,930,258
Noninterest-bearing.......................... 11,579,390
Interest-bearing............................. 15,350,868
In foreign offices, Edge and
Agreement subsidiaries, and IBFs............. 16,117,854
Noninterest-bearing.......................... 187,464
Interest-bearing............................. 15,930,390
Federal funds purchased and Securities
sold under agreements to repurchase.......... 2,170,238
Demand notes issued to the U.S
Treasury..................................... 300,000
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Trading liabilities...................... 1,310,867
Other borrowed money:
With remaining maturity of one year
or less.............................. 2,549,479
With remaining maturity of more than
one year through three years......... 0
With remaining maturity of more than
three years.......................... 46,654
Bank's liability on acceptances exe-
cuted and outstanding.................. 983,398
Subordinated notes and debentures........ 1,314,000
Other liabilities........................ 2,295,520
-----------
Total liabilities........................ 54,018,268
-----------
EQUITY CAPITAL
Common stock............................. 1,135,284
Surplus.................................. 731,319
Undivided profits and capital
reserves............................... 3,385,227
Net unrealized holding gains
(losses) on available-for-sale
securities............................. 51,233
Cumulative foreign currency transla-
tion adjustments....................... ( 37,639)
-----------
Total equity capital..................... 5,265,424
-----------
Total liabilities and equity
capital................................ $59,283,692
===========
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot, Director
Thomas A. Renyi, Director
Alan R. Griffith, Director
- --------------------------------------------------------------------------------
