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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OXY CAPITAL TRUST I
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(Exact name of registrant as specified in its charter)
Delaware 95-7065346
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(State of incorporation) (I.R.S. Employer Identification No.)
10889 Wilshire Boulevard
Los Angeles, California 90024
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(Address of principal executive offices) (Zip Code)
OCCIDENTAL PETROLEUM CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 95-4035997
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(State of incorporation) (I.R.S. Employer Identification No.)
10889 Wilshire Boulevard
Los Angeles, California 90024
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), check the following box. [_]
Securities Act registration statement file number to which this form
relates: 333-69303.
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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8.16% Trust Originated Preferred Securities New York Stock Exchange, Inc.
(and the Guarantee by Occidental Petroleum
Corporation with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
The title of the class of securities to be registered hereunder is
8.16% Trust Originated Preferred Securities/SM/ (the "TOPrS/SM/"). The
TOPrS were issued by Oxy Capital Trust I and guaranteed by Occidental
Petroleum Corporation ("Occidental") to the extent set forth in the
Preferred Securities Guarantee Agreement described below. A description
of the TOPrS is set forth in the Registration Statement on Form S-3
(File No. 333-69303), filed with the Securities and Exchange Commission
(the "Commission") on December 21, 1998, as amended by Pre-Effective
Amendment No. 1 thereto filed on January 6, 1999 and declared effective
by the Commission on January 8, 1998 (as amended, the "Registration
Statement") under the captions "Description of Securities,"
"Description of Subordinated Debt Securities," "Description of
Preferred Securities," "Description of Preferred Securities Guarantees"
and "Relationship Among Preferred Securities, Preferred Securities
Guarantees and Subordinated Debt Securities Held by Each Trust" and in
the Prospectus Supplement relating thereto dated January 13, 1999 filed
with the Commission on January 14, 1999 pursuant to Rule 424(b)(5)
under the Securities Act of 1933, as amended, under the captions
"Description of Securities," "Certain Terms of the Preferred
Securities" and "Certain Terms of the Subordinated Notes," which
description is hereby incorporated by reference herein. Any form of
prospectus or prospectus supplement that includes such description that
is subsequently filed by the registrant as part of an amendment to the
Registration Statement or otherwise pursuant to Rule 424(b) under the
Securities Act is hereby incorporated by reference herein.
Item 2. Exhibits.
1. Certificate of Trust of Oxy Capital Trust I (incorporated herein by
reference to Exhibit 3.1 to the Registration Statement).
2. Declaration of Trust of Oxy Capital Trust I (incorporated herein by
reference to Exhibit 4.1 to the Registration Statement).
3. Amended and Restated Declaration of Trust of Oxy Capital Trust I
(incorporated herein by reference to Exhibit 4.1 to the Form 8-K/A
of Occidental filed January 22, 1999 (the "Occidental 8-K/A")).
4. Form of Preferred Security of Oxy Capital Trust I (incorporated
herein by reference to Exhibit 4.7 to the Registration Statement).
5. Indenture (Subordinated Debt Securities), dated as of January 20,
1999 (incorporated herein by reference to Exhibit 4.2 to the Form
8-K of Occidental filed January 20, 1999 (the "Occidental 8-K")).
6. Officers' Certificate, dated as of January 20, 1999, pursuant to the
Indenture (incorporated herein by reference to Exhibit 4.4 to the
Occidental 8-K).
7. Form of 8.16% Subordinated Deferrable Interest Notes due 2039
(incorporated herein by reference to Exhibit 4.5 to the Occidental
8-K).
8. Preferred Securities Guarantee Agreement, dated as of January 20,
1999, between The Bank of New York, as Trustee, and Occidental
(incorporated herein by reference to Exhibit 4.3 to the Occidental
8-K/A).
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"Trust Originated Preferred Securities" and "TOPrS" are service marks of Merrill
Lynch & Co., Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, each Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
DATE: January 22, 1999 OXY CAPITAL TRUST I
By: /s/ J. R. Havart
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Name: J. R. Havert
Title: Regular Trustee
By: /s/ A. R. Leach
_______________________
Name: A. R. Leach
Title: Regular Trustee
By: /s/ John R. Zaylor
_______________________
Name: John R. Zaylor
Title: Regular Trustee
OCCIDENTAL PETROLEUM CORPORATION
By: /s/ J. R. Havert
_______________________
Name: J. R. Havert
Title: Vice President and Treasurer
