SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Occidental Petroleum Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------
<PAGE>
Notice of
2000 Annual Meeting
of Stockholders and
Proxy Statement
2000
OCCIDENTAL PETROLEUM CORPORATION
March 20, 2000
Dear Stockholders:
FRIDAY, APRIL 28, 2000 On behalf of the Board of Directors, it
Santa Monica Civic Auditorium is my pleasure to invite you to
1855 Main Street Occidental's 2000 Annual Meeting of
Santa Monica, California Stockholders, which will be held on
Friday, April 28, 2000, at the Santa
Monica Civic Auditorium, 1855 Main
Street, Santa Monica, California.
Attached is the Notice of Meeting and
MEETING HOURS the Proxy Statement, which describes in
Auditorium Opens 9:30 A.M. detail the matters on which you are
Meeting 10:30 A.M. being asked to vote. These matters
include electing the directors,
ratifying the selection of independent
public accountants, amending
Occidental's Restricted Stock Plan for
Non-Employee Directors, and transacting
any other business that properly comes
before the meeting, including any
stockholder proposals.
ADMISSION TICKET REQUIRED
Also enclosed are a Report to
Stockholders, in which senior management
discusses highlights of the year, and
Occidental's Annual Report on Form 10-K.
As in the past, at the meeting there
will be a report on operations and an
opportunity to ask questions.
Whether you plan to attend the meeting
or not, I encourage you to vote promptly
so that your shares will be represented
and properly voted at the meeting.
Sincerely yours,
[LOGO] /s/ RAY R. IRANI
Dr. Ray R. Irani, Chairman and Chief
Executive Officer
<PAGE>
OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90024
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
o o o
March 20, 2000
To Our Stockholders:
Occidental's 2000 Annual Meeting of Stockholders will be held at 10:30 a.m.
on Friday, April 28, 2000, at the Santa Monica Civic Auditorium, 1855 Main
Street, Santa Monica, California.
At the meeting, stockholders will act on the following matters:
1. Election of directors;
2. Ratification of independent public accountants;
3. Amendment of the 1996 Restricted Stock Plan for Non-Employee
Directors; and
4. Consideration of other matters properly brought before the meeting,
including stockholder proposals. The Board of Directors knows of three
stockholder proposals that may be presented.
These matters are described in detail in the Proxy Statement. The Board of
Directors recommends a vote FOR Items 1, 2 and 3 and AGAINST Items 4, 5 and 6 as
listed on the proxy card.
Stockholders of record at the close of business on March 10, 2000, are
entitled to receive notice of, to attend and to vote at, the meeting.
Whether you plan to attend or not, it is important that you read the Proxy
Statement and either complete, sign and date the attached proxy card and
promptly return it in the enclosed postage-prepaid envelope or follow the
instructions on your proxy card to vote by telephone. This will ensure that your
shares are represented and will save Occidental additional expenses of
soliciting proxies.
Sincerely,
/s/ DONALD P. DE BRIER
Donald P. de Brier
Executive Vice President,
General Counsel and Secretary
PROXY STATEMENT
TABLE OF CONTENTS
o o o
GENERAL INFORMATION............................................................1
CORPORATE GOVERNANCE POLICIES..................................................2
ELECTION OF DIRECTORS..........................................................4
Information Regarding the Board of
Directors and its Committees..............................................7
Certain Relations and Related Transactions................................8
Section 16(a) Beneficial Ownership
Reporting Compliance......................................................8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT..........................................................9
EXECUTIVE COMPENSATION........................................................10
Compensation Tables......................................................10
Employment Agreements....................................................13
Report of the Compensation Committee.....................................15
Performance Graph........................................................17
RATIFICATION OF THE SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS............................................................18
AMENDMENT OF THE 1996 RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS....................................................18
STOCKHOLDER PROPOSALS.........................................................20
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL
MEETING OF STOCKHOLDERS.......................................................23
ANNUAL REPORT.................................................................23
EXHIBIT A -- 1996 RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS, AS PROPOSED
TO BE AMENDED................................................................A-1
<PAGE>
OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90024
- --------------------------------------------------------------------------------
PROXY STATEMENT
o o o
GENERAL INFORMATION
o o o
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Occidental Petroleum Corporation, a
Delaware corporation, for use at the Annual Meeting of Stockholders on April 28,
2000, and at any adjournment of the meeting.
ADMISSION TO MEETING
An admission ticket is required to attend the meeting. Each admission
ticket will admit you and one guest. If you plan to attend the meeting in
person, you must bring the admission ticket attached to the proxy or information
card accompanying this Proxy Statement.
If your shares are held in the name of a bank, broker or other holder of
record and you plan to attend the meeting in person, you will be admitted only
if you have proof of ownership on the record date, such as a bank or brokerage
account statement.
VOTING RIGHTS
This Proxy Statement and accompanying proxy card are being mailed beginning
on or about March 20, 2000, to each stockholder of record as of the close of
business March 10, 2000, which is the record date for the determination of
stockholders entitled to receive notice of, to attend and to vote at, the
meeting. As of the record date, Occidental had outstanding and entitled to vote
368,625,094 shares of common stock. A majority of outstanding shares must be
represented at the meeting, in person or by proxy, to constitute a quorum and to
transact business. The record holder of each share of common stock entitled to
vote at the meeting will have one vote for each share held. Stockholders may not
cumulate their votes.
VOTE REQUIRED
Directors are elected by a plurality of votes cast, with broker nonvotes
being disregarded. A majority of the shares of common stock represented at the
meeting and entitled to vote must vote FOR to approve all other matters.
Abstentions and broker nonvotes have the same effect as votes against on matters
other than the election of directors.
VOTING OF PROXIES
The Board of Directors has designated Drs. Ray R. Irani and Dale R.
Laurance and Mr. Aziz D. Syriani, and each of them, with the full power of
substitution, to vote shares represented by all properly executed proxies. The
shares will be voted in accordance with the instructions on the proxy card. If
no instructions are specified on the proxy card, the shares will be voted:
o FOR all nominees for directors (see page 4);
o FOR the ratification of the independent accountants (see page 18);
o FOR the Amendment of the 1996 Restricted Stock Plan for Non-Employee
Directors (see page 18); and
o AGAINST each of the stockholder proposals (see page 20).
In the absence of instructions to the contrary, proxies will be voted in
accordance with the judgment of the person exercising the proxy on any other
matter presented at the meeting in accordance with Occidental's By-laws.
CONFIDENTIAL VOTING
All proxies, ballots and other voting materials are kept confidential,
unless disclosure is required by applicable law or expressly requested by you,
you write comments on the proxy forms, or the proxy solicitation is contested.
REVOKING A PROXY
You may revoke your proxy or change your vote before the meeting by filing
a revocation with the Secretary of Occidental, by delivering to Occidental a
valid proxy bearing a later date or by attending the meeting and voting in
person.
SOLICITATION EXPENSES
Expense of this solicitation will be paid by Occidental. Georgeson &
Company Inc. has been retained to solicit proxies and assist in distribution and
collection of proxy material for a fee estimated at $15,000 plus reimbursement
of out-of-pocket expenses. Occidental also will reimburse banks, brokers,
nominees and related fiduciaries for the expense of forwarding soliciting
material to beneficial owners of the common stock. In addition, Occidental's
officers, directors and regular employees may solicit proxies but will receive
no additional or special compensation for such work.
1
<PAGE>
CORPORATE GOVERNANCE POLICIES
o o o
Over the past several years, the Board of Directors has adopted and put
into effect a number of important corporate governance policies described below.
The Board of Directors and the management of Occidental believe that good
corporate governance enhances stockholder value. Occidental's corporate
governance policies, principles and guidelines are intended to improve the
performance of Occidental by taking advantage of the collective skills and
experience of Occidental's directors and officers.
BOARD STRUCTURE AND OPERATION
- --------------------------------------------------------------------------------
SIZE OF THE BOARD: In determining the size of the Board, the Board of Directors
will consider the level of work required from each director, including the
requirement that certain Committees be composed entirely of Independent
Directors.
DIRECTOR CRITERIA: Independent Directors (as defined below) will comprise at
least two-thirds of the members of the Board.
INDEPENDENT DIRECTOR: An "Independent Director" is a director who:
o Has not been employed by Occidental in any executive capacity within the
last five years;
o Has not received during the current year or any of the three preceding
years, remuneration, other than de minimis remuneration, as a result of
services as an advisor, consultant or legal counsel to Occidental or any
member of senior management or was a significant customer or supplier of
Occidental;
o Has no personal service contract with Occidental or a member of senior
management;
o Is not employed by a company of which an executive officer of Occidental is
a director;
o Has not had a business relationship with Occidental required to be
disclosed under Securities and Exchange Commission regulations other than
for service as a director or for which no more than de minimis remuneration
was received in any one year;
o Is not affiliated with a not-for-profit entity that receives significant
contributions from Occidental;
o Has not had any of the relationships described above with an affiliate of
Occidental; and
o Is not a member of the immediate family of any person described above.
TENURE: Each director will be elected for a term of one year.
RETIREMENT: No person 72 or older will be elected a director.
DIRECTOR COMPENSATION: Compensation for directors shall promote ownership of
Occidental's stock to align the interests of directors and stockholders. For
2000, subject to the proposed amendment of the 1996 Restricted Stock Plan for
Non-Employee Directors, each director will receive a grant of 2,500 shares of
common stock, plus an additional 200 shares of common stock for each committee
chaired, in addition to the cash retainer described below under "Information
Regarding the Board of Directors and its Committees."
EXECUTIVE SESSIONS: The Independent Directors will hold an executive session at
least once a year at which employee directors are not present.
BOARD ADVISORS: The Committees of the Board shall have standing authorization,
on their own decision, to retain legal or other advisors of their choice, which
advisors shall report directly to the Committee that retained them.
LEAD INDEPENDENT DIRECTOR: The Board shall designate a Lead Independent Director
to coordinate the activities of the Independent Directors and, in addition, to
perform the following duties:
o Advise the Chairman as to an appropriate schedule of Board meetings and the
receipt of information from management;
o Provide the Chairman with input on agendas for the Board and Committee
meetings;
o Recommend to the Chairman the retention of consultants who report directly
to the Board;
o Assist in assuring compliance with the corporate governance policies and
recommend revisions to the policies;
o Coordinate, develop the agenda for and moderate executive sessions of the
Independent Directors;
o Evaluate, along with the members of the Compensation Committee and the full
Board, the Chief Executive Officer's performance; and
o Recommend to the Chairman the membership of the various Board Committees.
MEMBERSHIP OF COMMITTEES: The Nominating and Corporate Governance Committee, the
Compensation Committee and the Audit Committee will be comprised entirely of
Independent Directors.
2
<PAGE>
BOARD DIVERSITY: The Board is committed to achieving a diverse and broadly
inclusive membership by creating equal opportunity for men and women of every
race, color, religion, ethnicity, national origin and cultural background.
MEETINGS: The Board will hold at least six regularly scheduled meetings each
year.
PERFORMANCE CRITERIA: The Board will establish performance criteria for itself
and, on a regular basis, will evaluate each director and the overall Board.
Board evaluation will include an assessment of whether the Board has the
necessary diversity of skills, backgrounds, experiences, etc. to meet
Occidental's needs. Individual director evaluations will include high standards
for in-person attendance at Board and Committee meetings and consideration of
absences.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE: The following guidelines govern
the conduct of the Nominating and Corporate Governance Committee:
o In consultation with the Chairman of the Board and Chief Executive Officer,
the Committee will make recommendations to the Board concerning the size
and needs of the Board.
o In consultation with the Chairman of the Board and Chief Executive Officer,
the Committee will consider candidates to fill vacant Board positions.
Candidates will be selected for their character, judgment, business
experience, time commitment and acumen.
o The Committee will meet with each prospective new Board nominee and then
will decide whether or not such individual shall be nominated for
membership to the Board. Final approval of nominees shall be determined by
the full Board.
o In consultation with the Chairman of the Board and Chief Executive Officer,
the Committee will be responsible for the periodic review and
interpretation of the corporate governance policies and these guidelines,
as well as consideration of other corporate governance issues that, from
time to time, merit consideration by the entire Board.
o The Committee will consider policies relating to the Board and directors,
including committee structure and size, share ownership and retirement and
resignation.
COMPENSATION PRINCIPLES: The following principles govern all compensation paid
by Occidental to directors, officers and employees:
o Compensation arrangements shall emphasize pay for performance and encourage
retention of those employees who enhance Occidental's performance;
o Compensation arrangements shall promote ownership of Occidental's stock to
align the interests of management and stockholders;
o Compensation arrangements shall maintain an appropriate balance between
base salary and long-term and annual incentive compensation;
o In approving compensation, the recent compensation history of the
executive, including special or unusual compensation payments, shall be
taken into consideration;
o Cash incentive compensation plans for senior executives shall link pay to
achievement of financial goals set in advance by the Compensation
Committee;
o The Compensation Committee shall set annual and long-term performance goals
for the Chairman of the Board and Chief Executive Officer and evaluate his
performance against such goals and the performance of the Company's peer
companies; and
o The Compensation Committee shall meet at least once a year in executive
session, without the Chief Executive Officer.
OTHER GOVERNANCE MEASURES
- --------------------------------------------------------------------------------
ANTI-TAKEOVER MEASURES: Occidental does not have a poison pill, classified board
or similar anti-takeover devices.
CONFIDENTIAL VOTING: All proxies, ballots and other voting material that
identify how a stockholder voted are kept confidential except to permit
tabulation by an independent tabulator, to comply with law, to satisfy a
stockholder's request for disclosure, in connection with a contested proxy
solicitation or if a stockholder writes a comment on a proxy card or ballot.
CODE OF BUSINESS CONDUCT: On February 13, 1997, the Board of Directors adopted a
comprehensive Code of Business Conduct applicable to all directors, officers and
employees that reaffirms Occidental's commitment to high standards of ethical
conduct and reinforces Occidental's business ethics, policies and procedures.
The Audit Committee is responsible for monitoring compliance with the Code of
Business Conduct.
3
<PAGE>
ELECTION OF DIRECTORS
o o o
Unless otherwise specified on the proxy card, proxies received will be
voted FOR Ronald W. Burkle, John S. Chalsty, Edward P. Djerejian, John E. Feick,
J. Roger Hirl, Dr. Ray R. Irani, Dr. Dale R. Laurance, Irvin W. Maloney, Rodolfo
Segovia, Aziz D. Syriani and Rosemary Tomich to serve for a one-year term ending
at the 2001 annual meeting, but, in any event, until his or her successor is
elected and qualified, unless ended earlier due to death, resignation,
disqualification or removal from office. In the event any nominee should be
unavailable at the time of the meeting, the proxies may be voted for a
substitute nominee selected by the Board of Directors.
The following biographical information is furnished with respect to each of
the nominees for election at the 2000 annual meeting.
- --------------------------------------------------------------------------------
[PHOTOGRAPH] RONALD W. BURKLE, 47
Mr. Burkle is the managing partner and
majority owner of The Yucaipa Companies,
a private investment firm that invests
primarily its own capital. He is also
the largest shareholder of Golden State
Foods, the largest supplier of food
products to McDonald's. Mr. Burkle is a
member of the board and chairman of the
executive committee of The Kroger
Company and also a director of Kaufman
and Broad Home Corporation.
Director since 1999
- --------------------------------------------------------------------------------
[PHOTOGRAPH] JOHN S. CHALSTY, 66
Mr. Chalsty has been Chairman of
Donaldson, Lufkin & Jenrette, Inc., an
investment banking firm, since 1996 and
served as President and Chief Executive
Officer from 1986 to 1996. He is also a
director of AXA Financial, Inc., Sappi,
Ltd. and IBP, inc.
Director since 1996
- --------------------------------------------------------------------------------
[PHOTOGRAPH] EDWARD P. DJEREJIAN, 61
Ambassador Djerejian has been founding
Director of the James A. Baker III
Institute for Public Policy at Rice
University since 1994. Before that, he
had a career in foreign service that
included serving as United States
Ambassador to Israel from 1993 to 1994,
as Assistant Secretary of State for Near
Eastern Affairs from 1991 to 1993 and as
U.S. Ambassador to the Syrian Arab
Republic from 1988 to 1991. Ambassador
Djerejian is also a director of GLG
Universal Investments and Global
Industries, Ltd.
Director since 1996
4
<PAGE>
- --------------------------------------------------------------------------------
[PHOTOGRAPH] JOHN E. FEICK, 56
Since 1995, Mr. Feick has been
President, Chief Executive Officer and a
major stockholder of Matrix Solutions
Inc., a provider of environmental
remediation and reclamation services. He
is also chairman and a partner in Kemex
Engineering Services, Ltd., which offers
engineering and design services to the
petrochemical, refining and gas
processing industries. He was president
and chief operating officer of Novacor
Chemicals, a subsidiary of Nova
Corporation, from 1984 to 1994. Mr.
Feick is also a director of Canadian
Occidental Petroleum Ltd. and Fort
Chicago Energy Partners L.P.
Director since 1998
- --------------------------------------------------------------------------------
[PHOTOGRAPH] J. ROGER HIRL, 68
Mr. Hirl has been President and Chief
Operating Officer of Occidental Chemical
Corporation since 1983, its Chief
Executive Officer since 1991 and an
Executive Vice President of Occidental
since 1984. He is also a director of the
Armand Products Company.
Director since 1988
- --------------------------------------------------------------------------------
[PHOTOGRAPH] DR. RAY R. IRANI, 65
Dr. Irani has been Chairman and Chief
Executive Officer of Occidental since
1990 and a director since 1984. He
served as President from 1984 until July
1996. He was Chief Operating Officer
from 1984 to 1990. He was Chairman of
the Board of Directors of Canadian
Occidental Petroleum Ltd. from 1987 to
1999, and he has been Honorary Chairman
of the Board of Directors since 1999.
Dr. Irani is also a director of Cedars
Bank and Kaufman and Broad Home
Corporation.
Director since 1984
- --------------------------------------------------------------------------------
[PHOTOGRAPH] DR. DALE R. LAURANCE, 54
Dr. Laurance has been President of
Occidental since 1996 and a director of
Occidental since 1990. He was Senior
Operating Officer from 1990 to 1999.
Since 1999, he has been President and
Chief Executive Officer of Occidental
Oil and Gas Holding Corporation. He is
also a director of Canadian Occidental
Petroleum Ltd. and Jacobs Engineering
Group Inc.
Director since 1990
5
<PAGE>
- --------------------------------------------------------------------------------
[PHOTOGRAPH] IRVIN W. MALONEY, 69
From 1992 until his retirement in 1998,
Mr. Maloney was President and Chief
Executive Officer of Dataproducts
Corporation, which designs, manufactures
and markets printers and supplies for
computers.
Director since 1994
- --------------------------------------------------------------------------------
[PHOTOGRAPH] RODOLFO SEGOVIA, 63
Mr. Segovia is on the Executive
Committee of Inversiones Sanford, a
diversified investment group with
emphasis in petrochemicals, specialty
chemicals and plastics, where, from 1994
until 1996, he was a managing partner.
A former president of the Colombian
national oil company (Ecopetrol) and
Minister and Senator of the Republic of
Colombia, he has been president and CEO
of Sanford's PVC company and, from 1996
to 1998, of its polypropylene venture.
In 1999, he was visiting Professor of
Management at Lehigh University.
Director since 1994
- --------------------------------------------------------------------------------
[PHOTOGRAPH] AZIZ D. SYRIANI, 57
Mr. Syriani has served since 1978 as the
President and Chief Operating Officer
of The Olayan Group, a diversified
trading, services and investment
organization with activities and
interests in the Middle East and
elsewhere. Mr. Syriani is also a
director of The Credit Suisse Group.
Director since 1983
Lead Independent Director since 1999
- --------------------------------------------------------------------------------
[PHOTOGRAPH] ROSEMARY TOMICH, 62
Miss Tomich has been owner of the Hope
Cattle Company since 1958 and the A. S.
Tomich Construction Company since 1970.
She is also Chairman of the Board of
Directors and Chief Executive Officer,
Livestock Clearing, Inc. and was a
founding director of the Palm Springs
Savings Bank. Miss Tomich is also a
member of the Advisory Board of the
University of Southern California School
of Business Administration and on the
UCLA Foundation Board of Councillors.
Director since 1980
6
<PAGE>
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
- --------------------------------------------------------------------------------
LEAD INDEPENDENT DIRECTOR COMPENSATION COMMITTEE
Aziz D. Syriani Ronald W. Burkle
Irvin W. Maloney (chairman)
EXECUTIVE COMMITTEE Rosemary Tomich
Dr. Ray R. Irani (chairman)
Dr. Dale R. Laurance NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Aziz D. Syriani Edward P. Djerejian
Rosemary Tomich Aziz D. Syriani (chairman)
Rosemary Tomich
AUDIT COMMITTEE ENVIRONMENT, HEALTH & SAFETY COMMITTEE
Irvin W. Maloney Edward P Djerejian
Aziz D. Syriani John E. Feick
Rosemary Tomich (chairman) Rodolfo Segovia (chairman)
Rosemary Tomich
- --------------------------------------------------------------------------------
The Board of Directors held seven regular meetings during 1999. Each
director attended at least 75 percent of the meetings of the Board of Directors
and the committees of which he or she was a member.
In 1999, the Board of Directors had a Lead Independent Director and five
standing committees: Executive; Audit; Compensation; Nominating and Corporate
Governance; and Environmental, Health and Safety. The general duties of the Lead
Independent Director and the committees are described below. From time to time,
the Board of Directors delegates additional duties to the standing committees.
The Lead Independent Director coordinates the activities of the independent
directors, advises the Chairman on the schedule and agenda for Board meetings,
assists in assuring compliance with Occidental's corporate governance policies,
assists the Compensation Committee in evaluating the Chairman's performance and
recommends to the Chairman membership of the various Board committees.
The Executive Committee, to the extent permitted by law, exercises the
powers of the Board of Directors with respect to the management of the business
and affairs of Occidental between meetings of the Board of Directors. The
Executive Committee acted once by unanimous written consent in lieu of a meeting
during 1999.
The Audit Committee recommends the firm of independent public accountants
to audit the consolidated financial statements, books, records and accounts of
Occidental and its subsidiaries; discusses the scope and results of the audit
with the independent public accountants; discusses Occidental's financial
accounting and reporting principles and the adequacy of Occidental's internal
accounting, financial and operating controls with the accountants and with
management; reviews all reports of internal audits submitted to the Audit
Committee and management's responses thereto; reviews the appointment of the
senior internal auditing executive; and oversees all matters relating to
Occidental's compliance program. The Audit Committee held six meetings in 1999.
The Compensation Committee administers Occidental's stock-based incentive
compensation plans, including selecting participants, making grants and setting
performance targets; periodically reviews the performance of the plans and their
rules; reviews and approves the annual salaries, bonuses and other benefits of
all executive officers; reviews new executive compensation programs; and
periodically reviews the operation of existing executive compensation programs
as well as policies for the administration of executive compensation. The
Compensation Committee held five meetings and acted once by unanimous written
consent in 1999. The Compensation Committee's report on executive compensation
begins at page 15.
The Nominating and Corporate Governance Committee recommends candidates for
election to the Board and, in addition, is responsible for corporate governance
as described above under "Corporate Governance Policies." The Nominating and
Corporate Governance Committee will consider nominees recommended by
stockholders if the stockholder recommendations are forwarded to the Secretary
of Occidental and are otherwise in compliance with Occidental's By-laws. Under
Occidental's By-laws, nominations for directors, other than those made by the
Board of Directors, must be received 70 to 90 days prior to the anniversary date
of the prior year's annual meeting. If the meeting date is not within 30 days of
the anniversary date, the nomination must be received not later than the tenth
day following the earlier of the day on which the notice of the meeting date was
mailed or the day public disclosure of the new date was made. The stockholder's
7
<PAGE>
nomination must include the information required by the By-laws. The Nominating
and Corporate Governance Committee held two meetings in 1999.
The Environmental, Health and Safety Committee reviews and discusses with
management the status of health, environment and safety issues, including
compliance with applicable laws and regulations, the results of internal
compliance reviews and remediation projects; and reports periodically to the
Board on environmental, health and safety matters affecting Occidental and its
subsidiaries. The Environmental, Health and Safety Committee held six meetings
in 1999.
COMPENSATION OF DIRECTORS
Non-employee directors are paid a retainer of $25,000 per year, plus $1,000
for each meeting of the Board of Directors or of its committees they attend and,
pursuant to the 1996 Restricted Stock Plan for Non-Employee Directors, currently
receive an annual grant of 2,000 shares of Common Stock, plus an additional 200
shares of Common Stock for each committee he or she chairs. If the amendment of
the 1996 Restricted Stock Plan for Non-Employee Directors is approved, the
annual grant will increase to 2,500 shares. In addition, Occidental pays the
premiums for one non-employee director who participates in the Occidental
Petroleum Corporation Insured Medical Plan and, subject to availability, permits
directors to make use of company aircraft. One director also received $1,000 for
each meeting of the directors of the Occidental Petroleum Charitable Foundation,
Inc. she attended. The Foundation held two meetings in 1999. Employee directors
do not receive compensation for serving as directors.
CERTAIN RELATIONS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
Occidental from time to time uses the services of various investment
banking firms, including Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), of which
Mr. Chalsty is Chairman. The compensation paid to DLJ for services rendered to
Occidental during 1999 did not exceed five percent of DLJ's consolidated gross
revenues for its last full fiscal year.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the
rules issued thereunder, Occidental's executive officers, directors and any
beneficial owner of more than 10 percent of any class of Occidental's equity
securities are required to file with the Securities and Exchange Commission and
the New York Stock Exchange reports of ownership and changes in ownership of
common stock. Copies of such reports are required to be furnished to Occidental.
Based solely on its review of the copies of the reports furnished to Occidental,
or written representations that no reports were required, Occidental believes
that, during 1999, all persons required to report complied with the Section
16(a) requirements.
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
o o o
At the close of business on March 10, 2000, the beneficial owners of common
stock shown below were the only persons known to Occidental to be the beneficial
owners of five percent or more of any class of the outstanding voting securities
of Occidental.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- -------------------------------------------------------------------
<S> <C> <C>
Sanford C. Bernstein & Co. Inc. 44,072,187(1) 12%
767 Fifth Avenue
New York, New York 10153
Barrow, Hanley, Mewhinney & 30,275,064(2) 8.7%
Strauss, Inc.
One McKinney Plaza
3232 McKinney Avenue, 15th Floor
Dallas, Texas 75024-2429.
FMR Corp. 29,828,044(3) 8.1%
82 Devonshire Street
Boston, Massachusetts 02109
- -------------------------------------------------------------------
</TABLE>
(1) Pursuant to the Schedule 13G filed as of February 9, 2000, with the
Securities and Exchange Commission ("SEC"), Sanford C. Bernstein & Co. Inc. has
sole voting power for 22,157,513 shares, shared voting power for 5,084,431 and
sole investment power for all of the shares.
(2) Pursuant to the Schedule 13G filed as of February 8 2000, with the SEC,
Barrow, Hanley, Mewhinney & Strauss, Inc. has sole voting power for 7,164,300
shares, shared voting power for 23,110,764 shares and sole investment power for
all of the shares. Occidental has been advised that 20,894,900 of the shares
(5.68% of the class) are held by Barrow, Hanley as manager of Vanguard Windsor
Funds - Vanguard Windsor II Fund.
(3) Pursuant to the Schedule 13G filed with the SEC as of February 14,
2000, FMR Corp. has sole voting power for 417,414 shares and sole investment
power for all of the shares.
The following table sets forth certain information regarding the beneficial
ownership of common stock as of February 29, 2000, by each of the named
executive officers, the directors of Occidental and all executive officers and
directors as a group. None of the foregoing persons owned any other class of
Occidental's equity securities.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
AMOUNT AND NATURE
NAME OF OF BENEFICIAL PERCENT OF CLASS
BENEFICIAL OWNER OWNERSHIP(1) (COMMON STOCK)(2)
- ----------------------------------------------------------------------
<S> <C> <C>
Ronald W. Burkle 2,000
John S. Chalsty 6,640
Stephen I. Chazen 286,335
Donald P. de Brier 269,590
Edward P. Djerejian 2,806
John E. Feick 3,000
J. Roger Hirl 352,158
Ray R. Irani 2,169,790
Dale R. Laurance 593,437
Irvin W. Maloney 5,658
Rodolfo Segovia 9,115(3)
Aziz D. Syriani 4,750
Rosemary Tomich 8,050
- ----------------------------------------------------------------------
All executive officers
and directors as a
group (23 persons) 4,909,624(4) 1.31%
- ----------------------------------------------------------------------
</TABLE>
(1) Does not include share units or shares acquired after December 31,
1999, under the Occidental Petroleum Corporation Savings Plan (the "Savings
Plan") or the Dividend Reinvestment Plan, respectively. Each executive officer
and director possesses sole voting and investment power with respect to the
shares listed, except for 235,889 shares held by Dr. Irani, 68,276 shares held
by Dr. Laurance, 7,974 shares held by Mr. Hirl, 49,560 shares held by Mr. Chazen
and 55,122 shares held by Mr. de Brier, for which investment power had not
vested pursuant to the Occidental Petroleum Corporation 1995 Incentive Stock
Plan and 2,000 shares held by Mr. Burkle, 1,640 shares held by Mr. Chalsty,
2,606 shares held by Mr. Djerejian, 2,000 shares held by Mr. Feick, 2,750 shares
held by Mr. Maloney, 2,917 shares held by Mr. Segovia, 3,750 shares held by Mr.
Syriani and 3,550 shares held by Miss Tomich, for which investment power has not
vested under the 1996 Restricted Stock Plan for Non-Employee Directors. Shares
shown also include the following shares subject to options exercisable on
February 29, 2000, or becoming exercisable within 60 days thereafter: Dr. Irani,
1,391,668 shares; Dr. Laurance, 410,001 shares; Mr. Hirl, 285,001 shares; Mr.
Chazen, 223,335 shares and Mr. de Brier, 193,335 shares.
(2) Less than one percent for each person listed.
(3) Holdings include 5,000 shares held by Mr. Segovia as trustee for the
benefit of his children.
(4) Holdings include 3,493,918 shares that certain executive officers and
directors could acquire upon the exercise of options exercisable on February 29,
2000, or becoming exercisable within 60 days thereafter, as well as 439,716
shares issued pursuant to the 1995 Incentive Stock Plan for which investment
power had not vested.
9
<PAGE>
EXECUTIVE COMPENSATION
o o o
COMPENSATION TABLES
Set forth below are tables showing: (1) in summary form, the compensation
paid, for the years shown in the table, to Dr. Irani and the four other
highest-paid executive officers of Occidental serving as executive officers on
December 31, 1999; (2) the options and stock appreciation rights granted to such
executives in 1999; (3) exercise and year-end value information pertaining to
stock options and stock appreciation rights granted to such executives; and (4)
long-term incentive plan awards granted and paid to such executives in 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
---------------------------------------- ----------------------------------------
Awards Payouts
--------------------------- -----------
Other Restricted Securities
Annual(1) Stock Underlying LTIP All Other
Name and Salary Bonus Compensation Award(s)(2) Options/SARs Payouts(3) Compensation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ray R. Irani, 1999 $1,200,000 $1,620,000 $ 636,800(4) $2,057,998 800,000 $ 0 $ 560,824(6)
Chairman and Chief 1998 $1,200,000 $ 0 $ 0 $ 479,992 325,000 $ 0 $ 314,492(6)
Executive Officer 1997 $1,688,204 $1,420,000 $1,227,373(4) $2,343,157 1,000,000(5) $ 0 $95,195,500(6)
Dale R. Laurance, 1999 $ 950,000 $1,026,000 $ 88,868(7) $1,045,994 430,000 $ 331,836 $ 300,893(8)
President 1998 $ 950,000 $ 0 $ 71,146(7) $ 237,490 150,000 $ 0 $ 227,041(8)
1997 $ 950,000 $ 750,000 $ 206,885(7) $ 217,504 750,000(5) $ 0 $17,240,374(8)
J. Roger Hirl, 1999 $ 615,000 $ 316,000 $ 91,160(9) $ 0 265,000 $ 204,010 $ 206,358(10)
Executive Vice 1998 $ 615,000 $ 0 $ 91,047(9) $ 106,199 100,000 $ 0 $ 118,324(10)
President 1997 $ 590,000 $ 380,000 $ 92,352(9) $ 101,705 395,000(5) $ 0 $ 116,559(10)
Stephen I. Chazen, 1999 $ 520,000 $ 468,000 $ 0 $ 499,998 290,000 $ 136,627 $ 172,699(11)
EVP and Chief 1998 $ 520,000 $ 0 $ 0 $ 86,413 100,000 $ 0 $ 99,950(11)
Financial Officer 1997 $ 480,000 $ 380,000 $ 0 $ 568,395 385,000(5) $ 0 $ 90,096(11)
Donald P. de Brier 1999 $ 500,000 $ 450,000 $ 0 $ 999,996 220,000 $ 164,696 $ 79,635(12)
EVP, General Counsel 1998 $ 500,000 $ 0 $ 0 $ 86,413 80,000 $ 0 $ 79,079(12)
and Secretary 1997 $ 480,000 $ 370,000 $ 0 $ 83,679 300,000(5) $ 0 $ 75,930(12)
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) "0" indicates that, for the year indicated, the executive officer
listed did not receive perquisites or other personal benefits, securities or
property that exceeded the lesser of $50,000 or 10 percent of the salary and
bonus for such officer.
(2) Includes awards made in January 1999 to each of the executive officers
listed pursuant to the Occidental Petroleum Corporation 1995 Incentive Stock
Plan, subject to a four-year restricted period. During the restricted periods,
dividends are paid on the shares awarded. As of December 31, 1999, Dr. Irani
held 443,036 shares of restricted stock, having a value of $9,580,654; Dr.
Laurance 96,468 shares, having a value of $2,086,121; Mr. Hirl 23,680 shares,
having a value of $512,080; Mr. Chazen 59,907 shares, having a value of
$1,295,489; and Mr. de Brier 67,554 shares, having a value of $1,460,855.
(3) The payout was determined based on a peer company comparison of total
stockholder return. See "Report of the Compensation Committee" at page 15 for
information concerning the amendment of the awards to replace the original peer
group that had become unsuitable. "0" indicates that, for the year indicated, no
grant was made.
(4) Includes for 1999 and 1997, respectively, unless otherwise noted:
$486,918 and $1,026,877 of reimbursements, pursuant to Dr. Irani's employment
agreement prior to its amendment, for state income tax expenditures for periods
prior to the amendment of his contract; $54,882 and $11,670 for club dues;
$95,000 and $10,132 for tax preparation services; $87,745 for financial planning
services (1997 only); $75,462 for legal services (1997 only); and $15,487 for
use of company aircraft (1997 only).
(5) See "Report of the Compensation Committee" at page 15 for information
concerning the amendment of the termination and vesting provisions of certain of
these options.
(6) Includes for 1999, 1998 and 1997, respectively, unless otherwise noted:
$95,000,000 (1997 only) for restructuring employment contract; $122,472,
$123,065 and $107,134 of director's fees paid by an equity investee of
Occidental; $7,200, $7,200 and $7,200 credited pursuant to the Occidental
Petroleum Corporation Savings Plan (the "Savings Plan"); $13,200, $13,200 and
$13,200 credited pursuant to the Occidental Petroleum Corporation Retirement
Plan (the "Retirement Plan"), a tax-qualified, defined contribution plan that
provides retirement benefits for salaried employees of Occidental and certain of
its subsidiaries; $133,785, $133,680 and $37,899 credited pursuant to the
Occidental Petroleum Corporation Senior Executive Supplemental Retirement Plan
(the "Senior Retirement Plan"), a nonqualified plan that was established to
provide designated
10
<PAGE>
senior executives of Occidental and its subsidiaries with benefits that will
compensate them for certain limitations imposed by federal law on contributions
that may be made pursuant to the Retirement Plan and Savings Plan; and $284,167,
$37,347 and $30,067 of accrued interest on deferred compensation.
(7) Includes for 1999, 1998 and 1997, respectively, unless otherwise noted,
$34,999, $11,001 and $87,982 for club membership and dues; $75,462 (1997 only)
for legal services; $48,795, $59,145 and $42,441 for personal use of company
aircraft; and $5,074, $1,000 and $1,000 for tax preparation services.
(8) Includes for 1999, 1998 and 1997, respectively, unless otherwise noted:
$17,000,000 (1997 only) for restructuring employment contract; $67,872, $58,956
and $67,987 of director's fees paid by an equity investee of Occidental; $7,200,
$7,200 and $7,200 credited pursuant to the Savings Plan; $13,200, $13,200 and
$13,200 credited pursuant to the Retirement Plan; $134,497, $132,930 and
$133,080 credited pursuant to Senior Retirement Plan; and $78,124, $14,755 and
$18,907 of accrued interest on deferred compensation.
(9) Includes for 1999, 1998 and 1997, respectively, unless otherwise noted:
$48,011, $53,077 and $61,807 for personal use of company aircraft; $3,300,
$10,251 and $550 for tax and financial planning services; $36,360, $25,434 and
$23,505 for club dues; $3,489, $2,285 and $1,072 for automobile maintenance; and
$5,418 (1997 only) for spousal travel.
(10) Includes for 1999, 1998 and 1997, respectively, unless otherwise
noted: $7,200, $7,200 and $7,200 credited pursuant to the Savings Plan; $11,600,
$11,600 and $11,600 credited pursuant to the Retirement Plan; $80,068, $79,255
and $75,280 credited pursuant to the Senior Retirement Plan; and $107,490,
$20,269 and $22,479 of accrued interest on deferred compensation.
(11) Includes for 1999, 1998 and 1997, respectively, unless otherwise
noted: $7,200, $7,200 and $7,200 credited pursuant to the Savings Plan; $13,200,
$13,200 and $13,200 credited pursuant to the Retirement Plan; $62,580, $61,980
and $55,530 credited pursuant to the Senior Retirement Plan; and $89,719,
$17,170 and $14,166 of accrued interest on deferred compensation.
(12) Includes for 1999, 1998 and 1997, respectively, unless otherwise
noted: $7,200; $7,200 and $7,200 credited pursuant to the Savings Plan; $13,200,
$13,200 and $13,200 credited pursuant to the Retirement Plan; and $59,235,
$58,679 and $55,530 credited pursuant to the Senior Retirement Plan.
OPTION/SAR GRANTS IN 1999
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value
Number Percent of Total at Assumed Annual Rates
of Securities Options/SARs of Stock Price Appreciation
Underlying Options/ Granted to Exercise or for Option Term(4)
SARs Granted(1) Employees in Base Price(2) Expiration --------------------------------
Name (#) 1999 ($/Share) Date(3) 5% 10%
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ray R. Irani 6,720 0.13% $14.875 2/16/09 $ 62,864 $ 159,311
293,280 5.61% $14.875 2/16/09 $ 2,743,578 $ 6,952,765
500,000 9.58% $20.500 7/13/09 $ 6,446,170 $ 16,335,860
Dale R. Laurance 6,720 0.13% $14.875 2/16/09 $ 62,864 $ 159,311
123,280 2.36% $14.875 2/16/09 $ 1,153,261 $ 2,922,589
300,000 5.75% $20.500 7/13/09 $ 3,867,702 $ 9,801,516
J. Roger Hirl 6,720 0.13% $14.875 2/16/09 $ 62,864 $ 159,311
83,280 1.60% $14.875 2/16/09 $ 779,068 $ 1,974,312
175,000 3.35% $20.500 7/13/09 $ 2,256,159 $ 5,717,551
Stephen I. Chazen 6,720 0.13% $14.875 2/16/09 $ 62,864 $ 159,311
83,280 1.60% $14.875 2/16/09 $ 779,068 $ 1,974,312
200,000 3.83% $20.500 7/13/09 $ 2,578,468 $ 6,534,344
Donald P. de Brier 6,720 0.13% $14.875 2/16/09 $ 62,864 $ 159,311
63,280 1.21% $14.875 2/16/09 $ 591,972 $ 1,500,174
150,000 2.87% $20.500 7/13/09 $ 1,933,851 $ 4,900,758
All Stockholders as a Group n/a n/a n/a n/a $4,556,830,552 $11,547,903,008
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In February 1999, each of the named executive officers received a
simultaneous grant of Incentive Stock Options ("ISOs") and Non-Qualified Stock
Options ("NQSOs") and another grant of NQSOs in July 1999. The ISOs are listed
first in the foregoing table and the NQSOs are listed second and third. The ISOs
and NQSOs were granted subject to a three-year vesting period, with
approximately one-third of the options granted becoming exercisable each year
commencing on the first anniversary of the grant date and ending on the third
anniversary. The vesting and exercisability of the options will be accelerated
in the event of a Change of Control (as defined in the 1995 Incentive Stock
Plan) and, in the case of the NQSOs awards in July 1999, if the closing price of
the common stock as reported in the New York Stock Exchange - Composite
Transactions is at least $25.00 for twenty consecutive trading days. No stock
appreciation rights were granted in 1999.
(2) Options are granted at market price on the day of the grant. The
exercise price and tax withholding obligations related to exercise may be paid
by delivery of already owned shares or by offset of the underlying shares,
subject to certain conditions.
11
<PAGE>
(3) The options were granted for terms of 10 years, in each case subject to
earlier termination upon the termination of an optionee's employment; after
which termination, the options that have vested remain exercisable (depending on
the cause of termination) for a period of up to the remaining term of each
option in the case of ISOs and NQSOs. However, under the provisions of their
respective employment agreements, the options granted to Drs. Irani and Laurance
become fully vested immediately in the event of termination by Occidental and
are then exercisable as if the termination were due to retirement. Under the
terms of their respective employment agreements, the options granted to Messrs.
Hirl and de Brier continue to vest and are exercisable for the remaining term of
the agreement. See "Employment Agreements" below.
(4) The dollar amounts in these columns are the result of calculations at
the 5% and 10% annual appreciation rates for the term of the options (10 years)
as required by the Securities and Exchange Commission, and therefore are not
intended to predict future appreciation, if any, in the price of Occidental
common stock. The dollar amounts for all stockholders as a group are based on
the July 1999 option grant.
AGGREGATED OPTIONS/SAR EXERCISES IN 1999
AND DECEMBER 31, 1999 OPTION/SAR VALUES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Shares Options/SARs at 12/31/99 at 12/31/99(2)
Acquired Value ------------------------------ ------------------------------
on Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ray R. Irani 0 $0 1,291,668 1,883,332 $1,312,500 $2,587,500
Dale R. Laurance 0 $0 366,667 1,213,333 $ 238,125 $1,215,000
J. Roger Hirl 0 $0 255,001 679,999 $ 175,000 $ 804,375
Stephen I. Chazen 0 $0 193,335 701,665 $ 193,750 $ 832,500
Donald P. de Brier 0 $0 170,001 539,999 $ 77,500 $ 641,250
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the difference between the closing price of the common stock
on the New York Stock Exchange on the exercise date and the option exercise
price.
(2) The value of unexercised in-the-money options is calculated by
multiplying the number of underlying shares by the difference between the
closing price of the common stock on the New York Stock Exchange at 12/31/99 and
the option exercise price.
LONG-TERM INCENTIVE PLAN -- AWARDS IN 1999(1)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Estimated Future Payouts Under
Number of Shares, Performance or Non-Stock Price-Based Plans
Units or Other Period -------------------------------------------------
Other Rights Until Maturation Threshold Target Maximum
Name (#) or Payout (# of shares) (# of shares) (# of shares)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ray R. Irani 99,556 4 years(2) 0 99,556 199,112
Dale R. Laurance 56,296 4 years(2) 0 56,296 112,592
J. Roger Hirl 25,511 4 years(3) 0 25,511 51,022
Stephen I. Chazen 21,570 4 years 0 21,570 43,140
Donald P. de Brier 20,741 4 years(3) 0 20,741 41,487
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Performance Stock Awards were made in January 1999 pursuant to the 1995
Incentive Stock Plan. The number of shares received at the end of the
performance period will depend on the attainment of performance objectives based
on a peer company comparison of total stockholder return. Depending on
Occidental's ranking among its peers and subject to the grantee remaining
employed throughout the performance period, the grantee receives shares of
common stock in an amount ranging from 0% to 200% of the Target Share Award;
provided, however, if the grantee dies, becomes disabled or retires during the
performance period, then the right to receive more than the Target Shares is
forfeited and a portion of the Target Shares is forfeited depending on the days
remaining in the performance period. During the performance period, dividend
equivalents are credited on the Target Shares in an amount equal to the per
share dividend declared per share of common stock and cash equal to the dividend
equivalent is paid to the grantees. In the event of a Change of Control (as
defined in the 1995 Incentive Stock Plan), the grantee's right to receive the
number of Target Shares becomes nonforfeitable.
(2) Under the terms of their respective employment agreements, any
long-term incentive awards granted to Drs. Irani and Laurance become fully
vested immediately in the event of termination by Occidental. See "Employment
Agreements" below.
(3) Under the terms of their respective employment agreements, the
performance period for the entire award granted to Messrs. Hirl and de Brier
continues after termination of employment for the remaining term of the
agreement. See "Employment Agreements" below.
12
<PAGE>
EMPLOYMENT AGREEMENTS
- --------------------------------------------------------------------------------
The following are summaries of the employment agreements between Occidental
and the executive officers named in the Compensation Tables. Copies of the
agreements are available as exhibits to Occidental's periodic reports filed with
the Securities and Exchange Commission.
DR. IRANI
On September 11, 1997, Dr. Irani entered into an amended and restated
employment agreement with Occidental. The agreement, as amended, is for a
five-year term with an annual salary at a minimum rate of $1,200,000, subject to
annual increase (and, as part of across-the-board reductions for other officers,
decrease) at the reasonable discretion of the Board of Directors and the
Compensation Committee. In addition, Dr. Irani is eligible for a discretionary
annual cash bonus and to participate in Occidental's qualified and nonqualified
retirement plans, its incentive stock plan, deferred compensation plan and any
future performance plans adopted by Occidental as well as any group life
insurance, medical care (including coverage for his wife and children),
disability and other plans or benefits which Occidental may provide for him.
Prior to his retirement, Dr. Irani will receive life insurance at least equal to
three times his highest career annual salary plus, during the term of his
employment, six weeks paid vacation each calendar year (which will accrue and
for which he will be entitled to be paid for any accrued but unused vacation
time upon termination of the agreement) and the minimum perquisites to which he
was entitled prior to the effective date of his agreement other than
reimbursement for state income tax. See also footnote (4) to the Compensation
Table on page 10.
Following his retirement or upon the termination of his employment by
Occidental, Dr. Irani will continue to receive life insurance equal to twice his
highest career annual salary, medical benefits and tax and financial planning
services no less favorable than those provided to him prior to such retirement
or termination. If Dr. Irani is married at the time of his death, his wife will
be entitled, for the remainder of her life, to continuation of medical benefits
throughout her life. If Dr. Irani is terminated by Occidental for any reason, or
if Dr. Irani terminates employment because Occidental materially breaches the
agreement, then if such event occurs on or prior to September 11, 2000, Dr.
Irani is entitled to receive three times his highest annual salary and bonus
(subject to certain offsets in the case of termination due to disability)
without obligation to mitigate and, if such event occurs after September 11,
2000, but on or before September 11, 2002, he is entitled to receive two times
his highest annual salary and bonus (subject to certain offsets in the case of
termination due to disability) without obligation to mitigate. In either such
event of termination, Dr. Irani is also entitled to receive his medical, welfare
and life insurance benefits; and if such termination is not due to death or
disability, his existing perquisites and the full and immediate vesting of his
restricted stock, stock options and any other long-term incentive benefits;
provided that the options or stock appreciation rights shall be exercisable as
if he had retired on such date and that nothing in his employment agreement
affects his existing grant agreements. If after termination of his employment,
Dr. Irani is not eligible to participate in Occidental's benefit plans as
contemplated by his employment agreement, then Occidental will provide Dr. Irani
with substantially equivalent benefits and will reimburse him for any additional
tax liabilities incurred by him as a result of his receipt of such benefits.
If Occidental materially breaches the agreement and does not cure the
breach after notice thereof, Dr. Irani may terminate his employment and treat
such occurrence as if it were a termination by Occidental; provided that it
shall not be a material breach if, following the merger or sale of Occidental or
substantially all of its assets, Dr. Irani continues to have substantially the
same executive duties and reports to the acquirer's board of directors. The
agreement also holds Dr. Irani harmless from the effects of any excise or other
taxes payable under or as a result of Sections 280G and 4999 of the Internal
Revenue Code of 1986 or comparable state law by reason of a change of control,
including taxes payable on any amounts paid pursuant to this hold harmless
provision. During and after the term of the agreement, Dr. Irani is entitled to
the payment of all legal fees other than those of a purely personal nature. In
addition, the agreement provides for additional indemnification for Dr. Irani to
the fullest extent permitted by applicable law and for Occidental to maintain
Directors' and Officers' liability insurance with policy limits aggregating not
less than $100 million, insuring Dr. Irani against occurrences which occur
during the term of the agreement.
DR. LAURANCE
On September 11, 1997, Dr. Laurance entered into an amended and restated
employment agreement with Occidental. The agreement, as amended, is for a
five-year term with an annual salary at a minimum rate of $950,000, subject to
annual increase (and, as part of across-the-board reductions for other officers,
decrease) at the reasonable discretion of the Board of Directors and the
Compensation Committee. In addition, Dr. Laurance is eligible for a
discretionary annual cash bonus and to participate in Occidental's qualified and
nonqualified retirement plans, its incentive stock plan, deferred compensation
plan and any future performance plans adopted by Occidental as well as any group
life insurance, medical care (including coverage for his wife and children),
disability and other plans or benefits which Occidental may provide for him.
Prior to his retirement, Dr. Laurance will receive life insurance at least equal
to three times his highest career annual salary plus,
13
<PAGE>
during the term of his employment, the minimum perquisites to which he was
entitled prior to the effective date of his agreement. See also footnote (7) to
the Compensation Table on page 10.
Following his retirement or upon the termination of his employment by
Occidental, Dr. Laurance will continue to receive life insurance equal to twice
his highest career annual salary, medical benefits no less favorable than those
provided to Dr. Laurance prior to such retirement or termination, and tax and
financial planning services. If Dr. Laurance is married at the time of his
death, his wife will be entitled, for the remainder of her life, to continuation
of medical benefits throughout her life. If Dr. Laurance is terminated by
Occidental for any reason, or if Dr. Laurance terminates employment because
Occidental materially breaches the agreement, then if such event occurs on or
prior to September 11, 2000, Dr. Laurance is entitled to receive three times his
highest annual salary and bonus (subject to certain offsets in the case of
termination due to disability) without obligation to mitigate and, if such event
occurs after September 11, 2000, but on or before September 11, 2002, he is
entitled to receive two times his highest annual salary and bonus (subject to
certain offsets in the case of termination due to disability) without obligation
to mitigate. In either such event of termination, Dr. Laurance is also entitled
to receive his medical, welfare and life insurance benefits; and if such
termination is not due to death or disability, the full and immediate vesting of
his restricted stock, stock options and any other long-term incentive benefits;
provided that the options or stock appreciation rights shall be exercisable as
if he had retired on such date and that nothing in his employment agreement
affects his existing grant agreements. If after termination of his employment,
Dr. Laurance is not eligible to participate in Occidental's benefit plans as
contemplated by his employment agreement, then Occidental will provide Dr.
Laurance with substantially equivalent benefits and will reimburse him for any
additional tax liabilities incurred by him as a result of his receipt of such
benefits.
If Occidental materially breaches the agreement and does not cure the
breach after notice thereof, Dr. Laurance may terminate his employment and treat
such occurrence as if it were a termination by Occidental; provided that it
shall not be a material breach if, following the merger or sale of Occidental or
substantially all of its assets, Dr. Laurance continues to have substantially
the same executive duties and reporting relationships. The agreement also holds
Dr. Laurance harmless from the effects of any excise or other taxes payable
under or as a result of Sections 280G and 4999 of the Internal Revenue Code of
1986 or comparable state law by reason of a change of control, including taxes
payable on any amounts paid pursuant to this hold harmless provision. During and
after the term of the agreement, Dr. Laurance is entitled to the payment of all
legal fees other than those of a purely personal nature. In addition, the
agreement provides for additional indemnification for Dr. Laurance to the
fullest extent permitted by applicable law and for Occidental to maintain
Directors' and Officers' liability insurance with policy limits aggregating not
less than $100 million, insuring Dr. Laurance against occurrences which occur
during the term of the agreement.
MR. HIRL
Mr. Hirl has an employment agreement with Occidental for a term expiring in
May 2002, providing for an annual salary of not less than $590,000. If Mr.
Hirl's employment is terminated as a result of incapacity and he is a
participant in and qualifies for benefits under Occidental's Long-Term
Disability Plan, Occidental will pay Mr. Hirl the difference between 60 percent
of his annual salary and the maximum annual disability benefit, for so long as
he remains eligible to receive disability benefits. In the event he is
terminated without cause, Mr. Hirl will receive his then current base salary
rate for a compensation period equal to the shorter of two years or the
remaining term of his agreement with Occidental. During the compensation period,
Mr. Hirl will continue to be eligible to participate in all employee benefit
plans available to salaried employees and senior executives and to exercise
options previously granted him that are or become exercisable. Following the
compensation period, Mr. Hirl will continue as a consultant to Occidental until
May 2002, at an annual salary of $50,000. During the compensation period and any
consulting period, any stock awards granted prior to Mr. Hirl's termination will
continue to vest in the same manner and in the same amounts as if he continued
as a full-time employee.
MR. DE BRIER
Mr. de Brier has an employment agreement with Occidental for a term
expiring in May 2003, providing for an annual salary of not less than $500,000.
If Mr. de Brier's employment is terminated as a result of incapacity and he is a
participant in and qualifies for benefits under Occidental's Long-Term
Disability Plan, Occidental will pay Mr. de Brier the difference between 60
percent of his annual salary and the maximum annual disability benefit, for so
long as he remains eligible to receive disability benefits. In the event he is
terminated without cause, Mr. de Brier will receive his then current base salary
rate for a compensation period equal to the shorter of two years or the
remaining term of his agreement with Occidental. During the compensation period,
Mr. de Brier will continue to be eligible to participate in all employee benefit
plans available to salaried employees and senior executives and to exercise
options previously granted him that are or become exercisable. During the
compensation period, any stock awards granted prior to Mr. de Brier's
termination will continue to vest in the same manner and in the same amounts as
if he continued as a full-time employee.
14
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
- --------------------------------------------------------------------------------
The Compensation Committee of the Board of Directors is responsible for
Occidental's executive compensation programs. The Committee is selected from
members of the Board of Directors who are Independent Directors as defined above
under "Corporate Governance Policies." This report is provided by the Committee
to assist stockholders in understanding the philosophy and objectives underlying
the compensation of Occidental's senior executives.
PHILOSOPHY
Occidental's executive compensation programs are designed to attract and
retain top-quality executive talent and also to provide incentives for them to
enhance stockholder value. The Compensation Committee is guided by the
principles in the "Corporate Governance Policies" described above and believes
that the compensation of Occidental's executives should:
o be closely linked to business performance;
o encourage stock ownership by executives to directly align executive
interests with stockholder interests;
o maintain an appropriate balance between base salary and annual cash
and long-term incentive opportunities;
o target a competitive total compensation level that is at or above the
median pay levels of our peer companies; and
o recognize and reward exceptional individual contributions to the
success of Occidental.
Occidental is firmly committed to the principle of pay-for-performance, and
the programs described below are focused on increasing stockholder value by
linking executive compensation to business performance.
EXECUTIVE COMPENSATION PROGRAMS
Occidental's executive compensation programs are composed of three main
elements:
o Base salary
o Annual cash incentives
o Long-term incentives
Base salary and annual cash incentives are designed to attract and retain
top quality executives and to recognize individual performance and achievement
of business objectives each year. The value of long-term incentives is directly
linked to the performance of the common stock and, therefore, to total
stockholder return. Long-term incentives may take the form of stock options,
stock appreciation rights, performance stock and restricted stock.
In evaluating Occidental's executive compensation programs, the
Compensation Committee solicits the services of outside compensation consultants
and Occidental's compensation staff regarding plan design and industry pay
practices. Occidental participates in a number of compensation surveys each year
that are conducted by third-party compensation consulting firms. These surveys
are focused primarily on major U.S. oil and chemical companies (including
companies within the peer groups selected for the graph presented under the
subheading "Performance Graphs").
CASH COMPENSATION
In determining base salary levels, Occidental maintains an administrative
framework of job levels into which positions are assigned based on internal
comparability and external market data. Base salaries and the other components
of compensation are reviewed annually and adjusted as appropriate to reward
performance and maintain our competitive position.
Since 1995, cash incentive awards have been granted under the Occidental
Petroleum Corporation Executive Incentive Compensation Plan. Participation is
determined by job level and is intended to reward individuals who have a
significant impact on business performance. Under the Executive Incentive
Compensation Plan, 60 percent of a participant's award is based on the
attainment of predetermined financial objectives by Occidental and its
subsidiaries and 40 percent is based on a subjective assessment of the
participant's achievement of predetermined individual performance objectives and
the participant's response to unanticipated challenges during the plan year.
LONG-TERM INCENTIVES
Under the 1995 Incentive Stock Plan, long-term incentives may be awarded in
the form of stock options, stock appreciation rights ("SARs"), restricted stock
and performance stock. All stock options, including performance stock options,
and SARs awarded will be subject to vesting requirements and none may be awarded
at a discount. For executives who are or may be covered employees within the
meaning of Section 162(m) of the Internal Revenue Code, the receipt of
performance stock will be based on the performance objectives specified in the
Plan. For executives who are not likely to be covered employees, the
Compensation Committee may specify other performance measures. Selection for
participation in the 1995 Incentive Stock Plan is made on an assessment of the
executive's potential to influence Occidental's future performance. The
Compensation Committee believes awards under the 1995 Incentive Stock Plan will
create an effective long-term incentive to increase stockholder value and will
provide a retention vehicle for key executives. Further, it is intended that by
providing more compensation that is stock-based, executives will be encouraged
to view Occidental from the stockholders' perspective.
15
<PAGE>
EMPLOYMENT AGREEMENTS
Occidental offers employment agreements to key executives only when it is
in the best interest of Occidental and its stockholders to attract and retain
such key executives and to ensure continuity and stability of management. In
accordance with a policy adopted by the Board of Directors in November 1992, no
employment agreements with new executives will contain provisions, commonly
referred to as "golden parachutes," that provide for additional severance
benefits in the event of a change in control. For a summary of change of control
related provisions in the named executive officers' agreements, see "Employment
Agreements" at page 13.
DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Internal Revenue Code limits the deduction of
compensation paid to the chief executive officer and other named executive
officers to the extent the compensation of a particular executive exceeds $1
million, unless such compensation was based upon stock price appreciation over
market value at the date of grant (in the case of stock options) or
predetermined quantifiable performance goals (in the case of other incentive
compensation) or paid pursuant to a written contract that was in effect on
February 17, 1993. Although the Compensation Committee considers the tax
consequences of its compensation decisions, it is not the policy of the
Committee to pay only deductible compensation, rather the Committee gives
priority to other objectives in circumstances it deems appropriate.
1999 COMPENSATION DECISIONS
None of the named executive officers, including Dr. Irani, received a
salary increase in 1999, in large part, as a result of low oil and commodity
chemical prices that significantly impacted Occidental's business results in
1998 and the first half of 1999.
In December 1998, the Compensation Committee made its determination with
respect to performance stock awards and restricted stock awards granted in
January 1999 under the 1995 Incentive Stock Plan. In making its decisions as to
performance stock awards with respect to the named executives, the Committee
considered competitive practices among peer companies in the oil and chemical
industries and each executive's potential to affect Occidental's future
performance. The Committee decided that Dr. Irani's performance stock award
should be consistent with similar awards to other chief executive officers of
peer companies in the oil and chemical industries. As a result the Committee
approved a performance stock award for Dr. Irani of 99,556 shares.
In February 1999, the Committee approved special grants of stock options
under the 1995 Incentive Stock Plan to Dr. Irani and the other named executive
officers. These grants were made to assure the retention of key employees and to
create an additional incentive for the senior management team to increase
stockholder value during a difficult time for the oil and gas and commodity
chemical industries. Dr. Irani was awarded options for 300,000 shares in
recognition of the importance of his overall leadership.
In July 1999, the Compensation Committee reviewed and approved the annual
stock option grants under the 1995 Incentive Stock Plan. Grants were based on
competitive practices in the oil and chemical industries, as well as a
subjective assessment of each executive's individual performance and potential
to contribute to Occidental's future performance. With respect to Dr. Irani, the
Committee decided that, based on the Committee's compensation philosophy, his
grant of qualified and non-qualified stock options should be based on the value
of stock option grants to other chief executive officers of peer companies in
the oil and chemical industries. Accordingly, the Committee approved a stock
option grant to Dr. Irani of 500,000 shares.
In addition, in July 1999, the Committee amended the termination provisions
and vesting schedule with respect to the performance stock options granted in
July 1997 to Dr. Irani and the other named executive officers. The termination
provisions were amended to permit the options to be exercisable for their
remaining term in the event of the optionee's death, disability or retirement,
which conforms these grants with the Committee's standard practices. The vesting
provision was amended to permit the options to vest on the earlier of (i) the
fifth anniversary date of the grant or (ii) the date the fair market value of
the common stock for twenty consecutive trading days is twenty-five dollars
($25.00) or more. This change will have the effect of eliminating variable
accounting treatment. Neither of these amendments changes the exercise price of
the options.
In December 1999, the Committee granted special restricted stock awards to
Dr. Irani and other selected senior executives, including certain of the named
executive officers, in recognition of their leadership in significantly
improving the financial performance of Occidental and for the successful
settlement of the Cities Service Inc. v. Gulf Oil Corporation litigation. The
Committee awarded Dr. Irani 100,085 shares of restricted stock in recognition of
the improvement in Occidental's performance over the prior year.
Annual bonus awards for 1999 were reviewed by the Committee in February
2000. As described above, awards under the Executive Incentive Compensation Plan
to the named executive officers, including Dr. Irani, are based on the
achievement of predetermined financial goals (60%), including earnings per
share, and the achievement of predetermined individual goals (40%). Because of
the achievement in 1999 of the Company's financial goals and his individual
goals, Dr. Irani received a cash bonus award of $1,620,000.
16
<PAGE>
In February 2000, the Committee also certified the payouts to be made under
the 1995 Incentive Stock Plan for performance stock awards granted in January
1996, for which the performance period ended December 31, 1999. After approving
a plan amendment that authorized the modification of awards to "covered
employees" unless the modification would, in the opinion of counsel to
Occidental, result in the loss of the exemption of the award under Section 162
(m) of the Internal Revenue Code, the Committee determined that, for the named
executives, payouts would be based on Occidental's total stockholder return
ranking relative to the 1999 peer group of companies instead of the peer group
specified in the award agreements. The suitability of substituting the 1999 peer
group of companies was affirmed as appropriate by an independent third party
consultant. Dr. Irani did not receive a performance stock award in January 1996
and therefore was not considered in the Committee's decision.
Respectfully submitted,
COMPENSATION COMMITTEE
Irvin W. Maloney (Chairman)
Ronald W. Burkle
Rosemary Tomich
PERFORMANCE GRAPH
- --------------------------------------------------------------------------------
The following graph compares the yearly percentage change in the cumulative
total return of the common stock with the cumulative total return of the
Standard & Poor's 500 Stock Index and with that of the peer group over the
five-year period ending on December 31, 1999. The graph assumes that $100 was
invested in Occidental common stock, in the stock of the companies in the
Standard & Poor's 500 Index and in the stocks of the peer group companies just
prior to the commencement of the period (December 31, 1994) and that all
dividends received within a quarter were reinvested in that quarter. The peer
group companies are Anadarko Petroleum Corporation, Burlington Resources Inc.,
Georgia Gulf Corporation, Kerr McGee Corporation, Lyondell Petrochemical
Company, Occidental, Phillips Petroleum Corporation, Union Carbide Corporation,
Union Pacific Resources Corporation and Unocal Corporation.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
OF OCCIDENTAL COMMON STOCK, THE S&P 500 INDEX AND SELECTED PEER GROUP
(The table below is a tabular representation of graphic materials)
Year Oxy Stock S&P 500 Peer Group
1994 100 100 100
1995 116 138 116
1996 132 169 137
1997 172 226 140
1998 104 290 106
1999 139 351 135
17
<PAGE>
RATIFICATION OF THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
o o o
The Audit Committee of the Board of Directors of Occidental has selected
Arthur Andersen LLP as independent public accountants to audit the consolidated
financial statements of Occidental and its subsidiaries for the year ending
December 31, 2000. Arthur Andersen LLP has audited Occidental's financial
statements annually since 1961. A member of that firm will be present at the
annual meeting, will have an opportunity to make a statement if so desired and
will be available to respond to appropriate questions. If the stockholders do
not ratify the selection of Arthur Andersen LLP, if it should decline to act or
otherwise become incapable of acting or if its employment is discontinued, the
Audit Committee will appoint independent public accountants for 2000, which may
be Arthur Andersen LLP.
The Board of Directors recommends that you vote FOR the proposal to ratify
the selection of Arthur Andersen LLP as independent public accountants for 2000.
Your proxy will be so voted unless you specify otherwise.
AMENDMENT OF THE 1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
o o o
The Board of Directors proposes to amend the Occidental Petroleum
Corporation 1996 Restricted Stock Plan for Non-Employee Directors. Under the
Plan, each non-employee director of Occidental receives awards of restricted
common stock each year as additional compensation for his or her services as a
member of the Board of Directors.
PURPOSE OF AMENDMENTS
Occidental is authorized to issue a maximum of 50,000 shares of common
stock under the Plan. However, as a result of the prior grants under the Plan,
the number of shares currently available for such grants has been reduced to
approximately 22,000. The Board of Directors has determined that this number is
insufficient to maintain the Plan through 2006 when the Plan expires unless
terminated earlier. Additionally, the Board of Directors has determined that the
annual award should be increased, that the Plan should permit grants to
directors who are elected other than at annual meetings and that certain other
provisions require clarification. The Board of Directors has adopted, and
proposes that the stockholders approve the following amendments to the Plan:
o To increase the number of shares of common stock covered by the Plan
from 50,000 to 150,000;
o To increase the annual grant to non-employee directors from 2,000
shares of restricted stock to 2,500 shares of restricted stock;
o To permit grants of restricted stock to directors who are elected
other than at annual meetings; and
o To clarify certain administrative and interpretative provisions of the
Plan.
(NOTE: In the following paragraph, brackets indicate language that has been
stricken through, and parentheses indicate language that has been underlined.)
The principal features of the Plan, including the proposed changes from the
amendments, are summarized below. The full text of the Plan, as proposed to be
amended, is attached as Exhibit A and the following summary is qualified in its
entirety by reference to Exhibit A. In Exhibit A, the materials that would be
deleted from the Plan are [stricken through], and the materials that would be
added by the proposed amendments are (underlined).
DESCRIPTION OF THE PLAN
ELIGIBILITY. Each member of the Board who is neither an officer nor
employee of Occidental is eligible to be granted awards of restricted stock
under the Plan. Directors who are employees of Occidental are not eligible to
participate in the Plan. Currently eight non-employee directors are eligible to
receive awards under the Plan.
AWARDS. The Plan is designed to be a "formula" plan, providing automatic
grants of a fixed number of shares of restricted stock annually. If the Plan
amendments are approved, the annual award of restricted stock made under the
Plan will be increased from 2,000 shares to 2,500 shares. The first award of
such number of shares will be made on the first business day following the 2000
annual meeting, to each non-employee director who is then a member of the Board.
An additional 200 shares of restricted stock are also granted annually to
non-employee directors who chair committees of the Board. If the amendment of
the Plan is approved, the Lead Independent Director will receive the same grant
as each committee chair and a partial grant will be made to non-employee
directors who are elected other than at the annual meeting. Any non-employee
director who is elected to the Board of Directors between annual meetings will
receive a pro rata award determined by multiplying 2,500 by a fraction, the
numerator of which is the number of regularly scheduled board meetings remaining
between the date of his or her election and the next annual meeting and the
denominator of which is the number of regularly scheduled Board meetings between
the most recent annual meeting and the annual meeting.
18
<PAGE>
SHARES AVAILABLE. Currently, a maximum of 50,000 shares of common stock may
be awarded over the 10-year life of the Plan. If the amendment of the Plan is
approved, an additional 100,000 shares of common stock may be awarded, bringing
the total shares available for award over the life of the Plan to 150,000
shares.
ADMINISTRATION. The Compensation Committee of the Board administers the
Plan. While the Compensation Committee has no discretion with respect to the
timing or amount of grants or the class of persons who may be granted shares of
restricted stock under the Plan, the Compensation Committee may adopt such rules
as it deems appropriate in order to carry out the purposes of the Plan. All
questions of interpretation, administration, and application of the Plan are
determined by a majority of the members of the Compensation Committee and all
such determinations will be final and binding. Determinations made with respect
to any individual non-employee director are made without participation by that
director in such determination.
TRANSFERABILITY OF AWARDS. Shares of common stock granted under the Plan
are "restricted" in that the shares may not be sold, assigned, pledged,
hypothecated or otherwise transferred or encumbered during the period of the
non-employee director's service as a member of the Board. During the restricted
period, the certificates representing such shares contain a legend setting forth
the foregoing restrictions and are held by Occidental for the benefit of the
non-employee director grantee. At the end of the restricted period, the shares
of restricted stock are given to the non-employee director free of the
restrictions that were applicable during the restricted period.
CHANGE OF CONTROL. Restrictions applicable to restricted stock lapse upon a
change in control, in which event, the Compensation Committee may authorize a
cash payment in lieu of the issuance of such shares.
VOTING AND DIVIDENDS. During the restricted period, non-employee directors
have the right to receive dividends and to vote the shares held on their behalf.
ADJUSTMENTS, AMENDMENTS, TERMINATION. The Board may, to prevent dilution or
expansion of the rights of any holder of restricted stock, make or provide for
adjustments in the number of shares of common stock awarded under the Plan as it
determines in good faith to be required. The Board may also provide for special
terms for awards in order to facilitate the making of grants of restricted stock
to non-employee directors who are foreign nationals. The Board may amend,
suspend, or terminate the Plan, in its sole discretion, unless such action
requires stockholder approval.
CERTAIN FEDERAL TAX CONSEQUENCES
Under current law, because the restricted stock is not subject to a
substantial risk of forfeiture, a non-employee director receiving shares of
restricted stock recognizes ordinary income for federal income tax purposes in
an amount equal to the fair market value of the shares granted under the Plan on
the date of grant, without regard to any restriction. Each director must include
the fair market value of the shares in such director's gross income for federal
tax purposes in the year of the grant. Occidental is entitled to a corresponding
deduction in the year that the director recognizes income for federal income tax
purposes.
AWARDS UNDER PLAN AS PROPOSED TO BE AMENDED
The following table sets forth the number and dollar value of restricted
stock, which will be awarded under the Plan, to the eight non-employee
directors, if the amendment of the Plan is approved by the stockholders. The
information provided assumes that each non-employee director currently chairing
a Committee of the Board will continue in that position.
<TABLE>
<CAPTION>
- -----------------------------------------------------------
DOLLAR VALUE # OF SHARES OF
NAME AND POSITION ($)(1) RESTRICTED STOCK
- -----------------------------------------------------------
<S> <C> <C>
Non-Employee Director:
Ronald W. Burkle $ 43,125 2,500
John S. Chalsty $ 43,125 2,500
Edward P. Djerejian $ 43,125 2,500
John E. Feick $ 43,125 2,500
Irvin W. Maloney(2) $ 46,575 2,700
Rodolfo Segovia(3) $ 46,575 2,700
Aziz D. Syriani(4) $ 50,025 2,900
Rosemary Tomich(5) $ 46,575 2,700
- -----------------------------------------------------------
Non-Employee Director
Group (eight persons) $362,250 21,000
- -----------------------------------------------------------
</TABLE>
(1) Based on the fair market value of the common stock on March 6, 2000.
(2) Chairman of Compensation Committee.
(3) Chairman of Environmental, Health and Safety Committee.
(4) Chairman of Nominating and Corporate Governance Committee.
(5) Chairperson of Audit Committee.
The Board of Directors recommends that you vote FOR the proposal to amend
the Plan. Your proxy will be so voted unless you specify otherwise.
19
<PAGE>
STOCKHOLDER PROPOSALS
o o o
Occidental has been advised by five holders of common stock of their
intention to introduce at the annual meeting the following proposals and
supporting statements. The Board of Directors disclaims any responsibility for
the content of the proposals and for the statements made in support thereof,
which are presented as received from the stockholders.
STOCKHOLDER PROPOSAL REGARDING MAXIMIZING STOCKHOLDER VALUE
- --------------------------------------------------------------------------------
Charles Miller, 23 Park Circle, Great Neck, New York 11024, the owner of
150 shares of common stock has notified Occidental that he intends to present
the following proposal at the 2000 annual meeting.
"Resolved that the shareholders of Occidental Petroleum Corporation urge
the Occidental Petroleum Corporation Board of Directors to arrange for the
prompt sale of Occidental Petroleum Corporation to the highest bidder."
SUPPORTING STATEMENT
"The purpose of the Maximize Value Resolution is to give all Occidental
Petroleum Corporation shareholders the opportunity to send a message to the
Occidental Petroleum Corporation Board that they support the prompt sale of
Occidental Petroleum Corporation to the highest bidder. A strong and or majority
vote by the shareholders would indicate to the board the displeasure felt by the
shareholders of the shareholder returns over many years and the drastic action
that should be taken. Even if it is approved by the majority of the Occidental
Petroleum Corporation shares represented and entitled to vote at the annual
meeting, the Maximize Value Resolution will not be binding on the Occidental
Petroleum Corporation Board. The proponent however believes that if this
resolution receives substantial support from the shareholders, the board may
choose to carry out the request set forth in the resolution:
The prompt auction of Occidental Petroleum Corporation should be
accomplished by any appropriate process the board chooses to adopt including a
sale to the highest bidder whether in cash, stock, or a combination of both. It
is expected that the board will uphold its fiduciary duties to the utmost during
the process.
The proponent further believes that if the resolution is adopted, the
management and the board will interpret such adoption as a message from the
company's stockholders that it is no longer acceptable for the board to continue
with its current management plan and strategies.
I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION"
THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE FOREGOING STOCKHOLDER
PROPOSAL
The Board of Directors is open to all types of initiatives to build
stockholder value. The Board continuously evaluates Occidental's assets to
determine how best to maximize their value. Accordingly, the Board is in the
best and most informed position to evaluate and consider all of the options that
may be available to Occidental from time to time including if, when and under
what conditions a sale of Occidental should be considered.
The Board will continue to consider all options for enhancing Occidental's
value and will pursue the course of action that it believes will best achieve
that objective. Arranging for the prompt sale of Occidental to the highest
bidder, without regard to the relative merits of other alternatives or the
results of any process to explore that possibility, would create a "forced sale"
atmosphere that could force Occidental to negotiate with bidders from a position
of weakness and reduce the value that stockholders would receive from a sale of
Occidental.
Accordingly, the Board of Directors recommends that you vote AGAINST the
foregoing stockholder proposal. Your proxy will be so voted unless you specify
otherwise on the proxy card.
STOCKHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
Robert D. Morse, 212 Highland Avenue, Moorestown, New Jersey 08057, the
owner of 1,900 shares of common stock has notified Occidental that he intends to
present the following proposal at the 2000 annual meeting.
"I propose that the Officers and Directors consider the discontinuance of
all bonuses immediately, and options, rights, SAR's, etc., after termination of
any existing programs for top management. I must also include discontinuance
request of "Severance Contracts", which overpay a person no longer satisfactory
to the Company, just to leave !
This does not include any programs for employees."
SUPPORTING STATEMENT
"Management and Directors are compensated enough to buy on open market,
just as You and I, if they are so motivated.
20
<PAGE>
Management is already well paid with base pay, life insurance, retirement
plans, paid vacations, free use of vehicles and other perks.
Options, rights, SAR's, are available elsewhere, and a higher offer would
induce transfers, not necessarily "attain and hold" qualified persons.
Who writes the objections to my proposal? Is it not the same persons who
nominate and pay the directors who in turn will provide Management these
exorbitant extras above a good base salary? Shareowners should start reading
and realizing that these persons are not providing them entertainment on an
individual choice basis, as do athletes, movie stars, and similar able
performers.
"Align management with shareowners" is a repeated ploy or "line" to lull us
as to continually increasing their take of our assets. Do we get any options to
purchase at previous [presumed] lower rates, expecting prices to increase ?
After taxes, present base salaries are way above the $200,000.00 our
President receives plus free lodging, and Management only looks after a Company,
not the USA and some of the world problems. If they filled out a daily work or
production sheet, what would it show ?
Please vote "YES" for this proposal,"
THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE FOREGOING STOCKHOLDER
PROPOSAL
Bonuses and stock-based awards are an integral part of Occidental's
executive compensation programs. Neither type of award is, as has been
characterized in the proposal, an additional "perk" - rather, Occidental's
executive compensation programs are designed to reward good business
performance. Awards of cash incentives are determined both by business and
individual performance. The value of long-term incentives, including stock and
stock options, are directly linked to the stock value appreciation shared by all
of Occidental's stockholders. Elimination of cash and long-term incentives would
eliminate the link between executive compensation and business performance.
Occidental's executive compensation programs are also designed to attract
and retain executives. Without these programs, Occidental would face a
competitive disadvantage when compared with other major U.S. corporations, and
would have difficulty hiring and keeping the best executives.
Accordingly, the Board of Directors recommends that you vote AGAINST the
foregoing stockholder proposal. Your proxy will be so voted unless you specify
otherwise on the proxy card.
STOCKHOLDER PROPOSAL REGARDING RISK ANALYSIS REPORT
- --------------------------------------------------------------------------------
The Sinsinawa Dominicans, 2128 South Central Park, Chicago, Illinois 60623,
the owner of 100 shares of common stock, Walden Asset Management, 40 Court
Street, Boston, Massachusetts 02108, the owner of 1,100 shares of common stock,
and Mercy Health Services, 34605 Twelve Mile Road, Farmington Hills, Michigan
48331, the owner of 3,600 shares of common stock, have each notified Occidental
that they intend to present the following proposal at the 2000 annual meeting.
"WHEREAS: the company is concerned that elders of the U'wa tribe in the
cloudforest/rainforest of Columbia, South America, have threatened to walk off a
1400 foot cliff in a mass suicide if Occidental drills on their sacred land.
RESOLVED: The Board of Occidental Petroleum shall hire a major independent
business analysis firm to write and distribute a risk analysis report addressing
the potential impact on long term profitability, including any future decline in
stock price, which may occur due to the threat of mass suicide."
SUPPORTING STATEMENT
"In February of 1992, Occidental acquired exploration rights in the country
of Colombia. At the 1998 annual shareholder meeting, this territory was one of
two showcased as having critical importance to the future of the company.
However, on that land live a tribe of indigenous peoples call the U'wa. At
present, the U'wa in the regions of Boyaca, Santander, and North Santander claim
to have approximately 5,000 members, in a society based on respect for
traditional government, with spiritual leaders whose purpose is to ensure the
U'wa protect mother earth.
There is a legend among the U'wa, documented by local sources in Colombia,
which recounts that when the Conquistadors invaded U'wa land, elders placed
their children in clay pots, and carried them off the edge of a 1400 foot high
cliff they call the Cliff of Death.
The U'wa are convinced that if Occidental drills on their territory, the
tribe will have failed its worldly mission. Thus, the traditional U'wa
Government has unanimously threatened to advise their communities to walk off
The Cliff of Death if the oil development occurs.
21
<PAGE>
The company has stated that it takes the suicide threat seriously. However,
opposition from local farming communities has intensified the conflict, and
damaging media reports have appeared in the US, UK, Spain, and Germany.
Occidental has already lost its investment partner. In April 1988, Shell
announced that it was selling its shares in the project. The Inter-Departmental
Meeting notes between the Ministry of Mines, Interior, and the Environment
report that "Shell has absolutely no motive to risk its name . . . and it would
prefer to withdraw from the contract of the Association of the Samore Block."
A tribal leader has been acknowledged for his work on this issue, by
delivering the keynote address to the 1998 State of the World Forum, and by
winning the internationally significant Goldman Prize, which brought him to the
White House to meet Vice-President Al Gore, son of a late Occidental board
member.
The decision presently facing the company is well beyond the level of
decisions normally facing corporate management in day-to-day operations.
Occidental's dilemma is not only unique in the industry, but may be unique in
modern history, with far reaching policy implications. As such, the Board has a
responsibility to commission an independent risk analysis, and make the report
available to all shareholders."
THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE FOREGOING STOCKHOLDER
PROPOSAL
Occidental has been a model corporate citizen in Colombia for over thirty
years. The U'wa concern relates to exploration rights acquired by Occidental in
1992 with respect to the Samore Block in the northeastern foothills of the
Colombian Andes, which as reconfigured is in neither the rainforest nor the
cloudforest areas of Colombia. Occidental's activities in Colombia, including
the history of Occidental's discussions with the U'wa, are matters of public
record. The company has relinquished voluntarily portions of the Block that were
encompassed by the U'wa reservation and national park lands. Occidental has made
further efforts to avoid conflict with the U'wa, including moving the site of
its single exploratory well, which is approximately 1.5 miles from the main
road, and reducing the size of the area to be impacted by the well to only five
acres of land. Throughout the process, Occidental has worked within the
Colombian legal system and adhered to the law. Moreover, the project has the
full backing of the Colombian government, which has made efforts to settle the
dispute, including more than tripling the size of the U'wa reservation.
Furthermore, the decision whether to retain outside consultants for advice
on business strategies falls within Occidental's ordinary business operations.
The Board of Directors believes that Occidental's professional staff is as
competent as any independent business analysis firm in assessing the impact, if
any, of the U'wa issue, on the long-term profitability of the project, in
particular, and the company, in general. The Board of Directors does not believe
a report of the type sought by the proponents will provide the company's
stockholders with more or better information than they already have. As
Institutional Shareholder Services, an organization which analyzes proxy
statements and makes voting recommendations to institutional shareholders,
stated last year about this proposal: "The commissioning of an analysis by the
board as requested would not, in our opinion, result in a significant benefit to
anyone except the consulting firm hired."
Accordingly, the Board of Directors recommends that you vote AGAINST the
foregoing stockholder proposal. Your proxy will be so voted unless you specify
otherwise on the proxy card.
22
<PAGE>
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING OF STOCKHOLDERS
o o o
Stockholders interested in submitting a proposal for inclusion in the proxy
statement and proxy card relating to the 2001 Annual Meeting of Stockholders may
do so by following the procedures in Rule 14a-8 under the Securities Exchange
Act of 1934. To be eligible for inclusion, stockholder proposals must be
received at Occidental's executive offices at 10889 Wilshire Boulevard, Los
Angeles, California 90024, addressed to the attention of the Secretary, no later
than November 16, 2000.
Under Occidental's By-laws, stockholders must follow certain procedures to
introduce an item of business at an annual meeting that is not included in the
proxy materials. These procedures provide that an item of business to be
introduced at an annual meeting must be submitted in writing to the Secretary at
10889 Wilshire Boulevard, Los Angeles, California 90024. Notice of the proposed
item of business must be received no later than 70 to 90 days in advance of the
anniversary date of the prior year's meeting. If the meeting date is not within
30 days of the anniversary date, the item of business must be received not later
than the tenth day following the earlier of the day notice of the meeting date
was mailed or the day public disclosure of the new date was made. Notice of the
proposed item of business must include the information required by Occidental's
By-laws.
The chairman of the meeting may refuse to allow the transaction of any item
of business not presented in compliance with Occidental's By-laws. In addition,
the proxies solicited on behalf of the Board of Directors will have
discretionary authority to vote against any such item of business.
ANNUAL REPORT
o o o
Occidental's 1999 Annual Report on Form 10-K is concurrently being mailed
to stockholders. The Annual Report contains consolidated financial statements of
Occidental and its subsidiaries and the report thereon of Arthur Andersen LLP,
independent public accountants.
Sincerely,
/s/ DONALD P. DE BRIER
Donald P. de Brier
Secretary
Los Angeles, California
March 20, 2000
o o o
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. PLEASE COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING FORM OR FORMS OF PROXY IN THE ENCLOSED ENVELOPE
OR FOLLOW THE PROCEDURES OUTLINED ON THE CARD TO VOTE BY TELEPHONE.
23
<PAGE>
(NOTE: Brackets indicate language that has been stricken through, and
parentheses indicate language that has been underlined.)
EXHIBIT A
1996 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS,
AS PROPOSED TO BE AMENDED
1. Purpose. The purpose of the Occidental Petroleum Corporation 1996
Restricted Stock Plan for Non-Employee Directors (the "Plan") is to provide
ownership of Occidental Petroleum Corporation's ("Occidental") Common Stock to
non-employee directors in order to more closely align director and stockholder
interests, to provide a competitive compensation program for directors and to
enhance Occidental's ability to attract and retain top-quality directors.
2. Administration of the Plan.
(a) Members of the Committee. The Plan shall be administered by the
Compensation Committee of the Board (the "Committee"). Members of the Committee
shall be appointed from time to time by the Board and shall serve at the
pleasure of the Board. Any Committee member may resign at any time upon written
notice to the Board.
(b) Authority of the Committee. The Committee shall adopt such rules
as it may deem appropriate in order to carry out the purpose of the Plan. All
questions of interpretation, administration, and application of the Plan shall
be determined by a majority of the members of the Committee then in office,
except that the Committee may authorize any one or more of its members, or any
officer of Occidental, to execute and deliver documents on behalf of the
Committee. The determination of such majority shall be final and binding in all
matters relating to the Plan. Determinations made with respect to any individual
Non-Employee Director shall be made without participation by such Non-Employee
Director in such determination. No member of the Committee shall be liable for
any act done or omitted to be done by such member or by any other member of the
Committee in connection with the Plan, except for such member's own willful
misconduct or as expressly provided by statute.
3. Stock Reserved for the Plan. The number of shares of Common Stock
authorized for issuance under the Plan is [50,000] (150,000), subject to
adjustment pursuant to Section 8 hereof. Shares of Common Stock delivered
hereunder may be Common Stock of original issuance or Common Stock held in
treasury, or a combination thereof.
4. Awards of Restricted Stock.
(a) Annual Awards. On the first business day following each annual
meeting commencing with the 1999 Annual Meeting, each Non-Employee Director who
is then a member of the Board shall be awarded two thousand (five hundred
(2,500)) [(2,000)] whole shares of Restricted Stock.
(b) Special Awards. On the first business day following each annual
meeting, each Non-Employee Director who is then serving as a Chairman of one or
more committees of the Board (or as Lead Independent Director) shall be awarded
two hundred (200) whole shares of Restricted Stock with respect to each such
(position) [Chairmanship], in addition to any Award he or she may be granted
pursuant to Section 4(a) above.
(c) (Interim Awards. If a Non-Employee Director is elected other than
at an annual meeting, then on the first business day following his or her
election as a member of the Board, such newly elected Non-Employee Director
shall be awarded the number of shares (rounded to the nearest whole share) of
Restricted Stock equal to two thousand five hundred (2,500) multiplied by a
fraction, the numerator of which is the number of regularly scheduled Board
meetings remaining between the date of his or her election and the next annual
meeting and the denominator of which is the number of regularly scheduled Board
meetings between the most recent annual meeting and the next annual meeting.)
((d) Effectiveness of Awards.) [Effectiveness of Grants.]
Notwithstanding anything in this Plan to the contrary, no Award made pursuant to
the Plan or any amendment to the Plan shall be effective prior to the requisite
approval of the Plan or such amendment by the stockholders of Occidental. In the
event requisite stockholder approval is not obtained, the Plan, and any Award
thereunder, shall be null and void.
5. Terms and Conditions of Awards. Restricted Stock awarded to a
Non-Employee Director under the Plan shall be subject to the following
restrictions:
(a) During the period of the Director's service as a member of the
Board (the "Restriction Period"), any shares of Common Stock awarded under the
Plan shall not be sold, assigned, pledged, hypothecated or otherwise transferred
or encumbered. During the Restriction Period, the certificate representing such
shares of Common Stock shall contain a statement referring to the restrictions
contained in this Section 5(a) and such certificate shall be held by the
Company. Except as provided in Section 9, as soon as practicable after the lapse
of restrictions applicable to Restricted Stock, all shares of Restricted Stock
held by the Company for the benefit of a Non-Employee Director shall be given to
such Non-Employee Director, free and clear of any restrictions applicable
thereto during the Restriction Period.
A-1
<PAGE>
(b) Whenever cash dividends are paid by Occidental on outstanding
Common Stock, each Non-Employee Director will receive in cash all dividends paid
on the Restricted Stock then held by the Company for the benefit of such
Non-Employee Director on the record date for the dividend. Common Stock
distributed in connection with a stock split or stock dividend, and other
property distributed as a dividend, shall be subject to restrictions to the same
extent as the Restricted Stock with respect to which such Common Stock or other
property has been distributed.
(c) Each Non-Employee Director hereunder may designate from time to
time any beneficiary or beneficiaries (who may be designated concurrently,
contingently or successively) to whom any shares of Restricted Stock and any
cash amounts are to be paid in case of the Non-Employee Director's death before
receipt of any part or all of such Restricted Stock and cash. Each designation
will revoke all prior designations by the Non-Employee Director, shall be in a
form prescribed by the Committee, and will be effective only when filed by the
Non-Employee Director, in writing, with the Secretary of Occidental. Reference
in the Plan to a Non-Employee Director's "beneficiary" at any date shall include
such persons designated as concurrent beneficiaries on the Non-Employee
Director's beneficiary designation form then in effect. In the absence of any
such designation, any shares of Restricted Stock being held by the Company for
the benefit of such Non-Employee Director at the time of his or her death may,
in the sole discretion of the Committee, be paid to such Non-Employee Director's
estate in a cash lump sum.
6. Foreign Participants. In order to facilitate the making of an Award,
the Board may provide for such special terms for Awards to Non-Employee
Directors who are foreign nationals, as the Board may consider necessary or
appropriate to accommodate differences in local law, tax policy or custom.
Moreover, the Board may approve such supplements to, or amendments, restatements
or alternative versions of, the Plan as it may consider necessary or appropriate
for such purposes without thereby affecting the terms of the Plan as in effect
for any other purpose, and the Secretary or other appropriate officer of
Occidental may certify any such document as having been approved and adopted in
the same manner as the Plan; provided that, no such supplements, amendments,
restatements or alternative versions shall include any provisions that are
inconsistent with the terms of the Plan, as then in effect, unless the Plan
could have been amended to eliminate the inconsistency without further approval
by the stockholders of Occidental.
7. Change in Control. Upon the occurrence of a Change in Control, all
restrictions affecting Restricted Shares shall lapse and such shares shall be
delivered to each Non-Employee Director as soon as practicable thereafter;
provided that, the Committee may, in its sole discretion authorize the payment
of cash, in lieu of the issuance of such shares.
8. Adjustments. The Board may make or provide for such adjustments in the
number of shares of Restricted Stock awarded under the Plan, as the Board may in
good faith determine to be required in order to prevent dilution or expansion of
the rights of Non-Employee Directors that otherwise would result from (i) any
stock dividend, stock split, combination of shares recapitalization or other
change in the capital structure of the Company or (ii) any merger,
consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial
or complete liquidation or other distribution of assets, issuance of warrants or
other rights to purchase securities or any other corporate transaction or event
having an effect similar to any of the foregoing. In the event of any such
transaction or event, the Board may provide in substitution for any or all
outstanding Restricted Stock Awards under the Plan such alternative
consideration as it may in good faith determine to be appropriate under the
circumstances and may require the surrender of all Awards so replaced. Moreover,
the Board may, on or after the date of any Award, provide in the agreement
evidencing such Award that the Non-Employee Director may elect to receive an
equivalent Award in respect of securities of the surviving entity of any merger,
consolidation or other transaction or event having similar effect, or the Board
may provide that the Non-Employee Director will automatically be entitled to
receive such an equivalent Award. The Board may also provide for such
adjustments in the maximum number of shares of Common Stock specified in Section
3 as the Board, in good faith, determines to be appropriate in order to reflect
any transaction or event described in this Section 8.
9. Withholding. Occidental shall defer making payments or deliveries
under the Plan until satisfactory arrangements have been made for the payment of
any federal, state, local or foreign taxes (whether or not required to be
withheld) with respect to such payment or delivery. At the discretion of the
Committee, any such arrangements may without limitation include relinquishment
of a portion of any such payment or benefit or the surrender of outstanding
Common Stock, and any agreement pertaining to an Award may make such
relinquishment the mandatory form of satisfying such taxes. The Committee may
also make similar arrangements with respect to the payment of any taxes with
respect to which withholding is not required.
10. Rights of Non-Employee Directors.
(a) Retention as Non-Employee Director. Nothing contained in the Plan
or with respect to any Award shall interfere with or limit in any way the right
of the stockholders of Occidental to remove any Non-Employee Director from the
A-2
<PAGE>
Board, nor confer upon any Non-Employee Director any right to continue in the
service of Occidental as a Non-Employee Director.
(b) Nontransferability. No right or interest of any Non-Employee
Director in any Award shall be assignable or transferable during the lifetime of
the Non-Employee Director, either voluntarily or involuntarily, or subjected to
any lien, directly or indirectly, by operation of law, or otherwise, including
execution, levy, garnishment, attachment, pledge or bankruptcy. In the event of
a Non-Employee Director's death, a Non-Employee Director's rights and interests
in his or her Award shall be transferable by testamentary will or the laws of
descent and distribution. If in the opinion of the Committee a person entitled
to payments or to exercise rights with respect to the Plan is disabled from
caring for his or her affairs because of mental condition, physical condition or
age, payment due such person may be made to, and such rights shall be exercised
by, such person's guardian, conservator or other legal personal representative
upon furnishing the Committee with evidence satisfactory to the Committee of
such status.
(c) Except to the extent restricted under the terms of an agreement
evidencing a grant of Restricted Stock, a Non-Employee Director awarded such
stock shall have all of the rights of a stockholder, including, without
limitation, the right to vote Restricted Stock and the right to receive
dividends thereon.
11. Amendment; Termination. The Board may at any time and from time to
time alter, amend, suspend or terminate the Plan in whole or in part; provided
that, no amendment which requires stockholder approval [in order for the
exemptions available under Rule 16B-3 to be applicable to the Plan and the
Non-Employee Directors] shall be effective unless the same shall be approved by
the stockholders of Occidental entitled to vote thereon. Notwithstanding the
foregoing, no amendment shall affect adversely any of the rights of any
Non-Employee Director, without such Non-Employee Director's consent.
12. General Restrictions.
(a) Regulations and Offer Approvals. The obligation of Occidental to
deliver Common Stock with respect to any Award under the Plan shall be subject
to all applicable laws, rules and regulations, including all applicable federal
and state securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate by the
Committee.
(b) Each Award granted under the Plan is subject to the requirement
that, if at any time the Committee determines, in its absolute discretion, that
the listing, registration or qualification of Common Stock issuable pursuant to
the Plan is required by any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, such Award or the
issuance of Common Stock, no such Award or payment shall be made or Common Stock
issued, in whole or in part, unless listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions not
acceptable to the Committee. Nothing herein shall be deemed to require
Occidental to apply for or to obtain such listing, registration or
qualification.
(c) In the event that the disposition of Common Stock acquired
pursuant to the Plan is not covered by a then current registration statement
under the Securities Act and is not otherwise exempt from such registration,
such Common Stock shall be restricted against transfer to the extent required by
the Securities Act or regulations thereunder, and Occidental may require any
Non-Employee Director to whom Common Stock is granted, as a condition of
receiving such Common Stock, to give written assurances in substance and form
satisfactory to Occidental and its counsel to the effect that such person is
acquiring the Common Stock for his or her own account and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as Occidental deems necessary or appropriate in order to comply with
federal and applicable state securities laws.
13. Governing Law. The Plan and all rights hereunder shall be construed in
accordance with and governed by the laws of the State of Delaware.
14. Plan Interpretation. The Plan is intended to comply with Rule 16b-3
and shall be construed to so comply.
15. Headings. The headings of sections and subsections herein are included
solely for convenience of reference and shall not affect the meaning of any of
the provisions of the Plan.
16. Term of Plan. This Plan shall become effective on the Effective Date,
and shall remain in effect for ten (10) years from such date, unless sooner
terminated by the Board.
17. Definitions. For purposes of the Plan, the following terms shall have
the following meanings:
(a) "Award" means any award of Restricted Stock under the Plan.
(b) "Board" means the Board of Directors of Occidental.
(c) "Change in Control" means a change in control of Occidental,
which shall be deemed to have occurred if:
A-3
<PAGE>
(i) any "person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of Occidental or any
company owned, directly or indirectly, by the stockholders of Occidental in
substantially the same proportions as their ownership of the Common Stock of
Occidental), is or becomes, after the Effective Date of the Plan, the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of Occidental (not including in the securities
beneficially owned by such person any securities acquired directly from
Occidental or its affiliates) representing 50 percent (50%) or more of the
combined voting power of Occidental's then-outstanding securities; or
(ii) during any period of two consecutive years (not including
any period prior to the Effective Date), individuals who at the beginning of
such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with Occidental to
effect a transaction described in clause (i), (iii), or (iv) of this definition)
whose election by the Board or nomination for election by Occidental's
stockholders was approved by a vote of at least two thirds (2/3) of the
directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority of the Board;
or
(iii) the stockholders of Occidental approve a merger or
consolidation of Occidental with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of Occidental
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity), in combination with the ownership of any trustee or other
fiduciary holding securities under any employee benefit plan of Occidental, at
least 50 percent of the combined voting power of the voting securities of
Occidental or such surviving entity outstanding immediately after such merger or
consolidation or (B) a merger or consolidation effected to implement a
recapitalization of Occidental (or similar transaction) in which no person
acquires more than 50 percent (50%) of the combined voting power of Occidental's
then-outstanding securities; or
(iv) the stockholders of Occidental approve a plan of complete
liquidation of Occidental or an agreement for the sale or disposition of all or
substantially all of Occidental's assets; provided that, prior to the occurrence
of any of the events described in clauses (i) through (iii) above, the Board may
determine that such an event shall not constitute a Change of Control for
purposes of the Plan.
(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor thereto.
(e) "Common Stock" means shares of the common stock, par value $.20
per share, of Occidental.
(f) "Company" means Occidental Petroleum Corporation and its
subsidiaries, collectively.
(g) "Effective Date" means April 26, 1996 or the date of approval of
the Plan by the stockholders of Occidental, whichever comes first.
(h) "Exchange Act" means the Securities Exchange Act of 1934, as now
or hereafter construed, interpreted and applied by regulations, rulings and
cases.
(i) "Fair Market Value" means the per share fair market value of
Common Stock as determined by such methods or procedures as shall be established
from time to time by the Committee. Unless otherwise determined by the Committee
in good faith, the per share Fair Market Value of Common Stock as of a
particular date shall mean (i) the closing sales price per share of Common Stock
on the national securities exchange on which the Common Stock is principally
traded, for the last preceding date on which there was a sale of such Common
Stock on such exchange, or (ii) if the shares of Common Stock are then traded in
an over-the-counter market, the average of the closing bid and asked prices for
the shares of Common Stock in such over-the-counter market for the last
preceding date on which there was a sale of such Common Stock in such market, or
(iii) if the shares of Common Stock are not then listed on a national securities
exchange or traded in an over-the-counter market, such value as the Committee,
in its sole discretion, shall determine.
(j) "Non-Employee Director" means a member of the Board who is
neither an officer nor employee of the Company.
(k) "Plan" means this Occidental Petroleum Corporation 1996
Restricted Stock Plan For Non-Employee Directors.
(l) "Restriction Period" means, in respect of Restricted Stock, the
period referenced in Section 5(a).
(m) "Restricted Stock" means a grant of shares of Common Stock, which
shares are subject to the restrictions on transfer described in Section 5(a).
(n) "Rule 16b-3" means Rule 16b-3, as promulgated and amended from
time to time by the Securities and Exchange Commission under the Exchange Act,
or any successor rule to the same effect.
A-4
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
OCCIDENTAL PETROLEUM CORPORATION
DR. RAY R. IRANI, DR. DALE R. LAURANCE and AZIZ D. SYRIANI, and each of
them, with full power of substitution, are hereby authorized to represent and to
vote the shares of the undersigned in OCCIDENTAL PETROLEUM CORPORATION as
directed on the reverse side of this card and, in their discretion, on all other
matters which may properly come before the Annual Meeting of Stockholders to be
held on April 28, 2000, and at any adjournment, as if the undersigned were
present and voting at the meeting.
The shares represented by this proxy will be voted as directed on the
reverse side of this card. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE
VOTED FOR ITEMS 1, 2 AND 3 AND AGAINST ITEMS 4, 5 AND 6. In the event any of the
nominees named on the reverse side of this card is unavailable for election or
unable to serve, the shares represented by this proxy may be voted for a
substitute nominee selected by the Board of Directors.
Your proxy will be kept confidential in accordance with the Confidential
Voting Policy described on page 1 of the Proxy Statement.
- --------------------------------------------------------------------------------
(arrow pointing up) SIGN, DETACH AND RETURN (arrow pointing up)
IF YOU HAVE MULTIPLE ACCOUNTS WITH THE SAME ADDRESS, PLEASE HELP US REDUCE COSTS
BY DIRECTING US TO DISCONTINUE MAILING FUTURE ANNUAL REPORTS TO ONE OR MORE SUCH
ACCOUNTS. MARK THE APPROPRIATE BOX ON THE PROXY CARD FOR SUCH ACCOUNT. DO NOT
TERMINATE MAILINGS FOR ACCOUNTS FOR WHICH YOU SERVE AS TRUSTEE, GUARDIAN OR
OTHER FORM OF NOMINEE.
(arrow pointing down) DETACH AND BRING TO ANNUAL MEETING (arrow pointing down)
- --------------------------------------------------------------------------------
Since parking at the Santa Monica Civic Auditorium is limited, we have arranged
for alternate parking at the beach parking lot.
For your convenience, below are a map and parking instructions for the beach
parking lot.
(MAP OF AREA)
SPECIAL PARKING INSTRUCTIONS
Beach Parking Lot
o Exit Santa Monica Civic Auditorium.
o Turn left on Main Street and proceed to Pico Boulevard. Turn right on Pico.
o Take Pico to Ocean Avenue and turn left on Ocean Avenue.
o Follow Ocean down the hill and make a right turn into the beach parking lot.
Park your car in the lot. A bus will take you to the Civic Auditorium, and a bus
will return you to the beach parking lot AFTER the meeting. CONTINUOUS SHUTTLE
SERVICE WILL BE PROVIDED from 8:30 a.m. to 2:00 p.m.
The parking fee will be paid by Occidental Petroleum Corporation.
There is no charge for the shuttle service.
<PAGE>
(REVERSE SIDE OF PROXY)
The shares represented by this proxy card will be voted as directed below. WHERE
NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND 3 AND
AGAINST ITEMS 4, 5 AND 6. THIS PROXY CARD WILL BE KEPT CONFIDENTIAL IN
ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 1 OF THE PROXY
STATEMENT.
[X] Please mark your votes at this.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
FOR WITHHELD
ALL FOR ALL
ITEM 1 The election as directors of the following nominees:
[ ] [ ]
(1) Ronald W. Burkle (7) Dale R. Laurance
(2) John S. Chalsty (8) Irvin W. Maloney
(3) Edward P. Djerejian (9) Rodolfo Segovia
(4) John E. Feick (10) Aziz D. Syriani
(5) J. Roger Hirl (11) Rosemary Tomich
(6) Ray R. Irani
(To withhold authority to vote for any nominee(s), mark FOR ALL and write
nominee(s) name(s) in the space provided below.)
______________________________________________________________
FOR AGAINST ABSTAIN
ITEM 2 The ratification of the selection of [ ] [ ] [ ]
Arthur Andersen LLP as independent public accountants.
FOR AGAINST ABSTAIN
ITEM 3 The amendment of the 1999 Restricted Stock [ ] [ ] [ ]
Plan for Non-employee Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4, 5 AND 6.
FOR AGAINST ABSTAIN
ITEM 4 The stockholder proposal regarding maximizing [ ] [ ] [ ]
value.
FOR AGAINST ABSTAIN
ITEM 5 The stockholder proposal regarding executive [ ] [ ] [ ]
compensation.
FOR AGAINST ABSTAIN
ITEM 6 The stockholder proposal regarding risk analysis [ ] [ ] [ ]
report.
Discontinue mailing Annual Report to this account. [ ]
IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE INSTRUCTIONS BELOW.
Please sign your name exactly as it appears printed hereon. When shares are held
by joint tenants, both should sign. Executors, administrators, guardians,
officers of corporations and others signing in a fiduciary capacity should sign
their full title as such.
SIGNATURE __________________________________________ DATE ______________________
SIGNATURE __________________________________________ DATE ______________________
- --------------------------------------------------------------------------------
(arrow pointing up) SIGN, DETACH AND RETURN (arrow pointing up)
YOUR VOTE IS IMPORTANT. You can vote in one of two ways.
1. VOTE BY TELEPHONE
Call toll free 1-800-840-1208 on a touch tone telephone 24 hours a day -- 7 days
a week. There is no charge to you for this call. Have your proxy card in hand.
You will be asked to enter a control number, which is located in the box in the
lower right hand corner of this card.
Option 1: To vote as the Board of Directors recommends on all proposals,
press 1
Option 2: If you choose to vote on each proposal separately, press 0
You will hear these instructions:
Proposal 1 -- to vote for all Nominees, press 1, to withhold for all
nominees, press 9
To withhold for an individual nominee, press 0 and listen for
instructions
Proposal 2 -- to vote FOR, press 1, AGAINST, press 9, ABSTAIN, press 0
WHEN ASKED, CONFIRM BY PRESSING 1
The instructions are the same for all remaining proposals.
2. VOTE BY PROXY CARD
Mark, sign and date your Proxy Card and return it promptly in the enclosed
envelope.
- -------------------------------------------------------------------------------
| |
| VOTE BY TELEPHONE |
| [GRAPHIC OMITTED] |
| QUICK o EASY o IMMEDIATE |
| |
- -------------------------------------------------------------------------------
(arrow pointing down) DETACH AND BRING TO ANNUAL MEETING (arrow pointing down)
- --------------------------------------------------------------------------------
BRING THIS ADMISSION TICKET WITH YOU TO THE MEETING ON APRIL 28. DO NOT MAIL.
(logo) OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
This admission ticket admits you and one guest to the meeting. You
will NOT be let into the meeting without an admission ticket or other
proof of stock ownership as of March 10, 2000, the record date. To
speed up your admittance, please bring this admission ticket with you.
Santa Monica Civic Auditorium Meeting Hours
1855 Main Street, Santa Monica Auditorium opens at 9:30 A.M.
Meeting starts at 10:30 A.M.
ADMISSION TICKET
Please see the back of this card for parking instructions.
1265-A (SOR)
<PAGE>
(VOTING INSTRUCTION CARD FOR THE OCCIDENTAL PETROLEUM CORPORATION SAVINGS PLAN)
OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO THE TRUSTEE OF THE OCCIDENTAL PETROLEUM CORPORATION SAVINGS PLAN:
I acknowledge receipt of the Notice of Annual Meeting of Stockholders of
Occidental Petroleum Corporation to be held on April 28, 2000, and the Proxy
Statement furnished in connection with the solicitation of proxies by
Occidental's Board of Directors. You are directed to vote the shares which are
held for my account pursuant to the Occidental Petroleum Corporation Savings
Plan in the manner indicated on the reverse side of this card and, in your
discretion, on all other matters which may properly come before such meeting and
at any adjournment.
My vote for the election of directors is indicated on the reverse side.
Nominees are: Dr. Ray R. Irani, Dr. Dale R. Laurance, Messrs. Ronald W. Burkle,
John S. Chalsty, Edward P. Djerejian, John E. Feick, J. Roger Hirl, Irvin W.
Maloney, Rodolfo Segovia, and Aziz D. Syriani and Miss Rosemary Tomich. In the
event any of the foregoing nominees is unavailable for election or unable to
serve, shares represented by this card may be voted for a substitute nominee
selected by the Board of Directors.
I UNDERSTAND THAT IN THE EVENT THAT I DO NOT RETURN THIS CARD, ANY SHARES
HELD FOR MY ACCOUNT IN THE OCCIDENTAL PETROLEUM CORPORATION SAVINGS PLAN WILL BE
VOTED BY YOU IN ACCORDANCE WITH THE DIRECTION OF THE PLAN'S ADMINISTRATIVE
COMMITTEE.
- --------------------------------------------------------------------------------
(arrow pointing up) SIGN, DETACH AND RETURN (arrow pointing up)
[LOGO]
YOUR VOTE WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE CONDFIDENTIAL VOTING
POLICY DESCRIBED ON PAGE 1 OF THE PROXY STATEMENT.
(arrow pointing down) DETACH AND BRING TO ANNUAL MEETING (arrow pointing down)
- --------------------------------------------------------------------------------
Since parking at the Santa Monica Civic Auditorium is limited, we have arranged
for alternate parking at the beach parking lot.
For your convenience, below are a map and parking instructions for the beach
parking lot.
(MAP OF AREA)
SPECIAL PARKING INSTRUCTIONS
Beach Parking Lot
o Exit Santa Monica Civic Auditorium.
o Turn left on Main Street and proceed to Pico Boulevard. Turn right on Pico.
o Take Pico to Ocean Avenue and turn left on Ocean Avenue.
o Follow Ocean down the hill and make a right turn into the beach parking lot.
Park your car in the lot. A bus will take you to the Civic Auditorium, and a bus
will return you to the beach parking lot AFTER the meeting. CONTINUOUS SHUTTLE
SERVICE WILL BE PROVIDED from 8:30 a.m. to 2:00 p.m.
The parking fee will be paid by Occidental Petroleum Corporation.
There is no charge for the shuttle service.
<PAGE>
(REVERSE SIDE OF VOTING INSTRUCTION CARD)
The shares represented by this voting instruction card will be voted as directed
below. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND
3 AND AGAINST ITEMS 4, 5 AND 6. THIS VOTING INSTRUCTION CARD WILL BE KEPT
CONFIDENTIAL IN ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE
1 OF THE PROXY STATEMENT.
[X] Please mark your votes at this.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
FOR WITHHELD
ALL FOR ALL
ITEM 1 The election as directors of the following nominees:
[ ] [ ]
(1) Ronald W. Burkle (7) Dale R. Laurance
(2) John S. Chalsty (8) Irvin W. Maloney
(3) Edward P. Djerejian (9) Rodolfo Segovia
(4) John E. Feick (10) Aziz D. Syriani
(5) J. Roger Hirl (11) Rosemary Tomich
(6) Ray R. Irani
(To withhold authority to vote for any nominee(s), mark FOR ALL and write
nominee(s) name(s) in the space provided below.)
______________________________________________________________
FOR AGAINST ABSTAIN
ITEM 2 The ratification of the selection of [ ] [ ] [ ]
Arthur Andersen LLP as independent public accountants.
FOR AGAINST ABSTAIN
ITEM 3 The amendment of the 1999 Restricted Stock [ ] [ ] [ ]
Plan for Non-employee Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4, 5 AND 6.
FOR AGAINST ABSTAIN
ITEM 4 The stockholder proposal regarding maximizing [ ] [ ] [ ]
value.
FOR AGAINST ABSTAIN
ITEM 5 The stockholder proposal regarding executive [ ] [ ] [ ]
compensation.
FOR AGAINST ABSTAIN
ITEM 6 The stockholder proposal regarding risk analysis [ ] [ ] [ ]
report.
Discontinue mailing Annual Report to this account. [ ]
IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE INSTRUCTIONS BELOW.
Please sign your name exactly as it appears printed hereon. When shares are held
by joint tenants, both should sign. Executors, administrators, guardians,
officers of corporations and others signing in a fiduciary capacity should sign
their full title as such.
SIGNATURE __________________________________________ DATE ______________________
SIGNATURE __________________________________________ DATE ______________________
- --------------------------------------------------------------------------------
(arrow pointing up) SIGN, DETACH AND RETURN (arrow pointing up)
YOUR VOTE IS IMPORTANT. You can vote in one of two ways.
1. VOTE BY TELEPHONE
Call toll free 1-800-840-1208 on a touch tone telephone 24 hours a day -- 7 days
a week. There is no charge to you for this call. Have your proxy card in hand.
You will be asked to enter a control number, which is located in the box in the
lower right hand corner of this card.
Option 1: To vote as the Board of Directors recommends on all proposals,
press 1
Option 2: If you choose to vote on each proposal separately, press 0
You will hear these instructions:
Proposal 1 -- to vote for all Nominees, press 1, to withhold for all
nominees, press 9
To withhold for an individual nominee, press 0 and listen for
instructions
Proposal 2 -- to vote FOR, press 1, AGAINST, press 9, ABSTAIN, press 0
WHEN ASKED, CONFIRM BY PRESSING 1
The instructions are the same for all remaining proposals.
2. VOTE BY VOTING INSTRUCTION CARD
Mark, sign and date your Voting Instruction Card and return it promptly in the
enclosed envelope.
- -------------------------------------------------------------------------------
| |
| VOTE BY TELEPHONE |
| [GRAPHIC OMITTED] |
| QUICK o EASY o IMMEDIATE |
| |
- -------------------------------------------------------------------------------
(arrow pointing down) DETACH AND BRING TO ANNUAL MEETING (arrow pointing down)
- --------------------------------------------------------------------------------
BRING THIS ADMISSION TICKET WITH YOU TO THE MEETING ON APRIL 28. DO NOT MAIL.
(logo) OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
This admission ticket admits you and one guest to the meeting. You
will NOT be let into the meeting without an admission ticket or other
proof of stock ownership as of March 10, 2000, the record date. To
speed up your admittance, please bring this admission ticket with you.
Santa Monica Civic Auditorium Meeting Hours
1855 Main Street, Santa Monica Auditorium opens at 9:30 A.M.
Meeting starts at 10:30 A.M.
ADMISSION TICKET
Please see the back of this card for parking instructions.
1265-B (PSA)
<PAGE>
(VOTING INSTRUCTION CARD FOR THE OCCIDENTAL CHEMICAL CORPORATION SAVINGS AND
INVESTMENT PLAN)
OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO THE TRUSTEE OF THE OCCIDENTAL CHEMICAL CORPORATION SAVINGS AND INVESTMENT
PLAN:
I acknowledge receipt of the Notice of Annual Meeting of Stockholders of
Occidental Petroleum Corporation to be held on April 28, 2000, and the Proxy
Statement furnished in connection with the solicitation of proxies by
Occidental's Board of Directors. You are directed to vote the shares which are
held for my account pursuant to the Occidental Chemical Corporation Savings and
Investment Plan in the manner indicated on the reverse side of this card and, in
your discretion, on all other matters which may properly come before such
meeting and at any adjournment.
My vote for the election of directors is indicated on the reverse side.
Nominees are: Dr. Ray R. Irani, Dr. Dale R. Laurance, Messrs. Ronald W. Burkle,
John S. Chalsty, Edward P. Djerejian, John E. Feick, J. Roger Hirl, Irvin W.
Maloney, Rodolfo Segovia, and Aziz D. Syriani and Miss Rosemary Tomich. In the
event any of the foregoing nominees is unavailable for election or unable to
serve, shares represented by this card may be voted for a substitute nominee
selected by the Board of Directors.
I UNDERSTAND THAT IN THE EVENT THAT I DO NOT RETURN THIS CARD, ANY SHARES
HELD FOR MY ACCOUNT IN THE OCCIDENTAL CHEMICAL CORPORATION SAVINGS AND
INVESTMENT PLAN WILL BE VOTED BY YOU IN ACCORDANCE WITH THE DIRECTION OF THE
PLAN'S ADMINISTRATIVE COMMITTEE.
- --------------------------------------------------------------------------------
(arrow pointing up) SIGN, DETACH AND RETURN (arrow pointing up)
[LOGO]
YOUR VOTE WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE CONDFIDENTIAL VOTING
POLICY DESCRIBED ON PAGE 1 OF THE PROXY STATEMENT.
(arrow pointing down) DETACH AND BRING TO ANNUAL MEETING (arrow pointing down)
- --------------------------------------------------------------------------------
Since parking at the Santa Monica Civic Auditorium is limited, we have arranged
for alternate parking at the beach parking lot.
For your convenience, below are a map and parking instructions for the beach
parking lot.
(MAP OF AREA)
SPECIAL PARKING INSTRUCTIONS
Beach Parking Lot
o Exit Santa Monica Civic Auditorium.
o Turn left on Main Street and proceed to Pico Boulevard. Turn right on Pico.
o Take Pico to Ocean Avenue and turn left on Ocean Avenue.
o Follow Ocean down the hill and make a right turn into the beach parking lot.
Park your car in the lot. A bus will take you to the Civic Auditorium, and a bus
will return you to the beach parking lot AFTER the meeting. CONTINUOUS SHUTTLE
SERVICE WILL BE PROVIDED from 8:30 a.m. to 2:00 p.m.
The parking fee will be paid by Occidental Petroleum Corporation.
There is no charge for the shuttle service.
<PAGE>
(REVERSE SIDE OF VOTING INSTRUCTION CARD)
The shares represented by this voting instruction card will be voted as directed
below. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND
3 AND AGAINST ITEMS 4, 5 AND 6. THIS VOTING INSTRUCTION CARD WILL BE KEPT
CONFIDENTIAL IN ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE
1 OF THE PROXY STATEMENT.
[X] Please mark your votes at this.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
FOR WITHHELD
ALL FOR ALL
ITEM 1 The election as directors of the following nominees:
[ ] [ ]
(1) Ronald W. Burkle (7) Dale R. Laurance
(2) John S. Chalsty (8) Irvin W. Maloney
(3) Edward P. Djerejian (9) Rodolfo Segovia
(4) John E. Feick (10) Aziz D. Syriani
(5) J. Roger Hirl (11) Rosemary Tomich
(6) Ray R. Irani
(To withhold authority to vote for any nominee(s), mark FOR ALL and write
nominee(s) name(s) in the space provided below.)
______________________________________________________________
FOR AGAINST ABSTAIN
ITEM 2 The ratification of the selection of [ ] [ ] [ ]
Arthur Andersen LLP as independent public accountants.
FOR AGAINST ABSTAIN
ITEM 3 The amendment of the 1999 Restricted Stock [ ] [ ] [ ]
Plan for Non-employee Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4, 5 AND 6.
FOR AGAINST ABSTAIN
ITEM 4 The stockholder proposal regarding maximizing [ ] [ ] [ ]
value.
FOR AGAINST ABSTAIN
ITEM 5 The stockholder proposal regarding executive [ ] [ ] [ ]
compensation.
FOR AGAINST ABSTAIN
ITEM 6 The stockholder proposal regarding risk analysis [ ] [ ] [ ]
report.
Discontinue mailing Annual Report to this account. [ ]
IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE INSTRUCTIONS BELOW.
Please sign your name exactly as it appears printed hereon. When shares are held
by joint tenants, both should sign. Executors, administrators, guardians,
officers of corporations and others signing in a fiduciary capacity should sign
their full title as such.
SIGNATURE __________________________________________ DATE ______________________
SIGNATURE __________________________________________ DATE ______________________
- --------------------------------------------------------------------------------
(arrow pointing up) SIGN, DETACH AND RETURN (arrow pointing up)
YOUR VOTE IS IMPORTANT. You can vote in one of two ways.
1. VOTE BY TELEPHONE
Call toll free 1-800-840-1208 on a touch tone telephone 24 hours a day -- 7 days
a week. There is no charge to you for this call. Have your proxy card in hand.
You will be asked to enter a control number, which is located in the box in the
lower right hand corner of this card.
Option 1: To vote as the Board of Directors recommends on all proposals,
press 1
Option 2: If you choose to vote on each proposal separately, press 0
You will hear these instructions:
Proposal 1 -- to vote for all Nominees, press 1, to withhold for all
nominees, press 9
To withhold for an individual nominee, press 0 and listen for
instructions
Proposal 2 -- to vote FOR, press 1, AGAINST, press 9, ABSTAIN, press 0
WHEN ASKED, CONFIRM BY PRESSING 1
The instructions are the same for all remaining proposals.
2. VOTE BY VOTING INSTRUCTION CARD
Mark, sign and date your Voting Instruction Card and return it promptly in the
enclosed envelope.
- -------------------------------------------------------------------------------
| |
| VOTE BY TELEPHONE |
| [GRAPHIC OMITTED] |
| QUICK o EASY o IMMEDIATE |
| |
- -------------------------------------------------------------------------------
(arrow pointing down) DETACH AND BRING TO ANNUAL MEETING (arrow pointing down)
- --------------------------------------------------------------------------------
BRING THIS ADMISSION TICKET WITH YOU TO THE MEETING ON APRIL 28. DO NOT MAIL.
(logo) OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
This admission ticket admits you and one guest to the meeting. You
will NOT be let into the meeting without an admission ticket or other
proof of stock ownership as of March 10, 2000, the record date. To
speed up your admittance, please bring this admission ticket with you.
Santa Monica Civic Auditorium Meeting Hours
1855 Main Street, Santa Monica Auditorium opens at 9:30 A.M.
Meeting starts at 10:30 A.M.
ADMISSION TICKET
Please see the back of this card for parking instructions.
1265-C (SIP)
<PAGE>
(VOTING INSTRUCTION CARD FOR THE OXY VINYLS, L.P. SAVINGS PLAN)
OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO THE TRUSTEE OF THE OXY VINYLS, L.P. SAVINGS PLAN:
I acknowledge receipt of the Notice of Annual Meeting of Stockholders of
Occidental Petroleum Corporation to be held on April 28, 2000, and the Proxy
Statement furnished in connection with the solicitation of proxies by
Occidental's Board of Directors. You are directed to vote the shares which are
held for my account pursuant to the Oxy Vinyls, L.P. Savings Plan in the manner
indicated on the reverse side of this card and, in your discretion, on all other
matters which may properly come before such meeting and at any adjournment.
My vote for the election of directors is indicated on the reverse side.
Nominees are: Dr. Ray R. Irani, Dr. Dale R. Laurance, Messrs. Ronald W. Burkle,
John S. Chalsty, Edward P. Djerejian, John E. Feick, J. Roger Hirl, Irvin W.
Maloney, Rodolfo Segovia, and Aziz D. Syriani and Miss Rosemary Tomich. In the
event any of the foregoing nominees is unavailable for election or unable to
serve, shares represented by this card may be voted for a substitute nominee
selected by the Board of Directors.
I UNDERSTAND THAT IN THE EVENT THAT I DO NOT RETURN THIS CARD, ANY SHARES
HELD FOR MY ACCOUNT IN THE OXY VINYLS, L.P. SAVINGS PLAN WILL BE VOTED BY YOU IN
ACCORDANCE WITH THE DIRECTION OF THE PLAN'S ADMINISTRATIVE COMMITTEE.
- --------------------------------------------------------------------------------
(arrow pointing up) SIGN, DETACH AND RETURN (arrow pointing up)
[LOGO]
YOUR VOTE WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE CONDFIDENTIAL VOTING
POLICY DESCRIBED ON PAGE 1 OF THE PROXY STATEMENT.
(arrow pointing down) DETACH AND BRING TO ANNUAL MEETING (arrow pointing down)
- --------------------------------------------------------------------------------
Since parking at the Santa Monica Civic Auditorium is limited, we have arranged
for alternate parking at the beach parking lot.
For your convenience, below are a map and parking instructions for the beach
parking lot.
(MAP OF AREA)
SPECIAL PARKING INSTRUCTIONS
Beach Parking Lot
o Exit Santa Monica Civic Auditorium.
o Turn left on Main Street and proceed to Pico Boulevard. Turn right on Pico.
o Take Pico to Ocean Avenue and turn left on Ocean Avenue.
o Follow Ocean down the hill and make a right turn into the beach parking lot.
Park your car in the lot. A bus will take you to the Civic Auditorium, and a bus
will return you to the beach parking lot AFTER the meeting. CONTINUOUS SHUTTLE
SERVICE WILL BE PROVIDED from 8:30 a.m. to 2:00 p.m.
The parking fee will be paid by Occidental Petroleum Corporation.
There is no charge for the shuttle service.
<PAGE>
(REVERSE SIDE OF VOTING INSTRUCTION CARD)
The shares represented by this voting instruction card will be voted as directed
below. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND
3 AND AGAINST ITEMS 4, 5 AND 6. THIS VOTING INSTRUCTION CARD WILL BE KEPT
CONFIDENTIAL IN ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE
1 OF THE PROXY STATEMENT.
[X] Please mark your votes at this.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
FOR WITHHELD
ALL FOR ALL
ITEM 1 The election as directors of the following nominees:
[ ] [ ]
(1) Ronald W. Burkle (7) Dale R. Laurance
(2) John S. Chalsty (8) Irvin W. Maloney
(3) Edward P. Djerejian (9) Rodolfo Segovia
(4) John E. Feick (10) Aziz D. Syriani
(5) J. Roger Hirl (11) Rosemary Tomich
(6) Ray R. Irani
(To withhold authority to vote for any nominee(s), mark FOR ALL and write
nominee(s) name(s) in the space provided below.)
______________________________________________________________
FOR AGAINST ABSTAIN
ITEM 2 The ratification of the selection of [ ] [ ] [ ]
Arthur Andersen LLP as independent public accountants.
FOR AGAINST ABSTAIN
ITEM 3 The amendment of the 1999 Restricted Stock [ ] [ ] [ ]
Plan for Non-employee Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4, 5 AND 6.
FOR AGAINST ABSTAIN
ITEM 4 The stockholder proposal regarding maximizing [ ] [ ] [ ]
value.
FOR AGAINST ABSTAIN
ITEM 5 The stockholder proposal regarding executive [ ] [ ] [ ]
compensation.
FOR AGAINST ABSTAIN
ITEM 6 The stockholder proposal regarding risk analysis [ ] [ ] [ ]
report.
Discontinue mailing Annual Report to this account. [ ]
IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE INSTRUCTIONS BELOW.
Please sign your name exactly as it appears printed hereon. When shares are held
by joint tenants, both should sign. Executors, administrators, guardians,
officers of corporations and others signing in a fiduciary capacity should sign
their full title as such.
SIGNATURE __________________________________________ DATE ______________________
SIGNATURE __________________________________________ DATE ______________________
- --------------------------------------------------------------------------------
(arrow pointing up) SIGN, DETACH AND RETURN (arrow pointing up)
YOUR VOTE IS IMPORTANT. You can vote in one of two ways.
1. VOTE BY TELEPHONE
Call toll free 1-800-840-1208 on a touch tone telephone 24 hours a day -- 7 days
a week. There is no charge to you for this call. Have your proxy card in hand.
You will be asked to enter a control number, which is located in the box in the
lower right hand corner of this card.
Option 1: To vote as the Board of Directors recommends on all proposals,
press 1
Option 2: If you choose to vote on each proposal separately, press 0
You will hear these instructions:
Proposal 1 -- to vote for all Nominees, press 1, to withhold for all
nominees, press 9
To withhold for an individual nominee, press 0 and listen for
instructions
Proposal 2 -- to vote FOR, press 1, AGAINST, press 9, ABSTAIN, press 0
WHEN ASKED, CONFIRM BY PRESSING 1
The instructions are the same for all remaining proposals.
2. VOTE BY VOTING INSTRUCTION CARD
Mark, sign and date your Voting Instruction Card and return it promptly in the
enclosed envelope.
- -------------------------------------------------------------------------------
| |
| VOTE BY TELEPHONE |
| [GRAPHIC OMITTED] |
| QUICK o EASY o IMMEDIATE |
| |
- -------------------------------------------------------------------------------
(arrow pointing down) DETACH AND BRING TO ANNUAL MEETING (arrow pointing down)
- --------------------------------------------------------------------------------
BRING THIS ADMISSION TICKET WITH YOU TO THE MEETING ON APRIL 28. DO NOT MAIL.
(logo) OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
This admission ticket admits you and one guest to the meeting. You
will NOT be let into the meeting without an admission ticket or other
proof of stock ownership as of March 10, 2000, the record date. To
speed up your admittance, please bring this admission ticket with you.
Santa Monica Civic Auditorium Meeting Hours
1855 Main Street, Santa Monica Auditorium opens at 9:30 A.M.
Meeting starts at 10:30 A.M.
ADMISSION TICKET
Please see the back of this card for parking instructions.
1265-D (OSA)
<PAGE>
(PROXY CARD - BROKER)
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
OCCIDENTAL PETROLEUM CORPORATION
DR. RAY R. IRANI, DR. DALE R. LAURANCE and AZIZ D. SYRIANI, and each of
them, with full power of substitution, are hereby authorized to represent and to
vote the shares of the undersigned in OCCIDENTAL PETROLEUM CORPORATION as
directed on the reverse side of this card and, in their discretion, on all other
matters which may properly come before the Annual Meeting of Stockholders to be
held on April 28, 2000, and at any adjournment, as if the undersigned were
present and voting at the meeting.
The shares represented by this proxy will be voted as directed on the
reverse side of this card. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE
VOTED FOR ITEMS 1, 2 AND 3 AND AGAINST ITEMS 4, 5 AND 6. In the event any of the
nominees named on the reverse side of this card is unavailable for election or
unable to serve, the shares represented by this proxy may be voted for a
substitute nominee selected by the Board of Directors.
If you wish to attend the Annual Meeting, you must bring proof of stock
ownership as of March 10, 2000, the record date, such as a bank or brokerage
statement.
1265-E (BRO)
<PAGE>
(REVERSE SIDE OF PROXY)
The shares represented by this voting instruction card will be voted as directed
below. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND
3 AND AGAINST ITEMS 4, 5 AND 6. THIS VOTING INSTRUCTION CARD WILL BE KEPT
CONFIDENTIAL IN ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE
1 OF THE PROXY STATEMENT.
[X] Please mark your votes at this.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
FOR WITHHELD
ALL FOR ALL
ITEM 1 The election as directors of the following nominees:
[ ] [ ]
Ronald W. Burkle Dale R. Laurance
John S. Chalsty Irvin W. Maloney
Edward P. Djerejian Rodolfo Segovia
John E. Feick Aziz D. Syriani
J. Roger Hirl Rosemary Tomich
Ray R. Irani
(To withhold authority to vote for any nominee(s), mark FOR ALL and write
nominee(s) name(s) in the space provided below.)
______________________________________________________________
FOR AGAINST ABSTAIN
ITEM 2 The ratification of the selection of [ ] [ ] [ ]
Arthur Andersen LLP as independent public accountants.
FOR AGAINST ABSTAIN
ITEM 3 The amendment of the 1999 Restricted Stock [ ] [ ] [ ]
Plan for Non-employee Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4, 5 AND 6.
FOR AGAINST ABSTAIN
ITEM 4 The stockholder proposal regarding maximizing [ ] [ ] [ ]
value.
FOR AGAINST ABSTAIN
ITEM 5 The stockholder proposal regarding executive [ ] [ ] [ ]
compensation.
FOR AGAINST ABSTAIN
ITEM 6 The stockholder proposal regarding risk analysis [ ] [ ] [ ]
report.
Please sign your name exactly as it appears printed hereon. When shares are held
by joint tenants, both should sign. Executors, administrators, guardians, and
others signing in a fiduciary capacity should sign their full title as such.
SIGNATURE __________________________________________ DATE ______________________
SIGNATURE __________________________________________ DATE ______________________
<PAGE>
(VOTING INSTRUCTION CARD FOR THE EMPLOYEES THRIFT PLAN OF OXY USA INC.)
OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO THE TRUSTEE OF THE EMPLOYEES THRIFT PLAN OF OXY USA INC.:
I acknowledge receipt of the Notice of Annual Meeting of Stockholders of
Occidental Petroleum Corporation to be held on April 28, 2000, and the Proxy
Statement furnished in connection with the solicitation of proxies by
Occidental's Board of Directors. You are directed to vote the shares which are
held for my account pursuant to the Employees Thrift Plan of OXY USA Inc. in the
manner indicated on the reverse side of this card and, in your discretion, on
all other matters which may properly come before such meeting and at any
adjournment.
My vote for the election of directors is indicated on the reverse side.
Nominees are: Dr. Ray R. Irani, Dr. Dale R. Laurance, Messrs. Ronald W. Burkle,
John S. Chalsty, Edward P. Djerejian, John E. Feick, J. Roger Hirl, Irvin W.
Maloney, Rodolfo Segovia, and Aziz D. Syriani and Miss Rosemary Tomich. In the
event any of the foregoing nominees is unavailable for election or unable to
serve, shares represented by this card may be voted for a substitute nominee
selected by the Board of Directors.
I UNDERSTAND THAT IN THE EVENT THAT I DO NOT RETURN THIS CARD, ANY SHARES
HELD FOR MY ACCOUNT IN THE EMPLOYEES THRIFT PLAN OF OXY USA INC. WILL BE VOTED
BY YOU IN ACCORDANCE WITH THE DIRECTION OF THE PLAN'S ADMINISTRATIVE COMMITTEE.
IF YOU WISH TO ATTEND THE ANNUAL MEETING, YOU MUST BRING PROOF OF STOCK
OWNERSHIP AS OF MARCH 10, 2000, THE RECORD DATE, SUCH AS A PLAN STATEMENT.
1265-F (TUL)
<PAGE>
(REVERSE SIDE OF VOTING INSTRUCTION CARD FOR THE EMPLOYEES THRIFT PLAN OF OXY
USA INC.)
The shares represented by this voting instruction card will be voted as directed
below. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR ITEMS 1, 2 AND
3 AND AGAINST ITEMS 4, 5 AND 6. THIS VOTING INSTRUCTION CARD WILL BE KEPT
CONFIDENTIAL IN ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE
1 OF THE PROXY STATEMENT.
[X] Please mark your votes at this.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
FOR WITHHELD
ALL FOR ALL
ITEM 1 The election as directors of the following nominees:
[ ] [ ]
Ronald W. Burkle Dale R. Laurance
John S. Chalsty Irvin W. Maloney
Edward P. Djerejian Rodolfo Segovia
John E. Feick Aziz D. Syriani
J. Roger Hirl Rosemary Tomich
Ray R. Irani
(To withhold authority to vote for any nominee(s), mark FOR ALL and write
nominee(s) name(s) in the space provided below.)
______________________________________________________________
FOR AGAINST ABSTAIN
ITEM 2 The ratification of the selection of [ ] [ ] [ ]
Arthur Andersen LLP as independent public accountants.
FOR AGAINST ABSTAIN
ITEM 3 The amendment of the 1999 Restricted Stock [ ] [ ] [ ]
Plan for Non-employee Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 4, 5 AND 6.
FOR AGAINST ABSTAIN
ITEM 4 The stockholder proposal regarding maximizing [ ] [ ] [ ]
value.
FOR AGAINST ABSTAIN
ITEM 5 The stockholder proposal regarding executive [ ] [ ] [ ]
compensation.
FOR AGAINST ABSTAIN
ITEM 6 The stockholder proposal regarding risk analysis [ ] [ ] [ ]
report.
Please sign your name exactly as it appears printed hereon. When shares are held
by joint tenants, both should sign. Executors, administrators, guardians, and
others signing in a fiduciary capacity should sign their full title as such.
SIGNATURE __________________________________________ DATE ______________________
SIGNATURE __________________________________________ DATE ______________________
