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As filed with the Securities and Exchange Commission on July 15, 2014
Registration No. 001-36478
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
California Resources Corporation
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 46-5670947 (I.R.S. Employer Identification No.) |
10889 Wilshire Blvd. | ||
Los Angeles, California | 90024 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code:
310-208-8800
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
---|---|---|
Common stock, par value $0.01 per share | The New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer ý (Do not check if a smaller reporting company) | Smaller reporting company o |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
The information required by the following Form 10 Registration Statement items is contained in the sections identified below of the information statement attached hereto as Exhibit 99.1, each of which are incorporated in this Form 10 Registration Statement by reference:
The information required by this item is contained under the sections "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," "Arrangements Between Occidental and Our Company" and "Other Related Party Transactions" of the Information Statement. Those sections are incorporated herein by reference.
The information required by this item is contained under the section "Risk Factors" of the Information Statement. That section is incorporated herein by reference.
The information required by this item is contained under the sections "Summary," "Selected Historical Combined Financial Data," "Unaudited Pro Forma Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Capital Stock" and "Index to Financial Statements and Supplementary Information" of the Information Statement. Those sections are incorporated herein by reference.
The information required by this item is contained under the section "Business" of the Information Statement. That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is contained under the section "Security Ownership of Certain Beneficial Owners and Management" of the Information Statement. That section is incorporated herein by reference.
Item 5. Directors and Executive Officers
The information required by this item is contained under the section "Management" of the Information Statement. That section is incorporated herein by reference.
Item 6. Executive Compensation
The information required by this item is contained under the section "Executive Compensation" of the Information Statement. That section is incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is contained under the sections "Management," "Executive Compensation," "Arrangements Between Occidental and Our Company" and "Other Related Party Transactions" of the Information Statement. Those sections are incorporated herein by reference.
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The information required by this item is contained under the sections "Business—Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Lawsuits, Claims and Contingencies" of the Information Statement. Those sections are incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters
The information required by this item is contained under the sections "Risk Factors," "The Spin-Off," "Dividend Policy," "Executive Compensation" and "Description of Capital Stock" of the Information Statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities
The information required by this item is contained under the section "Description of Capital Stock." That section is incorporated herein by reference.
Item 11. Description of Registrant's Securities to be Registered
The information required by this item is contained under the section "Description of Capital Stock" of the Information Statement. That section is incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this item is contained under the section "Description of Capital Stock—Limitation of Liability and Indemnification Matters" of the Information Statement. That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the sections "Selected Historical Combined Financial Data," "Unaudited Pro Forma Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Capital Stock" and "Index to Financial Statements and Supplementary Information" of the Information Statement. Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
- (a)
- Financial Statements
The information required by this item is contained under the section "Index to Financial Statements, Supplementary Data and Schedules" beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.
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- (b)
- Exhibits
The following documents are filed as exhibits hereto:
Exhibit No. | Description | ||
---|---|---|---|
2.1 | * | Form of Separation and Distribution Agreement between Occidental Petroleum Corporation and California Resources Corporation | |
3.1 | * | Form of Amended and Restated Certificate of Incorporation of California Resources Corporation | |
3.2 | * | Form of Amended and Restated Bylaws of California Resources Corporation | |
4.1 | * | Form of Stockholder's and Registration Rights Agreement | |
10.1 | * | Form of Transition Services Agreement between Occidental Petroleum Corporation and California Resources Corporation | |
10.2 | * | Form of Tax Sharing Agreement between Occidental Petroleum Corporation and California Resources Corporation | |
10.3 | * | Form of Employee Matters Agreement between Occidental Petroleum Corporation and California Resources Corporation | |
10.4 | * | Form of Intellectual Property License Agreement between Occidental Petroleum Corporation and California Resources Corporation | |
10.5 | * | Form of California Resources Corporation 2014 Incentive Plan | |
10.6 | * | Form of Grant Agreements | |
10.7 | * | Form of Indemnification Agreements | |
10.8 | * | Form of Area of Mutual Interest Agreement between Occidental Petroleum Corporation and California Resources Corporation | |
10.9 | * | Form of Confidentiality and Trade Secret Protection Agreement between Occidental Petroleum Corporation and California Resources Corporation | |
10.10 | * | Agreement for Implementation of an Optimized Waterflood Program for the Long Beach Unit, dated November 5, 1991, by and among the State of California, by and through the State Lands Commission, the City of Long Beach, Atlantic Richfield Company and ARCO Long Beach, Inc. | |
21.1 | * | List of Subsidiaries of California Resources Corporation | |
99.1 | Information Statement, preliminary and subject to completion, dated July 15, 2014 | ||
99.2 | ** | Report of Independent Petroleum Engineers, Ryder Scott Company, L.P. | |
99.3 | Information regarding "Significant Items Affecting Earnings of Occidental Petroleum" and "Basic Earnings Per Common Share of Occidental Petroleum" extracted from Occidental's Annual Report on Form 10-K for the year ended December 31, 2013. |
- *
- To be filed by amendment.
- **
- Previously filed.
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
California Resources Corporation | ||||
By: | /s/ TODD A. STEVENS Todd A. Stevens President and Chief Executive Officer Date: July 15, 2014 |
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INFORMATION REQUIRED IN REGISTRATION STATEMENT CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
- Item 1. Business
Item 1A. Risk Factors
Item 2. Financial Information
Item 3. Properties
Item 4. Security Ownership of Certain Beneficial Owners and Management
Item 5. Directors and Executive Officers
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions, and Director Independence
Item 8. Legal Proceedings
Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters
Item 10. Recent Sales of Unregistered Securities
Item 11. Description of Registrant's Securities to be Registered
Item 12. Indemnification of Directors and Officers
Item 13. Financial Statements and Supplementary Data
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 15. Financial Statements and Exhibits