SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 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 paid 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:
________________________________________________________________
(LOGO)
NOTICE OF
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OCCIDENTAL PETROLEUM CORPORATION
1997 ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
FRIDAY, APRIL 25, 1997
SANTA MONICA CIVIC AUDITORIUM
1855 MAIN STREET SANTA MONICA, CALIFORNIA
Meeting Hours
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EXHIBIT ROOM OPENS 9:15 A.M.
MEETING 10:30 A.M.
IMPORTANT
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PLEASE PROMPTLY MARK, SIGN,
DATE AND RETURN YOUR PROXY
CARD IN THE ENCLOSED
ENVELOPE.
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
AND
CHIEF EXECUTIVE OFFICER
March 17, 1997
Dear Stockholder:
On behalf of our Board of Directors, I cordially invite you to
attend Occidental's 1997 Annual Meeting of Stockholders at 10:30
a.m. on Friday, April 25, 1997, at the Santa Monica Civic
Auditorium, 1855 Main Street, Santa Monica, California.
Our business will include electing five directors, all of whom
are present Occidental directors, ratifying the selection of
independent public accountants and amending the Restated
Certificate of Incorporation to declassify the Board of
Directors.
These matters are described in detail in the attached Proxy
Statement for the meeting.
The directors and officers of Occidental look forward to
seeing you at the meeting. As in the past, there will be a report
on operations and an opportunity for questions.
I encourage you to attend the meeting in person. Whether you
do so or not, however, I hope you will read the enclosed Proxy
Statement and then complete, sign and date the enclosed proxy
card and return it in the enclosed postage-prepaid envelope. This
will save Occidental additional expenses of soliciting proxies as
well as ensure that your shares are represented. Please note that
you may vote in person at the meeting even if you have previously
returned the proxy. Whether you vote in person or by proxy, your
vote will be kept confidential.
Sincerely yours,
R. R. IRANI
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 25, 1997
To the Stockholders:
The Annual Meeting of Stockholders of Occidental Petroleum
Corporation ("Occidental") will be held at the Santa Monica Civic
Auditorium, 1855 Main Street, Santa Monica, California, on
Friday, April 25, 1997, at 10:30 a.m. for the following purposes,
all as set forth in the attached Proxy Statement:
1. To elect five directors to serve for three year terms
expiring at the annual meeting in 2000. The Board of
Directors' nominees are named in the attached Proxy Statement.
2. To consider and take action on the ratification of the
selection of Arthur Andersen LLP as independent public
accountants for 1997.
3. To amend the Restated Certificate of Incorporation to
declassify the Board of Directors.
4. To transact such other business as may properly come
before the meeting or any adjournment thereof, including such
matters as may be duly proposed by stockholders. The Board of
Directors knows of no stockholder proposals that may be
presented at the meeting.
Only stockholders of record on the books of Occidental at the
close of business on March 7, 1997, will be entitled to receive
notice of and to vote at the meeting.
Stockholders are cordially invited to attend the meeting in
person. However, whether or not you expect to attend, we urge you
to read the accompanying Proxy Statement and then complete, sign,
date and return the enclosed proxy card in the enclosed
postage-prepaid envelope. It is important that your shares be
represented at the meeting, and your promptness will assist us to
prepare for the meeting and to avoid the cost of a follow-up
mailing. If you receive more than one proxy card because you own
shares registered in different names or at different addresses,
each proxy card should be completed and returned.
Sincerely,
DONALD P. DE BRIER
Los Angeles, California Donald P. de Brier
March 17, 1997 Secretary
PROXY STATEMENT
Annual Meeting of Stockholders To Be Held April 25, 1997
GENERAL INFORMATION
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This Proxy Statement is furnished to stockholders of
Occidental Petroleum Corporation, a Delaware corporation
("Occidental"), in connection with the solicitation by the Board
of Directors of Occidental (the "Board of Directors" or "Board")
of proxies for use at its Annual Meeting of Stockholders (the
"Meeting") scheduled to be held on Friday, April 25, 1997, at
10:30 a.m., Los Angeles time, at the Santa Monica Civic
Auditorium, 1855 Main Street, Santa Monica, California, and at
any and all adjournments thereof. It is anticipated that the
mailing to stockholders of this Proxy Statement and the enclosed
form of proxy will commence on or about March 17, 1997.
At the Meeting, stockholders of Occidental will vote upon: (1)
the election of five directors for a term of three years; (2) the
ratification of the selection of independent public accountants
for 1997; (3) the proposal to amend the Restated Certificate of
Incorporation to declassify the Board of Directors; and (4) such
other business as may properly come before the Meeting and any
and all adjournments thereof, including such matters as may be
duly proposed by stockholders. The Board of Directors knows of no
stockholder proposals that may be presented at the Meeting.
VOTING RIGHTS AND VOTES REQUIRED
The close of business on March 7, 1997, has been fixed as the
record date for the determination of stockholders entitled to
receive notice of and to vote at the Meeting. As of the close of
business on such date, Occidental had outstanding and entitled to
vote 329,754,982 shares of Common Stock, par value $.20 per
share ("Common Stock") and 3,606,484 shares of $3.875 Cumulative
Convertible Voting Preferred Stock, par value $1.00 per share
("Convertible Preferred Stock").
A majority of the outstanding shares of Common Stock and
Convertible Preferred Stock voting together as a single class
must be represented in person or by proxy at the Meeting in order
to constitute a quorum for the transaction of business. The
record holder of each share of Common Stock and Convertible
Preferred Stock entitled to vote at the Meeting will have one
vote for each share so held.
When no instructions have been given on a proxy card with
respect to a matter, the shares will be voted in the manner
specified on the card. Pursuant to stock exchange rules, however,
shares held in street name will not be voted with respect to
certain matters when no instructions have been given.
Directors are elected by a plurality of the votes cast.
Stockholders may not cumulate their votes. The five candidates
receiving the highest number of votes will be elected. In
tabulating the votes, broker nonvotes will be disregarded and
have no effect on the outcome of the vote.
The affirmative vote of the holders of a majority of the
shares of Common Stock and Convertible Preferred Stock voting
together as a single class represented at the Meeting in person
or by proxy and entitled to vote thereat will be required to
ratify the selection of independent public accountants. The
affirmative vote of the holders of a majority of the shares of
Common Stock and Convertible Preferred Stock outstanding voting
together as a class will be required to approve the proposal to
amend the Restated Certificate of Incorporation. In determining
whether a proposal has received the requisite number of
affirmative votes, abstentions and broker nonvotes will have the
same effect as votes against the proposal.
VOTING OF PROXIES
In connection with the solicitation by the Board of Directors
of proxies for use at the Meeting, the Board has designated Dr.
Ray R. Irani and Dr. Dale R. Laurance to vote shares represented
by such proxies. Shares represented by all properly executed
proxies will be voted at the Meeting in accordance with the
instructions specified thereon. If no instructions are specified,
the shares represented by any properly executed proxy will be
voted FOR the election of the nominees listed below under
"Election of Directors," FOR the ratification of the selection of
independent public accountants and FOR the amendment of the
Restated Certificate of Incorporation.
The Board of Directors is not aware of any matter that will
come before the Meeting other than as described above. However,
if any such other matter is duly presented, in the absence of
instructions to the contrary, such proxies will be voted in
accordance with the judgment of Drs. Irani and Laurance.
CONFIDENTIAL VOTING
Occidental has a policy that all proxies, ballots and other
voting materials that identify how a stockholder voted are to be
kept permanently confidential and are not to be disclosed to any
entity or person, including the directors, officers, employees or
stockholders of Occidental, except (i) to allow the tabulator to
tabulate and certify the vote, (ii) to comply with federal or
state law, including the order of any court, department or
agency, (iii) in connection with a contested proxy solicitation,
(iv) if a stockholder makes a written comment on a proxy card or
ballot or (v) if a stockholder expressly requests disclosure of
his or her vote. The receipt and tabulation of the proxies,
ballots and voting materials and the performance of the duties of
the inspector of elections must be by one or more parties
independent of Occidental, its Board of Directors and any
stockholder holding more than 10 percent of the voting securities
of Occidental. The tabulator and inspector of elections are
required to sign a statement acknowledging the obligation to
comply with the policy.
REVOCATION OF PROXIES
Any proxy given pursuant to this solicitation may be revoked
by a stockholder at any time before it is exercised. Any proxy
may be revoked by a writing, by a valid proxy bearing a later
date delivered to Occidental or by attending the Meeting and
voting in person.
SOLICITATION OF PROXIES
The expenses of this solicitation will be paid by Occidental.
To the extent necessary to ensure sufficient representation at
the Meeting, proxies may be solicited by any appropriate means by
officers, directors and regular employees of Occidental, who will
receive no additional compensation therefor. In addition,
Occidental has engaged the services of Georgeson & Company Inc.,
a firm specializing in proxy solicitation, to solicit proxies and
to assist in the distribution and collection of proxy material
for a fee estimated at approximately $15,000, plus reimbursement
of out-of-pocket expenses. Occidental will pay persons holding
stock in their names or in the names of their nominees, but not
owning such stock beneficially (such as brokerage houses, banks
and other fiduciaries), for the expense of forwarding soliciting
material to their principals.
ELECTION OF DIRECTORS
The directors of Occidental are divided into three classes,
with approximately one-third of the directors standing for
election each year. The terms of five directors will expire at
the Meeting, the terms of five directors will expire at the 1998
Annual Meeting and the terms of four directors will expire at the
1999 Annual Meeting. All of the directors whose terms expire at
the Meeting previously were elected by the stockholders, except
for Mr. Chalsty who was appointed to fill the vacancy created
when the size of the Board was increased to 14 members effective
November 14, 1996.
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Occidental is firmly committed to achieving a diverse and
broadly inclusive work force and Board of Directors by creating
equal opportunity for men and women of every race, color,
religion, ethnicity, national origin and cultural background.
No person who has reached the age of 72 is eligible for
election as a director of Occidental except that any person who
at December 15, 1994, was aged 72 or older and serving as a
director is eligible for reelection as a director once, at the
annual meeting of stockholders occurring upon expiration of the
term of office such director was serving at December 15, 1994.
The five persons designated by the Board of Directors as
nominees for election at the Meeting as directors are Messrs.
John S. Chalsty, Arthur Groman, J. Roger Hirl, John W. Kluge and
Rodolfo Segovia.
It is intended that proxies received will be voted for the
election as directors of Messrs. Chalsty, Groman, Hirl, Kluge and
Segovia, to serve for three-year terms expiring at the 2000
annual meeting, and until their successors are elected and
qualified. 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 five nominees for election at the Meeting
and for each of the other nine directors whose terms will
continue after the Meeting.
NOMINEES FOR TERM EXPIRING IN 2000
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(PHOTOGRAPH OF JOHN S. CHALSTY)
JOHN S. CHALSTY, 63 Director since 1996
Chairman and Chief Executive Officer
of Donaldson, Lufkin & Jenrette, Inc.,
New York, New York.
Mr. Chalsty, 63, is chairman and chief executive officer of
Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), an investment banking
firm. He joined DLJ in 1969 as an oil analyst and served in a
series of increasingly responsible positions, including president
and chief executive from 1986 until assuming his current position
in early 1996. Before that, he worked 12 years for Standard Oil
Company of New Jersey (now Exxon) in the United States and
Europe.
Mr. Chalsty also serves on the boards of directors of The
Equitable Companies, Anchor Glass Container Corp., SDW Holdings
Corporation and IBP, inc. He was a director of the New York
Stock Exchange from 1988 to 1994 and served as its vice chairman
from 1990 to 1994. Mr. Chalsty is Chairman of the New York City
Economic Development Corporation.
He also is a member, past president and director of the New York
Society of Financial Analysts and a member and past director of
Financial Analysts Federation, as well as being active in civic,
education, arts and medical organizations.
Mr. Chalsty received Bachelor of Science degrees in chemistry and
physics and a Master of Science degree from the University of
Witwatersrand in Johannesburg, South Africa, and a Master of
Business Administration degree with high distinction from Harvard
Business School, where he was a Baker Scholar.
(PHOTOGRAPH OF ARTHUR GROMAN)
ARTHUR GROMAN, 82 Director since 1957
Lawyer-Senior Partner of the law firm
of Mitchell, Silberberg & Knupp,
Los Angeles, California.
Mr. Groman has served on the Board of Directors of Occidental
longer than any other director, having been first elected in June
1957. He is the senior partner of the Los Angeles law firm of
Mitchell, Silberberg & Knupp, having been associated with that
firm since
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1944. Previously, he was an attorney in the Office of the General
Counsel in the U.S. Treasury Department and an attorney for the
Bureau of Internal Revenue. He is the author of numerous articles
on taxation. Mr. Groman is a cofounder of the Tax Institute of
the Law School of the University of Southern California, a Fellow
of the American College of Trial Lawyers, a past President of the
California Institute for Cancer Research and an emeritus member
of the Board of Directors of Cedars-Sinai Medical Center. He has
served as President of the Yale Law School Alumni Association of
Southern California.
Committees: Executive; Nominating (Chairman).
(PHOTOGRAPH OF J. ROGER HIRL)
J. ROGER HIRL, 65 Director since 1988
Executive Vice President of Occidental;
President and Chief Executive Officer of
Occidental Chemical Corporation.
Mr. Hirl became President and Chief Operating Officer of
Occidental Chemical Corporation in 1983 and its Chief Executive
Officer in 1991. He was elected an Executive Vice President of
Occidental in 1984. Before joining Occidental, he was Senior Vice
President of the Chemicals Group of Olin Corporation, where he
was responsible for all business units. During a 23-year career
with Olin, Mr. Hirl held a number of management positions,
including Vice President of Administration and Vice President and
General Manager of the company's industrial chemicals department.
Mr. Hirl is a graduate of the University of Iowa, where he
received a B.L.S. degree in liberal arts. Mr. Hirl is Chairman of
the Board of the Chlorine Chemistry Council and is an appointed
member of the Industry Policy Advisory Committee (IPAC), jointly
administered by the Office of the U.S. Trade Representative and
the Department of Commerce. He is a past Chairman of the Board of
the Chemical Manufacturers Association, the American Plastics
Council, the Chlorine Institute and the Society of Chemical
Industry, American Section. He is a director of Armand Products
Company, Clean Sites, Texas Taxpayers and Research Association,
The Dallas Citizens Council, The Dallas Together Forum and The
Science Place, Dallas.
(PHOTOGRAPH OF JOHN W. KLUGE)
JOHN W. KLUGE, 82 Director since 1984
Chairman of the Board
and President of
Metromedia Company,
New York, New York.
Mr. Kluge has been Chairman of the Board and President of
Metromedia Company since 1986. Metromedia Company is a
diversified investment partnership with activities in
telecommunications, food services, robotic painting and computer
software. Mr. Kluge is a director of Metromedia International
Group, Inc., The Bear Stearns Companies Inc., Conair Corporation,
PON Holding Corp. and Metromedia Steakhouses Company, L.P. He is
a Governor of the New York College of Osteopathic Medicine, a
Trustee of the Preventive Medicine Institute-Strang Clinic and a
member of the Advisory Committee of The Chase Manhattan
Corporation.
(PHOTOGRAPH OF RODOLFO SEGOVIA)
RODOLFO SEGOVIA, 60 Director since 1994
President and Chief Executive Officer of
Polipropileno del Caribe, S.A.
Bogota, Colombia.
Since August 1996, Mr. Segovia has served as the President and
Chief Executive Officer of Polipropileno del Caribe, S.A., a
manufacturer of polypropylene. From 1994 to 1996 and from 1986 to
1990, he served as the Managing Partner of Inversiones
Sanford S.A., where he continues to serve on the Executive
Committee. Inversiones Sanford is a conglomerate with interests
in, among other things, the manufacture of wire and cable,
polyvinyl chloride resins and compounds, and stabilizers and
other specialty chemicals for the plastic industry. He was a
Senator of the Republic of Colombia from 1990 to 1993 and the
Minister of Public Works and Transportation for the Republic of
Colombia from 1985 to 1986. He was
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President of Empresa Colombiana de Petroleos from 1982 to
1985 and prior to that spent 17 years with Petroquimica
Colombiana, S.A. in a number of management positions, including
President. Mr. Segovia has a B.S. in Chemical Engineering from
the Massachusetts Institute of Technology, an M.A. in Latin
American History from the University of California, Berkeley, and
a Certificate in Economic Development from the French IRFED
institute. He is a member of the Colombian Academy of History and
a trustee of the University of Los Andes. He has been a lecturer
at the War College (Colombia) since 1981 and is the author of The
Fortifications of Cartagena de Indias, Strategy and History. Mr.
Segovia is a recipient of the Colombia Distinguished Engineers
Award and the Order of Merit of the French Republic.
Committee: Environmental, Health and Safety.
CONTINUING DIRECTORS
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(PHOTOGRAPH OF EDWARD P. DJEREJIAN)
EDWARD P. DJEREJIAN, 57 Director since 1996
Director-James A. Baker III Institute Term expires 1998
for Public Policy at Rice University,
Houston, Texas.
Ambassador Djerejian assumed the position as the founding
Director of the James A. Baker III Institute for Public Policy at
Rice University in 1994. His career in foreign service has
spanned the administrations of eight U.S. Presidents. Ambassador
Djerejian served President Clinton as the United States
Ambassador to Israel from 1993 to 1994, both President Bush and
President Clinton as Assistant Secretary of State for Near
Eastern Affairs from 1991 to 1993 and President Reagan and
President Bush as U.S. Ambassador to the Syrian Arab Republic
from 1988 to 1991. Ambassador Djerejian also served as Deputy
Assistant Secretary of Near Eastern and South Asian Affairs from
1986 to 1988 and Deputy Chief of the U.S. mission to the Kingdom
of Jordan from 1981 to 1984. In 1985, he was assigned to the
White House as Special Assistant to the President and Deputy
Press Secretary for Foreign Affairs. Ambassador Djerejian is also
an expert in Soviet and Russian affairs and, from 1979 to 1981,
was assigned to the U.S. Embassy in Moscow, where he headed the
political section. Ambassador Djerejian joined the Foreign
Service in 1962, after serving in the United States Army as a
First Lieutenant in the Republic of Korea between 1961 and 1962.
In addition to his assignments in Moscow and Amman, he served as
a political officer in Beirut, Lebanon from 1966 to 1969 and
Casablanca, Morocco from 1969 to 1972. Between 1975 and 1977 he
was assigned as U.S. Consul General in Bordeaux, France.
Ambassador Djerejian graduated with a Bachelor of Science from
the School of Foreign Service at Georgetown University in 1960.
He received an Honorary Doctorate in the Humanities from his alma
mater in 1992. Ambassador Djerejian is a member of the Board of
Directors of Global Industries, Inc. Ambassador Djerejian
received the Presidential Distinguished Service Award in 1994,
the Department of State's Distinguished Honor Award in 1993 and
numerous other honors, including the President's Meritorious
Service Award in 1988, the Ellis Island Medal of Honor in 1993,
and the Anti-Defamation League's Moral Statesman Award in 1994.
He is a member of the Council on Foreign Relations, The Asia
Society, Business Council for International Understanding,
International Institute for Strategic Studies and The Bretton
Woods Committee.
(PHOTOGRAPH OF SENATOR ALBERT GORE, SR.)
SENATOR ALBERT GORE, Sr., 88 Director since 1972
Former Executive Vice President Term expires 1999
of Occidental; Former United States Senator.
Senator Gore was a United States Congressman for 14 years and a
Senator for 18 years. Thereafter, Senator Gore and his wife,
Pauline, were in the private practice of law with offices in
Washington, D.C., Nashville, Tennessee and Los Angeles,
California. He was elected an Executive Vice President of
Occidental and Chairman of the Board of Occidental's subsidiary
Island Creek Coal Company in September 1972. He held these
positions until August 1983. As a legislator, he was a leader in
the development of atomic weapons programs, nuclear energy,
foreign relations,
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international trade and taxation. As a member of the Joint
Committee on Atomic Energy, the Finance Committee and the Foreign
Relations Committee, he coauthored the Gore-Holifield Bill
relating to the development of nuclear power and the Gore-Fallon
Interstate Highway Bill and was a leader and author of several
international trade amendments and bills. President Kennedy
appointed Senator Gore as a delegate to the United Nations where
he succeeded in negotiating an agreement on outer space between
the United States and the former Soviet Union. Since retiring
from Occidental, Senator Gore has served on the faculty of
Vanderbilt University and was a visiting scholar at the Kennedy
Institute of Harvard University, University of California, Davis,
and other institutions. Among other literary undertakings, he is
the author of two books: The Eye of the Storm and Let the Glory
Out. He is now active as a businessman in real estate, cattle,
automobiles, antique mall ventures and other commercial
undertakings.
(PHOTOGRAPH OF DR. RAY R. IRANI)
DR. RAY R. IRANI, 62 Director since 1984
Chairman of the Board and Chief Term expires 1998
Executive Officer of Occidental; Chairman of
the Board of Canadian Occidental Petroleum Ltd.
Dr. Irani is the Chairman and Chief Executive Officer of
Occidental, having served as Chairman, President and Chief
Executive Officer of Occidental from 1990 until 1996. He has been
a director of the corporation since 1984. He was President and
Chief Operating Officer of Occidental from 1984 to 1990 and
before that was an Executive Vice President of the corporation.
Dr. Irani joined the Occidental organization in 1983 as Chairman
and Chief Executive Officer of Occidental Chemical Corporation.
He has been Chairman of the Board of Canadian Occidental
Petroleum Ltd. since 1987. From 1973 until he joined Occidental,
Dr. Irani held various positions with Olin Corporation and
ultimately served as President and Chief Operating Officer of
Olin Corporation and as a member of that firm's Board of
Directors.
Dr. Irani received a B.S. degree in chemistry from the
American University of Beirut in 1953 and a Ph.D. in physical
chemistry from the University of Southern California in 1957. He
holds 50 U.S. patents and more than 100 foreign patents, is the
author of the book Particle Size and has published more than 50
technical papers.
Dr. Irani is a director of the National Association of
Manufacturers, the American Petroleum Institute, the National
Committee on United States-China Relations, the Jonsson Cancer
Center Foundation/UCLA, Cedars Bank and Kaufman and Broad Home
Corporation. He is a member of the National Petroleum Council,
the American Institute of Chemists, Inc., the American Chemical
Society, the Scientific Research Society of America, the
Industrial Research Institute, The Conference Board, the CEO
Roundtable and the U.S.-Russia Business Council. He is a trustee
of the University of Southern California and serves on the CEO
Board of Advisors of the University's School of Business
Administration. He also is a trustee of St. John's
Health Center Foundation and the American University of Beirut
and is a member of the Board of Governors of Town Hall and the
World Affairs Council.
Dr. Irani was the recipient of the American Institute of
Chemists' 1983 Honorary Fellow Award, Polytechnic University's
1988 Creative Technology Award and the Chemical Marketing
Research Association's 1990 Man of the Year Award. He received
the B'nai B'rith 1991 International Corporate Achievement Award
and, in 1992, the CEO of the Year Bronze Award from Financial
World magazine and the Americanism Award from the Boy Scouts of
America. He also received the 1994 Distinguished Service Award
presented by the American Jewish Committee and, in 1995, was
selected by The Wall Street Transcript as its silver honoree.
Dr. Irani was appointed in 1994 by President Clinton to the
President's Export Council, the premier national advisory
committee on international trade. Dr. Irani is the only appointee
to the Council from the energy and chemical industries.
Committee: Executive (Chairman).
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(PHOTOGRAPH OF DR. DALE R. LAURANCE)
DR. DALE R. LAURANCE, 51 Director since 1990
President and Senior Operating Officer Term expires 1998
of Occidental.
Dr. Laurance has been President of Occidental since 1996 and
Senior Operating Officer and a director of Occidental since 1990.
He joined Occidental in 1983 as a Vice President of Occidental
Chemical Corporation and was elected Vice President of Operations
of Occidental in 1984. He is also a Director of Canadian
Occidental Petroleum Ltd., Jacobs Engineering Group Inc.,
Leslie's Poolmart Inc., The Armand Hammer Museum of Art and
Cultural Center, Inc., Chemical Manufacturers Association,
American Petroleum Institute, U.S.-Arab Chamber of Commerce, Boy
Scouts of America-Western Los Angeles County Council and a member
of the Advisory Board of the Chemical Heritage Foundation. He is
a past Chairman of the Advisory Board for the Department of
Chemical and Petroleum Engineering at the University of Kansas
and is a recipient of the Distinguished Engineering Service Award
from the School of Engineering at the University of Kansas. Dr.
Laurance has served as a Managing Director of the Joffrey Ballet
Company.
Committee: Executive.
(PHOTOGRAPH OF IRVIN W. MALONEY)
IRVIN W. MALONEY, 66 Director since 1994
President and Chief Executive Officer Term expires 1998
of Dataproducts Corporation,
Simi Valley, California.
Mr. Maloney has been President and Chief Executive Officer since
April 1992 of Dataproducts Corporation of Simi Valley,
California, which designs, manufactures and markets a complete
line of impact and nonimpact printers and supplies for computers.
He joined Dataproducts in 1988 and was elected President and
Chief Operating Officer in October 1991. Prior to joining
Dataproducts, Mr. Maloney had served for three years as an
Executive Vice President of Contel Corporation and President of
Contel's information systems sector; was General Manager of
Harris Corporation's customer support and national accounts
divisions; and spent 27 years in various management positions
with International Business Machines, lastly as Vice President of
western field operations. He is affiliated with the Center for
Corporate Innovation.
Committees: Audit; Compensation.
(PHOTOGRAPH OF GEORGE O. NOLLEY)
GEORGE O. NOLLEY, 81 Director since 1983
Ranching and Investments. Term expires 1999
Mr. Nolley has been engaged in ranching and farming since 1961.
He was a founder, officer and director of The Permian
Corporation, which was subsequently (from 1965 to 1983) a wholly
owned subsidiary of Occidental, and he was a director of Cities
Service Company when Occidental acquired that company in 1982.
Committees: Audit (Chairman); Compensation (Chairman);
Environmental, Health and Safety; Investment.
(PHOTOGRAPH OF JOHN F. RIORDAN)
JOHN F. RIORDAN, 61 Director since 1991
Executive Vice President of Occidental; Term expires 1999
President, Chief Executive Officer
and a Director of MidCon Corp.
Mr. Riordan became Chief Executive Officer of MidCon Corp., which
conducts Occidental's natural gas transmission business, in 1990
and was elected an Executive Vice President of Occidental in
1991. He has been President and a director of MidCon Corp. since
1988. Mr. Riordan joined Occidental's chemical division in 1958.
From 1987 to 1988, he was President and a
7
director of the company that was the natural gas liquids
affiliate of Occidental Oil and Gas Corporation. He was Executive
Vice President and a director of OXY USA Inc. and Executive Vice
President of Occidental Oil and Gas Corporation from 1986 to
1988. Mr. Riordan has a B.S. degree in chemistry from Niagara
University and an M.B.A. degree from the State University of New
York at Buffalo. Mr. Riordan is Chairman of the Gas Research
Institute and serves on the board of the Interstate Natural Gas
Association of America. He is a director of the Chicagoland
Chamber of Commerce and a governing member of the Orchestral
Association in Chicago.
(PHOTOGRAPH OF AZIZ D. SYRIANI)
AZIZ D. SYRIANI, 54 Director since 1983
President and Chief Term expires 1998
Operating Officer, The Olayan
Group of Companies.
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. He has been
associated with The Olayan Group since 1973, first as outside
legal counsel and then as a full time executive in 1976. Mr.
Syriani obtained his L.L.M. degree from Harvard Law School. Mr.
Syriani is a director of Credit Suisse, F.B.
Committees: Investment (Chairman); Nominating.
(PHOTOGRAPH OF ROSEMARY TOMICH)
ROSEMARY TOMICH, 59 Director since 1980
Owner, Hope Cattle Company and A. S. Tomich Term expires 1999
Construction Company; Chairman of the Board
of Directors and Chief Executive Officer,
Livestock Clearing Inc.
Miss Tomich has been owner of the Hope Cattle Company, a feeding
operation, since 1958. Since 1970, she has been the owner of the
A. S. Tomich Construction Company in Los Angeles, California.
Miss Tomich is a Trustee of the Salk Institute for Biological
Studies, a director of the Betty Clooney Foundation for Persons
with Brain Injury, a director of Continental Culture Specialists
Inc., a member of the Advisory Board of the University of
Southern California School of Business Administration, a member
of the President's Corporate Cabinet of the California
Polytechnic State University San Luis Obispo and a Trustee of the
UCLA Foundation.
Committees: Executive; Audit; Compensation; Environmental,
Health and Safety (Chairperson); Investment.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
-------
The Board of Directors has established an Executive Committee,
consisting of Dr. Irani, as Chairman, Mr. Groman, Dr. Laurance
and Miss Tomich, which, to the extent permitted by law, exercises
the powers of the Board with respect to the management of the
business and affairs of Occidental between Board meetings. The
Executive Committee held no meetings during 1996 and acted four
times by unanimous written consent in lieu of a meeting. The
Board has also established standing Audit; Compensation;
Nominating; Environmental, Health and Safety; and Investment
Committees.
The Audit Committee, consisting of Mr. Nolley, as Chairman,
Miss Tomich and Mr. Maloney, selects the firm of independent
public accountants that audits the consolidated financial
statements of Occidental and its subsidiaries, discusses the
scope and results of the audit with the accountants, discusses
Occidental's financial accounting and reporting principles and
the adequacy of Occidental's financial controls with the
accountants and with management and discusses the results of
internal audits with management. The Audit Committee held 15
meetings in 1996.
The Compensation Committee, consisting of Mr. Nolley, as
Chairman, Mr. Maloney and Miss Tomich, administers Occidental's
incentive plans, including the Incentive Compensation Plan, the
Executive Long-Term Incentive Stock Purchase Plan and the Stock
Option Plans, and reviews the annual compensation of the senior
8
officers of Occidental. The Compensation Committee held five
meetings in 1996. The Compensation Committee's report on
executive compensation begins at page 18.
The Nominating Committee, consisting of Mr. Groman, as
Chairman, and Mr. Syriani, recommends candidates for election to
the Board. The Nominating Committee will consider nominees
recommended by stockholders if the stockholder recommendations
are forwarded to the Secretary of Occidental for transmission to
the Nominating Committee 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, are
subject to receipt by Occidental of notice of the proposed
nomination not less than 50 days nor more than 75 days prior to
the meeting; provided, however, that in the event that less than
60 days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the
stockholder to be timely must be received not later than the
close of business on the 10th day following the day on which the
notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Additional
information is also required as specified in Occidental's By-
laws, a copy of which may be obtained from Occidental upon
request. The Nominating Committee held one meeting in 1996.
The Environmental, Health and Safety Committee, consisting of
Miss Tomich, as Chairperson, and Messrs. Nolley and Segovia,
reports to the Board on environmental, health and safety matters;
reviews all environmental and safety audits; and monitors
significant environmental, health and safety issues. The
Environmental, Health and Safety Committee held six meetings in
1996.
The Investment Committee, consisting of Mr. Syriani, as
Chairman, Mr. Nolley and Miss Tomich, reviews and makes written
recommendations to the Board related to significant business
activities outside the areas of Occidental's primary business
operations (oil and gas, gas transmission and chemicals) or
domestic coal. Although there were no matters for its
consideration, the Investment Committee acted twice by unanimous
written consent and held two meetings in 1996.
The Board of Directors held six regular meetings during 1996.
Each director, except Mr. Kluge, attended at least 75 percent of
the aggregate of the meetings of the Board of Directors and the
committees of which he or she was a member.
Non-employee directors are paid a monthly retainer at the
annual rate of $25,000, 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,
receive an annual grant of 250 shares of Common Stock, plus an
additional 200 shares of Common Stock for each committee he or
she chairs. During 1996, two directors also received $1,000 for
attending the sole meeting of the directors of the Occidental
Petroleum Charitable Foundation, Inc.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-------
As noted above, the current members of the Compensation
Committee are Messrs. Nolley and Maloney and Miss Tomich. None of
the members of the Compensation Committee served as a member of
the compensation committee or other board committee performing
similar functions of any other entity in 1996.
RELATED PARTY TRANSACTIONS
-------
For many years, Occidental and certain of its subsidiaries
have used the services of various attorneys, including Mr.
Groman, at the law firm of Mitchell, Silberberg & Knupp, of which
Mr. Groman is a senior partner. During 1996, Occidental and such
subsidiaries paid the firm approximately $865,000 for legal
services and disbursements. In addition, Occidental has entered
into a consultation agreement with Mr. Groman pursuant to which
he will render consulting services for a term of seven years
after he ceases to be a director for annual compensation during
such term of $25,000, with one-half of such compensation payable
to designated beneficiaries for the balance of such term if he
dies prior to its expiration.
9
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 and directors 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 such reports furnished to
Occidental, or written representations that no reports were
required, Occidental believes that, during 1996, all of its
executive officers and directors complied with the Section 16(a)
requirements.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
On February 28, 1997, the beneficial owners shown below were
the only persons known to Occidental to be the beneficial owner
of five percent or more of any class of the outstanding voting
securities of Occidental. As explained above under "Voting Rights
and Votes Required," Convertible Preferred Stock and Common Stock
vote together as a class. Accordingly, the voting power of each
of the beneficial owners of Convertible Preferred Stock shown
below is less than one percent of the combined class of
Convertible Preferred Stock and Common Stock.
_________________________________________________________________
Amount and
Nature of
Title of Name and Address Beneficial Percent of
Class of Beneficial Owner Ownership Class
_________________________________________________________________
Common Stock FMR Corp. 36,852,427(1) 11.2%
82 Devonshire Street
Boston, Massachusetts
02109
$3.875 Lamar Hunt Trust 1,241,448(2) 34.4%
Convertible Estate
Voting 1601 Elm Street,
Preferred Suite 1962
Dallas, Texas 75201
$3.875 Nelson Bunker Hunt 1,170,732(2) 32.5%
Convertible Trust Estate
Voting 500 Akard, Suite 3500
Preferred Dallas, Texas 75201
$3.875 William Herbert 1,194,304(2) 33.1%
Convertible Hunt Trust Estate
Voting 1602 Elm Street,
Preferred Suite 3900
Dallas, Texas 75201
_________________________________________________________________
(1) Pursuant to the Schedule 13G filed as of February 12,
1997, with Securities and Exchange Commission, FMR Corp. has sole
voting power for 2,403,162 shares and sole investment power for
36,852,427 shares. The number of shares of Common Stock includes
1,415,967 shares resulting from the assumed conversion of 644,500
shares of Occidental's $3.875 Convertible Preferred Stock and
3,139,948 shares resulting from the assumed conversion of
1,778,000 shares of Occidental's $3.00 CXY-Indexed Convertible
Preferred Stock.
(2) Occidental has been advised that the owner has sole
voting and investment power with respect to the shares listed
above.
10
The following table sets forth certain information regarding
the beneficial ownership of Common Stock as of February 28, 1997,
by the five highest-paid executive officers, the directors of
Occidental, David R. Martin, who retired as a director and an
executive officer in September 1996, and all executive officers
and directors as a group.
- -----------------------------------------------------------------
Amount and
Nature of
Name of Beneficial Percent
Beneficial Owner Ownership(1) of Class
_________________________________________________________________
Ray R. Irani 1,774,320 (2)
Dale R. Laurance 312,304 (2)
J. Roger Hirl 219,781 (2)
David R. Martin 175,680 (2)
John F. Riordan 208,928(3) (2)
John S. Chalsty 5,000 (2)
Edward P. Djerejian 375 (2)
Albert Gore, Sr. 34,337(4) (2)
Arthur Groman 17,450 (2)
John W. Kluge 1,020,250 (2)
Irvin W. Maloney 1,750 (2)
George O. Nolley 2,280 (2)
Rodolfo Segovia 6,323(5) (2)
Aziz D. Syriani 1,450 (2)
Rosemary Tomich 4,950 (2)
Donald P. de Brier 86,605 (2)
All executive
officers and 4,743,774(6) 1.4%
directors as a
group (28 persons)
_________________________________________________________________
(1) Does not include shares acquired after December 31,
1996, under the Occidental Petroleum Corporation Savings Plan or
the Dividend Reinvestment Plan. Each executive officer and
director possesses sole voting and investment power with respect
to the shares listed, except for 625,095 shares held by Dr.
Irani, 81,615 shares held by Dr. Laurance, 44,763 shares held by
Mr. Hirl, 38,673 shares held by Mr. Riordan, 25,874 shares held
by Mr. de Brier and 37,663 shares held by Mr. Martin, for which
investment power had not vested pursuant to the Occidental
Petroleum Corporation Executive Long-Term Incentive Stock
Purchase Plan (the "Stock Purchase Plan"), the Occidental
Petroleum Corporation 1995 Incentive Stock Plan (the "1995 Stock
Plan") or the Occidental Petroleum Corporation Savings Plan (the
"Savings Plan") and 175 shares held by Mr. Djerejian, 250 shares
held by Mr. Gore, 450 shares held by Mr. Groman, 250 shares held
by Mr. Kluge, 250 shares held by Mr. Maloney, 650 shares held by
Mr. Nolley, 250 shares held by Mr. Segovia, 450 shares held by
Mr. Syriani and 450 shares held by Ms. 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 28,
1997, or becoming exercisable within 60 days thereafter: Dr.
Irani, 933,334 shares; Dr. Laurance, 180,000 shares; Mr. Hirl,
143,334 shares; Mr. Riordan, 128,334 shares; Mr. de Brier, 60,000
shares and Mr. Martin, 96,667 shares.
(2) Less than one percent.
(3) Holdings include 100 shares held by Mr. Riordan's wife,
as to which Mr. Riordan disclaims any beneficial ownership.
(4) Holdings include 5,500 shares held by Senator Gore's
wife, as to which Senator Gore disclaims any beneficial
ownership.
(5) Holdings include 5,000 shares held by Mr. Segovia as
trustee for the benefit of his children.
(6) Holdings include 2,126,406 shares that certain
executive officers and directors could acquire upon the exercise
of options exercisable on February 28, 1997, or becoming
exercisable within 60 days thereafter, as well as 998,043
shares issued pursuant to the Stock Purchase Plan, the 1995
Stock Plan or the Savings Plan for which investment power had not
vested.
11
EXECUTIVE COMPENSATION
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, the four other highest-paid executive officers of
Occidental serving as executive officers on December 31, 1996,
and Mr. Martin, who retired as a director and an executive
officer in September 1996; (2) the options and stock appreciation
rights granted to such executives in 1996; (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 to such executives in 1996.
SUMMARY COMPENSATION TABLE
__________________________________________________________________________________________________________
Long-Term Compensation
Annual Compensation Awards
------------------- ----------------------
Other Securities
Annual Restricted Underlying All Other
Name and Compensa- Stock Options/ Compen-
Principal Salary Bonus tion(1) Awards(2) SARs sation
Position Year ($) ($) ($) ($) (#) ($)
__________________________________________________________________________________________________________
Ray R. Irani
Chairman and 1996 $1,900,000 $872,000 $1,236,958(3) $2,611,666 200,000 $138,905(4)
Chief Execu- 1995 $1,900,000 $872,000 $998,209(3) $2,459,444 200,000 $122,714(4)
tive Officer 1994 $1,900,000 $872,000 $666,696(3) $2,326,869 150,000 $120,874(4)
Dale R.
Laurance, 1996 $860,000 $700,000 0 $164,010 85,000 $207,358(5)
President and 1995 $820,000 $620,000 0 $394,991 45,000 $183,002(5)
Senior Oper- 1994 $790,000 $365,000 0 $375,003 30,000 $181,131(5)
ating Officer
J. Roger Hirl, 1996 $565,000 $255,000 $132,169(6) $98,090 50,000 $98,624(7)
Executive Vice 1995 $545,000 $420,000 0 $214,002 35,000 $90,689(7)
President 1994 $530,000 $210,000 0 $210,001 20,000 $87,881(7)
John F. 1996 $565,000 $430,000 0 $98,090 50,000 $135,178(9)
Riordan, 1995 $545,000 $335,000 0 $209,998 35,000 $127,600(9)
Executive 1994 $525,000 $210,000 $55,391(8) $160,004 20,000 $122,048(9)
Vice
President
Donald P. 1996 $460,000 $360,000 0 $79,194 40,000 $73,462(11)
de Brier, 1995 $440,000 $335,000 0 $167,995 30,000 $70,192(11)
Executive 1994 $413,333 $168,000 $80,389(10) $160,004 20,000 $65,762(11)
Vice President,
General Counsel
and Secretary
David R. 1996 $565,000 0 0 $98,090 50,000 $424,212(12)
Martin, 1995 $545,000 $390,000 0 $209,998 35,000 $147,914(12)
(Retired) 1994 $525,000 $260,000 0 $200,005 20,000 $139,231(12)
____________________________________________________________________________________________________________
12
(1) None of the executive officers listed received
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, other than Mr. Hirl (in 1996 only)
Mr. Riordan (in 1994 only) and Mr. de Brier (1994 only),for whom
such information is included in footnotes (6), (8) and (10),
respectively.
(2) Includes awards made in January 1996 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, 1996, Dr. Irani
held 524,853 shares of restricted stock, having a value of
$12,268,439; Dr. Laurance 72,310 shares, having a value of
$1,690,246; Mr. Hirl 40,412 shares, having a value of $944,630;
Mr. Riordan 34,321 shares, having a value of $802,253; Mr. de
Brier 21,844 shares, having a value of $510,604 and Mr. Martin
37,663 shares, having a value of $880,373.
(3) Includes for 1996, 1995 and 1994, respectively:
$1,215,472, $981,704 and $647,136 of reimbursements, pursuant to
Dr. Irani's employment agreement, for state income tax
expenditures; $20,486, $15,505 and $18,506 for club dues; and
$1,000, $1,000 and $1,000 for tax preparation services.
(4) Includes for 1996, 1995 and 1994, respectively:
$107,666, $93,985 and $94,233 of director's fees paid by an
equity investee of Occidental; $6,750, $6,750 and $6,750 credited
pursuant to the Occidental Petroleum Corporation Savings Plan
(the "Savings Plan"); and $24,489, $21,979 and $19,891 of accrued
interest on deferred compensation.
(5) Includes for 1996, 1995 and 1994, respectively:
$59,373, $47,036 and $50,439 of director's fees paid by an equity
investee of Occidental; $6,750, $6,750 and $6,750 credited
pursuant to the Savings Plan; $14,250, $14,250 and $14,250
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;
$117,765, $111,240 and $106,320 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 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 $9,220, $3,726 and $3,372 of accrued
interest on deferred compensation.
(6) Includes for 1996: $99,034 for personal use of company
aircraft, $16,436 for tax and financial planning services,
$14,411 for club dues and $2,288 for automobile maintenance.
(7) Includes for 1996, 1995 and 1994, respectively: $6,750,
$6,750 and $6,750 credited pursuant to the Savings Plan; $12,750,
$12,750 and $12,750 credited pursuant to the Retirement Plan;
$70,590, $67,365 and $64,920 credited pursuant to the Senior
Retirement Plan; and $8,534, $3,824 and $3,461 of accrued
interest on deferred compensation.
(8) Includes for 1994: $53,182 for personal use of company
aircraft and $2,209 for tax preparation services.
(9) Includes for 1996, 1995 and 1994, respectively: $6,750,
$6,750 and $6,750 credited pursuant to the Savings Plan;
$10,378, $12,750 and $12,750 credited pursuant to the Retirement
Plan; $101,211, $94,615 and $90,345 credited pursuant to the
Senior Retirement Plan; and $16,839, $13,485 and $12,203 of
accrued interest on deferred compensation. Mr. Riordan is also a
participant in the MidCon Corp. Employee Stock Ownership Plan.
The value of the share allocation made as of December 31, 1996 is
not available as of the date hereof.
(10) Includes for 1994: $75,871 in connection with his
relocation from London, England; $2,003 for club dues; $1,515
for life insurance premiums; and $1,000 for tax preparation
services.
(11) Includes for 1996, 1995 and 1994, respectively: $6,750,
$6,750 and $6,750 credited pursuant to the Savings Plan; $14,250,
$14,250 and $14,250 credited pursuant to the Retirement Plan; and
$52,462, $49,192 and $44,762 credited pursuant to the Senior
Retirement Plan.
(12) Includes for 1996, 1995 and 1994, respectively, unless
otherwise noted: $23,414, $33,799 and $29,527 of director's fees
paid by an equity investee of Occidental; $6,750, $6,750 and
$6,609 credited pursuant to the Savings Plan; $12,750, $12,750
and $13,109 credited pursuant to the Retirement Plan; $98,798,
$94,615 and $89,986 credited pursuant to the Senior Retirement
Plan and $282,500 (1996 only) paid upon his retirement in
satisfaction of incentive compensation claims. The consulting
agreement entered into with Mr. Martin at his retirement is
described below under "Employment Contracts."
13
OPTION/SAR GRANTS IN 1996
_______________________________________________________________________________
Number
of % of Total
Securitites Options/SARs Exercise
Underlying Granted to or Grant Date
Options/SARs Employees Base Price Expiration Present
Name Granted (#)(1) in 1996 ($/Share)(2) Date(3) Value ($)(4)
_______________________________________________________________________________
Ray R. 4,102 0.3% $24.375 07/10/2006 $21,043
Irani 195,898 14.7% $24.375 07/10/2006 $1,004,957
Dale R. 4,102 0.3% $24.375 07/10/2006 $21,043
Laurance 80,898 6.1% $24.375 07/10/2006 $415,007
J. Roger 4,102 0.3% $24.375 07/10/2006 $21,043
Hirl 45,898 3.4% $24.375 07/10/2006 $235,457
John F. 4,102 0.3% $24.375 07/10/2006 $21,043
Riordan 45,898 3.4% $24.375 07/10/2006 $235,457
Donald P. 4,102 0.3% $24.375 07/10/2006 $21,043
de Brier 35,898 2.7% $24.375 07/10/2006 $184,157
David R. 4,102 0.3% $24.375 07/10/2006 $21,043
Martin 45,898 3.4% $24.375 07/10/2006 $235,457
_______________________________________________________________________________
(1) Each of the named executive officers received a
simultaneous grant of Incentive Stock Options ("ISOs") and Non-
Qualified Stock Options ("NQSOs"). The number of ISOs is listed
first in the foregoing table, and the number of NQSOs is listed
second. The options 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 exercisability of the options may be accelerated
in the event Occidental disposes of all or substantially all of
its assets or Occidental's stockholders dispose of or become
obligated to dispose of 50 percent or more of the capital stock
of Occidental, in either case by means of a sale, merger,
reorganization or liquidation in one or a series of related
transactions. No stock appreciation rights were granted in 1996.
(2) 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.
(3) The ISOs and the NQSOs were granted for terms of 10
years, in each case subject to earlier termination upon the
termination of an optionee's employment or retirement.
(4) Options are granted at market price on the day of the
grant. The proxy rules require that either potential realizable
values at assumed annual stock price appreciation rates or
present values at the grant date be assigned to options.
Occidental has chosen a present value method known as the "Black-
Scholes option pricing model." The assumptions used to arrive at
the values shown were as follows: expected volatility-23.92%,
risk-free rate of return-6.79%, dividend yield-4.2% and time of
exercise-five years. The choice of the Black-Scholes valuation
method does not reflect any belief by Occidental's management
that such method, or any other valuation method, can accurately
assign a value to an option at the grant date.
14
AGGREGATED OPTION/SAR EXERCISES IN 1996
AND DECEMBER 31, 1996 OPTION/SAR VALUES
_______________________________________________________________________________
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Options/SARs Options/SARs
on Value at 12/31/96 at 12/31/96
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
_______________________________________________________________________________
Ray R. 0 0 616,668 $2,041,672
Irani 183,332 $314,578
Dale R. 0 0 115,001 $366,881
Laurance 39,999 $63,744
J. Roger 0 0 85,001 $272,921
Hirl 29,999 $43,330
John F. 0 0 85,001 $272,921
Riordan 29,999 $43,330
Donald P. 0 0 43,334 $108,337
de Brier 26,666 $44,163
David R. 0 0 38,334 $67,919
Martin 29,999 $43,330
_______________________________________________________________________________
LONG-TERM INCENTIVE PLAN--AWARDS IN 1996(1)
_______________________________________________________________________________
Performance Estimated Future Payouts Under
Number of or Other Non Stock Price-Based Plans
Shares, Period
Units or Until
Other Maturation Threshold Target Maximum
Rights or (# of (# of (# of
Name (#) Payout shares) shares) shares)
_______________________________________________________________________________
Ray R. 0 _ _ _ _
Irani
Dale R. 15,345 4 years 0 15,345 26,853
Laurance
J. Roger 9,434 4 years 0 9,434 16,509
Hirl
John F. 9,434 4 years 0 9,434 16,509
Riordan
Donald P. 7,616 4 years 0 7,616 13,328
de Brier
David R. 9,434 4 years 0 9,434 16,509
Martin
_______________________________________________________________________________
(1) Performance Stock Awards were made in January 1996
pursuant to the Occidental Petroleum Corporation 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 the company's ranking among its
peers, the grantees receive shares of Common Stock in an amount
ranging from 0% to 175% of the Target Share Award. 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 divided
equivalent is paid to the grantees.
15
EMPLOYMENT CONTRACTS
-------
Dr. Irani has an employment agreement, dated November 16,
1991, providing for: (1) an annual salary of not less than
$1,900,000, (2) an annual bonus equal to at least 60 percent of
his salary, (3) an annual grant of shares of restricted stock not
less in value than the amount of his salary plus one percent and
(4) an annual grant of stock options for at least 75,000 shares
of Common Stock. The stated expiration date of the agreement is
November 16, 1998, but the term of the agreement automatically
extends to seven years from any point in time.
Upon his retirement, Dr. Irani is to receive supplemental
retirement benefits equal to 50 percent of the highest aggregate
annual salary, bonus and restricted stock award (collectively,
his "Aggregate Compensation") during his employment by Occidental
(adjusted for the cost of living) for life, less the accrued
benefits from Occidental's retirement plans. After his retirement
or upon the termination of his employment by Occidental, Dr.
Irani will continue to receive life insurance equal to twice his
salary, the tax and financial planning services now generally
available to Occidental executives and amounts to compensate him
for the higher tax rates payable in California that have been
paid to him since his move to California.
In the event of Dr. Irani's death while employed by
Occidental, Occidental is required to pay his estate or
designated beneficiary a lump sum equal to seven times his
highest Aggregate Compensation while employed by Occidental. If
Dr. Irani is married at the time of his death, his wife will be
entitled, for the remainder of her life, to health and welfare
benefits and to death benefits equal to 25 percent of his highest
Aggregate Compensation while employed by Occidental. If the
agreement is terminated by Occidental for any reason, Dr. Irani
is entitled to receive, until the earlier of his death or the end
of the remaining term, his salary and a minimum bonus (adjusted
for the cost of living); his medical, welfare and life insurance
benefits; his existing perquisites; his retirement benefits; and
the vesting of his restricted stock and stock options. In the
event Occidental ceases to be a publicly owned company with its
Common Stock listed on the New York Stock Exchange or more than
35 percent of Occidental's outstanding Common Stock is acquired
by any other corporation or other person or group (each such
event being referred to as a "Change of Control"), Dr. Irani may
terminate the agreement and elect to treat such termination as a
termination by Occidental, and all of his restricted stock and
stock options will vest or be paid for in cash. Occidental will
hold Dr. Irani harmless from the effects of certain excise or
other taxes payable by him by reason of his entitlements
following a Change of Control.
In September 1993, Dr. Laurance entered into an employment
agreement with Occidental providing for an annual salary of not
less than $790,000 with a stated expiration date of September 16,
2000, that automatically extends beyond such date so that the
remaining term at any point in time is not less than two years.
Dr. Laurance is eligible to retire after July 6, 2000, upon one
year's written notice to Occidental. Upon retirement, Dr.
Laurance is to receive an annual supplemental retirement benefit
equal to his highest annual cash salary and bonus (his "Annual
Cash Compensation") multiplied by a percentage (the "Benefit
Percentage") beginning at 26 percent before July 6, 1994, and
escalating by two percent on July 6, 1994, and on that date each
year thereafter up to a maximum of 50 percent (adjusted for the
cost of living) (his "Accrued Termination Benefit") less the
amounts payable to him under the Occidental retirement plans;
and, upon his death, his spouse, if any, will receive an annual
amount equal to one half of the Benefit Percentage multiplied by
his highest aggregate annual salary, cash bonus and restricted
stock award (adjusted for the cost of living) (the "Spousal
Benefit"). After his retirement after attaining age 55, or upon
the termination of his employment by Occidental, Dr. Laurance
will continue to receive life insurance equal to his salary and
medical benefits no less favorable than he received prior to his
retirement or termination and his restricted stock awards will
continue to vest. In the event of Dr. Laurance's death while
employed by Occidental, his designated beneficiary will receive
an amount equal to the Spousal Benefit for a period equal to the
longer of one year or the remainder of the life of Dr. Laurance's
spouse at the time of his death. In addition, his beneficiary
will receive the insurance and other benefits provided by
Occidental to senior executives at the time of Dr. Laurance's
death, including the restricted stock previously granted him. If
Dr. Laurance's employment is terminated by Occidental as a result
of incapacity or any other reason, he will receive (i) a lump-sum
payment equal to twice his Annual Cash Compensation within 30
days following his termination and (ii) for the remainder of his
life, his Accrued Termination Benefit less the amounts payable to
him under the Occidental retirement and disability plans.
16
Mr. de Brier has an employment agreement for a term expiring
in July, 1998, providing for an annual salary of not less than
$460,000. To compensate Mr. de Brier for relocating to Los
Angeles, California, the agreement provides, among other things,
that Occidental will reimburse him for his additional housing
expenses up to a maximum of $35,000 for 1994, $26,250 for 1995,
$17,500 for 1996 and $8,750 for 1997. In the event Occidental
terminates Mr. de Brier without cause without two-years' notice,
then Occidental will pay Mr. de Brier at his current base salary
rate for a period equal to the shorter of two years or the
remaining term of his agreement with Occidental.
Mr. Hirl has an employment agreement with Occidental for a
term expiring in May 1997, providing for an annual salary of not
less than $565,000. 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 (the "LTD
Plan"), Occidental will pay Mr. Hirl the difference between 60
percent of his annual salary and $120,000, the maximum annual LTD
Plan benefit, for so long as he remains eligible to receive LTD
Plan benefits. In the event Occidental terminates Mr. Hirl
without cause without two-years' notice, then Occidental will pay
Mr. Hirl at his current base salary rate for a period equal to
the shorter of two years or the remaining term of his agreement
with Occidental.
Mr. Riordan has an employment agreement with Occidental for a
term expiring in May 1997, providing for an annual salary of not
less than $565,000. If Mr. Riordan's employment is terminated as
a result of incapacity and he is a participant in and qualifies
for benefits under the LTD Plan, Occidental will pay Mr. Riordan
the difference between 60 percent of his annual salary and
$120,000, the maximum annual LTD Plan benefit, for so long as he
remains eligible to receive LTD Plan benefits. In the event
Occidental terminates Mr. Riordan without cause without two
years' notice, then, in lieu of such notice and continued
employment, Occidental will pay Mr. Riordan at his current base
salary rate for a period equal to the shorter of two years or the
remaining term of his agreement with Occidental.
In connection with Mr. Martin's retirement from his executive
and board positions with Occidental, Mr. Martin and Occidental
entered into an agreement pursuant to which he has agreed to be
available for services to Occidental for a term ending December
31, 2000. Under this agreement, Mr. Martin's then existing
employment agreement was terminated. For his services, Mr. Martin
will be compensated at the rate of $565,000 per year for the
three-year period beginning September 12, 1996, and ending
September 12, 1999, and at the annual rate of $20,000 for the
balance of the term. In full satisfaction of any incentive
compensation claim, Mr. Martin received a payment of 50 percent
of his current annual base pay. During the term of the agreement,
Mr. Martin will continue to be eligible to participate in certain
employee benefit plans other than incentive plans and to vest in
any stock options or other stock grants previously awarded to
him.
17
REPORT OF THE COMPENSATION COMMITTEE
-------
The Compensation Committee of the Board of Directors (the
"Committee") is responsible for Occidental's executive
compensation programs. The Committee is selected from members of
the Board of Directors who are neither current employees nor
officers of the Company. 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
As previously stated, Occidental's executive compensation
programs are designed to attract and retain top-quality executive
talent and also to provide incentives for them to strive to
enhance stockholder value. The Committee believes that the
compensation of Occidental's executives should:
- be closely linked to business performance;
- encourage stock ownership by executives to directly align
executive interests with stockholder interests;
- maintain an appropriate balance between base salary and
annual and long-term incentive opportunities;
- target a competitive total compensation level that is at or
above the median pay levels of our peer companies; and
- recognize and reward exceptional individual contributions to
the success of the company.
Occidental is firmly committed to the principle of pay-for-
performance, and 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:
- Base salary
- Annual incentives
- 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 are directly linked to the
performance of Occidental 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 Committee solicits the services of independent 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 Occidental's peer companies, which, for the
most part, consist of the major U.S. petroleum and chemical
companies (including the companies within the peer group selected
for the graphs presented under the subheading "Performance
Graphs"). In addition, compensation data is also obtained from
broad-based industry surveys of companies that are similar in
size to Occidental.
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. Generally, base salaries are reviewed annually and adjusted
as appropriate to reward performance and maintain our competitive
position.
Beginning in 1995, cash incentive awards are being 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
18
Plan, 60% of a participant's award is based on the company's
attainment of predetermined financial objectives and 40% 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
With the adoption of the 1995 Incentive Stock Plan (the "1995
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 and SARs awarded
will be subject to a vesting period and none may be awarded at a
discount. The receipt of performance stock will be based on
Occidental's relative performance compared to its peer companies,
as measured by total stockholder return, over a specified
performance period. Selection for participation in the 1995 Stock
Plan is made on a subjective assessment of the executive's
potential to influence Occidental's future performance. The
Committee believes awards under the 1995 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.
EMPLOYMENT CONTRACTS
Occidental offers employment contracts 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. Contracts are
structured to ensure that they neither adversely influence the
executive's business judgment nor cause any compromise of the
interests of the stockholders. In accordance with a policy
adopted by the Board of Directors in November 1992, no future
employment contracts will contain provisions, commonly referred
to as "golden parachutes," that provide for additional severance
benefits in the event of a change in control.
DEDUCTIBILITY OF COMPENSATION
As part of the Omnibus Reconciliation Act of 1993, Section
162(m) was added to the Internal Revenue Code. Section 162(m)
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 predetermined quantifiable
performance goals or paid pursuant to a written contract that was
in effect on February 17, 1993.
The Committee believes that the compensation paid to Dr. Irani
in 1996 is fully deductible. With respect to the remaining named
executive officers, the Committee recognizes that a portion of
the compensation paid in 1996 to one or more of such officers may
not be fully deductible.
The Committee will continue to review and modify Occidental's
compensation practices and programs as necessary to ensure
Occidental's ability to attract and retain key executives while
taking into account the deductibility of compensation payments.
Under the 1995 Stock Plan, awards of stock options and
performance stock are designed to satisfy the deductibility
requirements of Section 162(m). However, awards under the
Executive Incentive Compensation Plan may not be fully deductible
since, in designing the Plan, the Committee felt it was important
to retain flexibility to reward senior management for
extraordinary contributions that cannot properly be recognized
under a predetermined quantitative plan.
19
COMPENSATION DECISIONS
For 1996, Dr. Irani's compensation was based primarily on his
employment contract with Occidental. The contract provides for a
minimum base salary and the minimum benefits to which he is
entitled under Occidental's incentive plans. While Occidental's
executives generally receive salary increases each year, Dr.
Irani has remained at the same annual base salary level since
1992.
In December 1995, the Committee made its determination with
respect to restricted stock awards and performance stock awards
granted in January 1996 under the 1995 Stock Plan. In making its
decisions, the Committee recognized the achievements of senior
management during 1995 in increasing earnings and growing the
Company's core businesses while reducing costs and debt. The
Committee believes that the grants of restricted stock and
performance stock will continue to motivate senior management to
achieve significant growth in profits and cash flow in the coming
years. With the introduction of performance stock awards in 1996,
total annual stock based awards to senior management, excluding
Dr. Irani, increased from previous levels. However, awards of
restricted stock were decreased from prior levels as the
Committee implemented its policy of increasing the percentage of
compensation more closely linked to the Company's performance
through the awards of performance stock. As previously stated,
receipt of performance stock is based on Occidental's relative
performance to its peer companies, as measured by total
stockholder return. For 1996, Dr. Irani received a modest
increase to his restricted stock award equal to the increase in
cost of living. Dr. Irani did not receive a performance stock
award in 1996.
In July 1996, the Committee reviewed and approved stock option
awards under the 1995 Stock Plan. Grants were based on a
subjective assessment of each executive's individual performance,
the executive's potential to contribute to Occidental's future
performance, competitive practices and grants made in previous
years. Dr. Irani's grant remained at the same level as his 1995
grant.
Annual bonus awards for 1996 under the Executive Incentive
Compensation Plan were reviewed and approved by the Committee in
February 1997, based upon the Company's achievement of the
predetermined financial goals, including a significant increase
in earnings per share, and the participant's achievement of
predetermined individual goals for the year. Dr. Irani's annual
cash incentive is determined by his contract. However, as in
recent years, Dr. Irani requested that the cash bonus award
payable to him under his contract be reduced to the amount of
cash he received for 1991 and that he receive the balance of his
award in the form of restricted stock under the 1995 Stock Plan.
Respectfully submitted,
COMPENSATION COMMITTEE
George O. Nolley
Rosemary Tomich
Irvin W. Maloney
20
PERFORMANCE GRAPHS
-------
Set forth below is a graph comparing 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 original peer group and the revised
peer group over the five-year period ending on December 31, 1996.
Following that graph is a graph showing the same information on a
quarterly basis. It is assumed in the graphs that $100 was
invested in the 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, 1991) and that all dividends received within a
quarter were reinvested in that quarter. The original peer group
companies are Amoco Corporation, Atlantic Richfield Company
("ARCO"), The British Petroleum Company p.l.c. ("BP"), Chevron
Corporation, Mobil Corporation, Occidental, Phillips Petroleum
Company, Texaco Inc. and Unocal Corporation ("Unocal"). The
revised peer group companies are Amoco Corporation, ARCO, Chevron
Corporation, Mobil Corporation, Occidental, Phillips Petroleum
Company, Texaco Inc., Union Carbide Corporation, Dow Chemical
Company, Georgia Gulf Corporation and Lyondell Petrochemical
Company. Occidental revised its peer group for the following
reasons. First, the companies removed, BP and Unocal, are
composed of primarily foreign operations whereas Occidental is a
global company with significant U.S. based operations. Also, to
provide representation of Occidental's chemical business, the
index was broadened to include four chemical companies.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
OF OCCIDENTAL COMMON STOCK, THE S&P 500 INDEX AND SELECTED PEER GROUPS
Original Revised
Year Oxy Stock S&P 500 Peer Group Peer Group
---- --------- ------- ---------- ----------
1991 100 100 100 100
1992 100 108 99 107
1993 106 118 120 123
1994 126 120 136 142
1995 146 165 172 177
1996 167 203 219 213
21
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
BY QUARTER SINCE DECEMBER 31, 1991,
OF OCCIDENTAL COMMON STOCK, THE S&P 500 INDEX AND SELECTED PEER GROUPS
Original Revised
Quarter Oxy S&P 500 Peer Group Peer Group
------- --- ------- ---------- -----------
12/31/91 100 100 100 100
3/31/92 109 97 91 96
6/30/92 113 99 96 101
9/30/92 102 102 105 110
12/31/92 100 108 101 106
3/31/93 128 112 114 117
6/30/93 133 113 116 121
9/30/93 129 116 119 124
12/31/93 106 118 121 125
3/31/94 102 114 117 123
6/30/94 121 114 128 134
9/30/94 136 120 130 142
12/31/94 126 120 136 144
3/31/95 145 132 149 157
6/30/95 153 144 151 158
9/30/95 148 156 155 164
12/31/95 146 165 173 178
3/31/96 184 174 185 197
6/30/96 173 182 188 195
9/30/96 165 187 203 205
12/31/96 167 203 220 214
RATIFICATION OF THE SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS
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,
1997. Arthur Andersen LLP has audited Occidental's financial
statements annually since 1961. A member of that firm is expected
to be present at the 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 1997.
The Board of Directors recommends a vote FOR the proposal to
ratify the selection of Arthur Andersen LLP as independent public
accountants for 1997. Proxies solicited by the Board of Directors
will be so voted unless stockholders specify otherwise.
22
APPROVAL OF THE AMENDMENT TO THE RESTATED CERTIFICATE OF
INCORPORATION DECLASSIFYING THE BOARD OF DIRECTORS
At the 1986 annual meeting of Occidental's predecessor
corporation, the shareholders of that corporation approved its
reorganization into the present Delaware corporation. Among the
changes that became effective with the reorganization was the
classification of the Board of Directors into three classes, with
one class being elected each year. The Board of Directors has
determined that classification of directors should be eliminated
and has approved, and is recommending to the stockholders for
approval at the Meeting, the amendment of Paragraph A of Article
VI of the Restated Certificate of Incorporation, as amended (the
"Restated Certificate of Incorporation") to eliminate the
classification of the Board of Directors.
If the proposed amendment is approved, the directors elected
at or prior to the Meeting will serve out the balance of their
terms and any director elected after the Meeting, whether at an
annual meeting or to fill a vacancy on the Board of Directors,
will be elected for a one-year term that expires upon the
election and qualification of such director's successor at the
next succeeding annual meeting of stockholders. In other words,
the directors elected at the Meeting will serve until the 2000
annual meeting, the directors elected in 1996 will serve until
the 1999 annual meeting and the directors elected in 1995 will
serve until the 1998 annual meeting. Directors whose terms expire
at the 1998 annual meeting and who are reelected at that meeting
will be elected for a one-year term and thus will stand for
reelection at the 1999 annual meeting with the other directors
whose terms expire at that meeting. Commencing with the annual
meeting in 2000, classification will cease in its entirety and
the entire Board of Directors will be elected at one time.
A classified board is intended to provide for continuity of
management by assuring that a cadre of experienced directors will
always be in office. Because the General Corporation Law of the
State of Delaware authorizes the removal of classified directors
by shareholders only for cause (unless a provision in the
certificate of incorporation permits removal without cause),
under older views of corporate governance, a classified board was
assumed to make it more difficult for a substantial stockholder
to gain control of a board of directors and thus deter not only
unfriendly and unsolicited takeover proposals and proxy contests,
but also changes in the board where a majority of stockholders
is dissatisfied with incumbent directors. In weighing the
competing arguments for and against a classified board, the Board
of Directors in 1986 determined that the interests of
stockholders were best served by a classified board in light of
the environment in which Occidental was then operating. While the
current Board of Directors has not determined that those
benefits are not valid, it does recognize that under current
views of corporate governance a classified board is believed to
offer less protection against unfriendly takeover attempts than
previously assumed while frustrating stockholders in their
exercise of oversight of the board. The Board of Directors
believes that the best interests of the stockholders are not
currently served by maintaining a classified board in the future
and therefore has proposed the adoption of the proposed
amendment.
Paragraph A of Article VI of the Restated Certificate of
Incorporation, as proposed to be amended, is attached to this
Proxy Statement as Exhibit A.
The Board of Directors recommends a vote FOR the proposal to
amend the Restated Certificate of Incorporation to declassify the
Board of Directors. Proxies solicited by the Board of Directors
will be so voted unless stockholders specify otherwise.
23
STOCKHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
OF STOCKHOLDERS
-------
Stockholder proposals to be presented at the 1998 Annual
Meeting of Stockholders of Occidental must be received at
Occidental's executive offices at 10889 Wilshire Boulevard, Los
Angeles, California 90024, addressed to the attention of the
Secretary, by November 17, 1997, in order to be included in the
proxy statement and form of proxy relating to such meeting.
ANNUAL REPORT
Occidental's 1996 Annual Report 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,
DONALD P. DE BRIER
Los Angeles, California Donald P. de Brier
March 17, 1997 Secretary
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING FORM OR FORMS OF PROXY IN THE ENCLOSED ENVELOPE.
24
EXHIBIT A
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION DECLASSIFYING
THE BOARD OF DIRECTORS
NOW, THEREFORE, BE IT RESOLVED, that Paragraph A of Article VI
of the Restated Certificate of Incorporation, as amended, of this
Corporation be amended so that in its entirety the said Section A
shall read as set forth below:
"A. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors
consisting of not less than ten nor more than fourteen directors,
or such greater number as is provided for in the following
paragraph. The Board of Directors shall initially consist of
fourteen directors, until the exact number is changed from time
to time within the foregoing limits by, or in such manner as may
be provided in, the By-laws of the Corporation. The directors
shall be divided into three classes, consisting initially of
four, five and five directors and designated Class I, Class II
and Class III, respectively. Each director elected prior to April
26, 1997 shall serve for the term he was elected, such that the
term of each director elected at the 1995 annual meeting (Class
III) shall end at the annual meeting in 1998, the term of each
director elected at the 1996 annual meeting (Class I) shall end
at the annual meeting in 1999, and the term of each director
elected at the 1997 annual meeting (Class II) shall end at the
annual meeting in 2000. Commencing April 26, 1997, the term of
each director elected after that date, whether at an annual
meeting or to fill a vacancy in the Board of Directors arising
for any reason, including an increase in the size of the Board of
Directors, shall end at the first annual meeting following his
election. Commencing with the annual meeting in 2000, the
foregoing classification of the Board of Directors shall cease
and all directors shall be of one class and serve for a term
ending at the annual meeting following the annual meeting at
which the director was elected. In no case will a decrease in the
number of directors shorten the term of any incumbent director.
Each director shall hold office after the annual meeting at which
his term is scheduled to end until his successor shall be elected
and shall qualify, subject, however, to prior death, resignation,
disqualification or removal from office. Any newly created
directorship resulting from an increase in the number of
directors may be filled by a majority of the Board of Directors
then in office, provided that a quorum is present, and any other
vacancy on the Board of Directors may be filled by a majority of
the directors then in office, even if less than a quorum, or by a
sole remaining director.
"Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of preferred stock issued by the
Corporation shall have the right, voting separately by class or
series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by the
terms of the Certificate of Incorporation applicable thereto, and
such directors so elected shall be in addition to the number of
directors provided for in the preceding paragraph, and shall not
be divided into classes pursuant to this Article VI unless
expressly provided by such terms."
25
OCCIDENTAL PETROLEUM CORPORATION
10889 Wilshire Boulevard
Los Angeles, California 90024
(RECYCLE LOGO)
Printed on recycled paper.
26
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
OCCIDENTAL PETROLEUM CORPORATION
DR. RAY R. IRANI and DR. DALE R. LAURANCE, 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 25, 1997, 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. 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.
- -------------------------------------------------------------------------------
(arrow pointing upward) SIGN, DETACH AND RETURN (arrow pointing upward)
(logo)
IT IS IMPORTANT THAT YOUR PROXY BE RETURNED PROMPTLY. THEREFORE, YOU ARE URGED
TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE.
YOUR PROXY WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE CONFIDENTIAL
VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
(arrow pointing downward) BRING TO ANNUAL MEETING (arrow pointing downward)
- -------------------------------------------------------------------------------
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
- Exit Santa Monica Civic Auditorium.
- Turn left on Main Street and proceed to Pico
Boulevard. Turn right on Pico.
- Take Pico to Ocean Avenue and turn left on
Ocean Avenue.
- 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.
(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. THIS PROXY CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE
CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
[X] Please mark your votes as 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:
Messrs. John S. Chalsty, Arthur Groman, J. Roger Hirl, [ ] [ ]
John W. Kluge and Rodolfo Segovia. (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 proposal to approve amendment to the [ ] [ ] [ ]
Restated Certificate of Incorporation declassifying
the Board of Directors.
Discontinue mailing Annual Report to this account. [ ]
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 upward) SIGN, DETACH AND RETURN (arrow pointing upward)
PLEASE HELP US ELIMINATE DUPLICATE MAILINGS.
OCCIDENTAL PETROLEUM CORPORATION IS REQUIRED TO SEND AN ANNUAL REPORT TO EVERY
STOCKHOLDER. 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 EACH
SUCH ACCOUNT. THE PROXY CARD FOR AT LEAST ONE ACCOUNT MUST REMAIN UNMARKED TO
RECEIVE AN ANNUAL REPORT. DO NOT TERMINATE MAILINGS FOR ACCOUNTS FOR WHICH YOU
SERVE AS A TRUSTEE, GUARDIAN OR OTHER FORM OF NOMINEE.
(arrow pointing downward) BRING TO ANNUAL MEETING (arrow pointing downward)
- -------------------------------------------------------------------------------
(logo) OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
PREREGISTRATION FORM
Santa Monica Civic Auditorium
1855 Main Street, Santa Monica
Meeting Hours
Exhibit Room opens at 9:15 A.M.
Meeting starts at 10:30 A.M.
TO SPEED UP REGISTRATION, PLEASE BRING THIS CARD WITH YOU TO THE
MEETING ON APRIL 25. DO NOT MAIL.
Please see the back of this card for parking instructions.
1081-A(SOR)
(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 25, 1997, 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: John S. Chalsty, Arthur Groman, J. Roger Hirl, John W. Kluge
and Rodolfo Segovia. 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 upward) SIGN, DETACH AND RETURN (arrow pointing upward)
(logo)
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.
YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
1181-B(PSA)
(REVERSE SIDE OF VOTING INSTRUCTION CARD FOR THE OCCIDENTAL
PETROLEUM CORPORATION SAVINGS PLAN)
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. THIS VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN
ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE
PROXY STATEMENT.
[X] Please mark your votes as 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:
Messrs. John S. Chalsty, Arthur Groman, J. Roger Hirl, [ ] [ ]
John W. Kluge and Rodolfo Segovia. (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 proposal to approve amendment to the [ ] [ ] [ ]
Restated Certificate of Incorporation declassifying
the Board of Directors.
Please sign your name exactly as it appears printed hereon. Executors,
administrators, guardians and others signing in a fiduciary capacity should
sign their full title as such.
SIGNATURE __________________________________________ DATE ____________________
SIGNATURE __________________________________________ DATE ____________________
- -------------------------------------------------------------------------------
(arrow pointing upward) SIGN, DETACH AND RETURN (arrow pointing upward)
(logo)
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.
YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
1081-B(PSA)
(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 25, 1997, 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: John S. Chalsty, Arthur Groman, J. Roger Hirl, John W. Kluge
and Rodolfo Segovia. 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 upward) SIGN, DETACH AND RETURN (arrow pointing upward)
(logo)
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.
YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
1181-C(SIP)
(REVERSE SIDE OF VOTING INSTRUCTION CARD FOR THE OCCIDENTAL
CHEMICAL CORPORATION SAVINGS AND INVESTMENT PLAN)
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. THIS VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN
ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE
PROXY STATEMENT.
[X] Please mark your votes as 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:
Messrs. John S. Chalsty, Arthur Groman, J. Roger Hirl, [ ] [ ]
John W. Kluge and Rodolfo Segovia. (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 proposal to approve the amendment to the [ ] [ ] [ ]
Restated Certificate of Incorporation declassifying
the Board of Directors.
Please sign your name exactly as it appears printed hereon. Executors,
administrators, guardians and others signing in a fiduciary capacity should
sign their full title as such.
SIGNATURE __________________________________________ DATE ____________________
SIGNATURE __________________________________________ DATE ____________________
- -------------------------------------------------------------------------------
(arrow pointing upward) SIGN, DETACH AND RETURN (arrow pointing upward)
(logo)
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.
YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
1081-C(SIP)
(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 25, 1997, 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: John S. Chalsty, Arthur Groman, J. Roger Hirl, John W. Kluge
and Rodolfo Segovia. 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 PENSION PLANS
ADMINISTRATIVE COMMITTEE.
1081-F(TUL)
(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. THIS PROXY CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE
WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
[X] Please mark your votes as 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:
Messrs. John S. Chalsty, Arthur Groman, J. Roger Hirl, [ ] [ ]
John W. Kluge and Rodolfo Segovia. (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 proposal to approve the amendment to the [ ] [ ] [ ]
Restated Certificate of Incorporation declassifying
the Board of Directors.
Please sign your name exactly as it appears printed hereon. Executors,
administrators, guardians and others signing in a fiduciary capacity should
sign their full title as such.
SIGNATURE __________________________________________ DATE ____________________
SIGNATURE __________________________________________ DATE ____________________
(PROXY CARD - BROKER)
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
OCCIDENTAL PETROLEUM CORPORATION
DR. RAY R. IRANI and DR. DALE R. LAURANCE, 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 25, 1997, 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. 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.
1050-D (BRO)
(REVERSE SIDE OF PROXY CARD - BROKER)
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. THIS PROXY CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH THE
CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
[X] Please mark your votes as 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:
Messrs. John S. Chalsty, Arthur Groman, J. Roger Hirl, [ ] [ ]
John W. Kluge and Rodolfo Segovia. (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 proposal to approve the amendment to the [ ] [ ] [ ]
Restated Certificate of Incorporation declassifying
the Board of Directors.
Please sign your name exactly as it appears printed hereon. Executors,
administrators, guardians and others signing in a fiduciary capacity should
sign their full title as such.
SIGNATURE __________________________________________ DATE ____________________
SIGNATURE __________________________________________ DATE ____________________
(VOTING INSTRUCTION CARD FOR THE MIDCON CORPORATION SAVINGS PLAN)
OCCIDENTAL PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO THE TRUSTEE OF THE MIDCON CORPORATION SAVINGS PLAN:
I acknowledge receipt of the Notice of Annual Meeting of Stockholders of
Occidental Petroleum Corporation to be held on April 25, 1997, 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 MidCon 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: John S. Chalsty, Arthur Groman, J. Roger Hirl, John W. Kluge
and Rodolfo Segovia. 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 MIDCON CORPORATION SAVINGS PLAN WILL BY VOTED BY
YOU IN ACCORDANCE WITH THE DIRECTION OF THE PLAN'S ADMINISTRATIVE COMMITTEE.
- -------------------------------------------------------------------------------
(arrow pointing upward) SIGN, DETACH AND RETURN (arrow pointing upward)
(LOGO)
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.
YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE WITH
THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE PROXY STATEMENT.
1181-D(MSA)
(REVERSE SIDE OF VOTING INSTRUCTION CARD FOR THE MIDCON CORPORATION SAVINGS
PLAN)
The shares represented by the 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. THIS VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL
IN ACCORDANCE WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF
THE PROXY STATEMENT.
[X] Please mark your votes as 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: [ ] [ ]
Messrs. John S. Chalsty, Arthur Groman, J. Roger Hirl,
John W. Kluge and Rodolfo Segovia. (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.
ITEM 3 The proposal to approve the amendment to the [ ] [ ] [ ]
Restated Certificate of Incorporation declassifying
the Board of Directors.
Please sign your name exactly as it appears printed hereon. Executors,
administrators, guardians and others signing in a fiduciary capacity
should sign their full title as such.
SIGNATURE ___________________________________ DATE ____________________________
SIGNATURE ___________________________________ DATE ____________________________
- -------------------------------------------------------------------------------
(arrow pointing upward) SIGN, DETACH AND RETURN (arrow pointing upward)
(LOGO)
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.
THEREFORE, YOU ARE URGED TO COMPLETE, SIGN, DATE, DETACH AND RETURN THE
ACCOMPANYING CARD IN THE ENCLOSED ENVELOPE.
YOUR VOTING INSTRUCTION CARD WILL BE KEPT CONFIDENTIAL IN ACCORDANCE
WITH THE CONFIDENTIAL VOTING POLICY DESCRIBED ON PAGE 2 OF THE
PROXY STATEMENT.
1181-D(MSA)
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
AND
CHIEF EXECUTIVE OFFICER
March 17, 1997
Dear Savings Plan Participant:
I am pleased to enclose a notice and proxy statement for our
annual meeting to be held on April 25, 1997, together with a
voting instruction card. I sincerely hope that, as an Occidental
stockholder through the Occidental Savings Plan, you will
participate in the affairs of the company by voting your shares.
Please MARK AND SIGN THE ENCLOSED CARD AND MAIL IT AS SOON
AS POSSIBLE IN THE ENCLOSED ENVELOPE to the Plan's trustee. The
trustee will then cause the shares in your plan account(s) to be
voted according to your instructions. Your instructions to the
trustee will be kept confidential.
Thank you for your cooperation.
R. R. IRANI
P.S. This message applies to those of you who own shares of
Occidental stock other than through the Savings Plan. You will
receive a separate notice, proxy statement and proxy card with
respect to those shares. That proxy card should be returned in
the envelope provided with the card. In order to eliminate
unnecessary duplicate distribution of the annual report,
the annual report will not be included with this mailing, but you
will find the report in the separate mailing you will receive in
connection with the stock you own other than through the Plan.
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
AND
CHIEF EXECUTIVE OFFICER
March 17, 1997
Dear Occidental Chemical Corporation Savings and Investment Plan
Participant:
I am pleased to enclose a notice and proxy statement for our
annual meeting to be held on April 25, 1997, together with a
voting instruction card. I sincerely hope that, as an Occidental
stockholder through the Occidental Chemical Corporation Savings
and Investment Plan, you will participate in the affairs of the
company by voting your shares.
Please MARK AND SIGN THE ENCLOSED CARD AND MAIL IT AS SOON
AS POSSIBLE IN THE ENCLOSED ENVELOPE to the Plan's trustee. The
trustee will then cause the shares in your plan account(s) to be
voted according to your instructions. Your instructions to the
trustee will be kept confidential.
Thank you for your cooperation.
R. R. IRANI
P.S. Many of you own shares of Occidental stock other than
through the Occidental Chemical Corporation Savings and
Investment Plan, in which case you will receive a separate
notice, proxy statement and proxy card with respect to those
shares. That proxy card should be returned in the envelope
provided with the card.
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
AND
CHIEF EXECUTIVE OFFICER
March 17, 1997
Dear OXY USA Inc. Employees Thrift Plan Participant:
I am pleased to enclose a notice and proxy statement for our
annual meeting to be held on April 25, 1997, together with a
voting instruction card. I sincerely hope that, as an Occidental
stockholder through the OXY USA Inc. Employees Thrift Plan, you
will participate in the affairs of the company by voting your
shares.
Please MARK AND SIGN THE ENCLOSED CARD AND MAIL IT AS SOON
AS POSSIBLE IN THE ENCLOSED ENVELOPE to the Plan's trustee. The
trustee will then cause the shares in your plan account(s) to be
voted according to your instructions. Your instructions to the
trustee will be kept confidential.
Thank you for your cooperation.
R. R. IRANI
P.S. Many of you own shares of Occidental stock other than
through the OXY USA Inc. Employees Thrift Plan, in which case you
will receive a separate notice, proxy statement and proxy card
with respect to those shares. That proxy card should be returned
in the envelope provided with the card.
(LOGO) OCCIDENTAL PETROLEUM CORPORATION
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
DR. RAY R. IRANI
CHAIRMAN OF THE BOARD
AND
CHIEF EXECUTIVE OFFICER
March 17, 1997
Dear MidCon Savings Plan Participant:
I am pleased to enclose a notice and proxy statement for our
annual meeting to be held on April 25, 1997, together with a
voting instruction card. I sincerely hope that, as an Occidental
stockholder through the MidCon Savings Plan, you will participate
in the affairs of the company by voting your shares.
Please MARK AND SIGN THE ENCLOSED CARD AND MAIL IT AS SOON
AS POSSIBLE IN THE ENCLOSED ENVELOPE to the Plan's trustee. The
trustee will then cause the shares in your plan account(s) to be
voted according to your instructions. Your instructions to the
trustee will be kept confidential.
Thank you for your cooperation.
R. R. IRANI
P.S. Many of you own shares of Occidental stock other than
through the MidCon Savings Plan, in which case you will receive a
separate notice, proxy statement and proxy card with respect to
those shares. That proxy card should be returned in the envelope
provided with the card.