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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): NOVEMBER 20, 1996
OCCIDENTAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9210 95-4035997
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
10889 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 208-8800
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ITEM 5. OTHER EVENTS.
On November 20, 1996, Occidental Petroleum Corporation, a Delaware
corporation ("Occidental"), established the MidCon Corp. Employee Stock
Ownership Plan (the "MidCon ESOP") for the benefit of employees of MidCon
Corp., a Delaware corporation and a wholly owned subsidiary of Occidental
("MidCon"). Pursuant to the MidCon ESOP, Occidental has issued 1,400,000
shares of its Cumulative MidCon-Indexed Convertible Preferred Stock, par value
$1.00 per share (the "CMIC Preferred Stock"), to the MidCon Corp. ESOP Trust
(the "ESOP Trust") established pursuant to the Trust Agreement, dated as of
November 20, 1996, by and between U.S. Trust Company of California, N.A., as
trustee (the "ESOP Trustee"), and Occidental.
The CMIC Preferred Stock is designed to track the value of MidCon,
which remains a wholly-owned subsidiary of Occidental. The MidCon ESOP paid
for the CMIC Preferred Stock with a $1.4 billion promissory note guaranteed by
MidCon (the "ESOP Note"). The CMIC Preferred Stock will pay an annual dividend
of $21 per share. It is anticipated that MidCon will make annual contributions
to the MidCon ESOP which, together with the annual dividends, will be used to
repay the ESOP Note. The CMIC Preferred Stock is convertible into Occidental
common stock, par value $0.20 per share, at a conversion price which reflects
the value of MidCon after deduction of all intercompany debt including MidCon's
guaranty of the ESOP Note.
The ESOP Trustee will have the option to exchange the CMIC Preferred
Stock for MidCon common stock, par value $0.01 per share, at any time after
January 1, 2000, or earlier under certain circumstances. In the event of such
an exchange, the ESOP Note would be repaid, arrangements satisfactory to
Occidental would be made with respect to any continuing Occidental credit
support of MidCon and Occidental would receive a portion of any increase in the
value of MidCon (initially 50%, declining to 30% at December 1, 1999).
In connection with the establishment of the MidCon ESOP, Occidental is
undertaking a number of steps to restructure and recapitalize MidCon. These
include the transfer to Occidental of Midcon's Texas pipeline subject to a
lease to MidCon, the transfer to Occidental of MidCon's oil and gas properties
and a dividend of $1.6 billion in the form of a 30 year promissory note from
MidCon to Occidental.
A copy of the Certificate of Designations of the CMIC Preferred Stock
is attached as an exhibit hereto and incorporated herein by this reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial.
Not applicable.
(c) Exhibits.
The following exhibits are filed with this report:
Exhibit
Number Description
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3.1 Certificate of Designations of the Cumulative
MidCon-Indexed Convertible Preferred Stock
(Par Value $1.00 Per Share) of
Occidental Petroleum Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
OCCIDENTAL PETROLEUM CORPORATION
Date: November 21, 1996 By: /s/ S.P. Dominick, Jr.
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S.P. Dominick, Jr.
Vice President and Controller
(Chief Accounting Officer and
Duly Authorized Officer)
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EXHIBIT INDEX TO FORM 8-K
Sequentially
Exhibit Numbered
Number Description Page
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3.1 Certificate of Designations of the Cumulative MidCon-Indexed Convertible
Preferred Stock (Par Value $1.00 Per Share) of Occidental Petroleum
Corporation.