1
================================================================================
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) MAY 15, 1998
----------------
OCCIDENTAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
----------------
DELAWARE 1-9210 95-4035997
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code:
(310) 208-8800
================================================================================
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of Equity Interest in Equistar Chemicals, LP. As previously
disclosed, on May 15, 1998, Lyondell Petrochemical Company ("Lyondell"),
Millennium Chemicals Inc. ("Millennium"), Occidental Petroleum Corporation
("Occidental") and Equistar Chemicals, LP, a Delaware limited partnership
("Equistar"), consummated a series of transactions to expand Equistar through
the addition of certain Occidental petrochemical assets, including interest in
five olefins and derivatives plants and a related pipeline corridor
(collectively, "Occidental's Petrochemicals Business"). Equistar, which was
formed December 1, 1997, initially comprised the olefins and polymers businesses
of Lyondell and Millennium.
In exchange for the contribution of Occidental's Petrochemicals Business,
two subsidiaries of Occidental were admitted as limited partners and a third
subsidiary was admitted as a general partner in Equistar for an aggregate
partnership interest of 29.5 percent (the "Equistar Interest"). With the
completion of the transaction, Lyondell holds a 41 percent ownership interest in
Equistar and Millennium and Occidental each hold a 29.5 percent ownership
interest through their respective subsidiaries. In addition, Equistar assumed
approximately $205 million of Occidental indebtedness and Equistar issued a
promissory note to an Occidental subsidiary for approximately $420 million. The
note, together with accrued interest thereon, was repaid with proceeds of a
financing consummated by Equistar on June 19, 1998.
In connection with these transactions, Equistar and Occidental also entered
into a long-term agreement for Equistar to supply the ethylene requirements for
certain U.S. facilities of Occidental Chemical Corporation and its affiliates.
Occidental's pro forma results of operations for the three months ended
March 31, 1998 included in Item 7 in this report do not reflect pretax gains of
$95 million recognized from the sale of an oil field development in Venezuela
and certain Oklahoma oil and gas properties.
ITEM 5. OTHER EVENTS
RECENT DEVELOPMENTS
Although the principal purpose of this report is to complete Occidental's
filing obligations with respect to the acquisition of the Equistar Interest,
Occidental hereby provides disclosure of certain other recent transactions which
may materially impact Occidental's financial statements. Accordingly, set forth
below is disclosure regarding significant recent developments which will
facilitate the understanding of the presentation in the pro forma financial
statements.
Acquisition of Elk Hills Naval Petroleum Reserve. On February 5, 1998,
Occidental acquired the U.S. government's approximate 78 percent interest (the
"Elk Hills Interest") in the Elk Hills Naval Petroleum Reserve oil and gas
fields (the "Elk Hills Field") for approximately $3.5 billion, as the successful
bidder in a competitive auction of the assets. Upon completion of the
acquisition, Occidental became the operator of the Elk Hills Field. Chevron
remains the other unit interest holder.
The acquisition of the Elk Hills Interest was funded using a portion of the
proceeds from the divestiture of Occidental's wholly-owned subsidiary, MidCon
Corp. ("MidCon"), as described below, together with the proceeds of commercial
paper borrowings. The commercial paper will eventually be repaid from the
proceeds of sales of other nonstrategic assets or the issuance of other debt
securities.
Sale of MidCon
Prior to the purchase of the Elk Hills Interest, Occidental sold all of the
common stock of MidCon, through which it engaged in interstate and intrastate
natural gas transmission and marketing. The sale of MidCon to KN Energy, Inc.
closed effective January 31, 1998, for net proceeds to Occidental of
approximately $3.1 billion after certain expenses. As a result of this
transaction, Occidental classified MidCon and its subsidiaries as a discontinued
operation and recorded in the fourth quarter of 1997 an estimated after-tax
charge against earnings of approximately $750 million. The closing of the sale
of
2
3
MidCon is included in the historical statement of financial position included
in the pro forma statement of financial position set forth below in Item 7 of
this report.
Asset Sales and Redeployment Program
Occidental has undertaken the asset sales described below as part of a
larger $4.7 billion asset redeployment program. These asset sales are part of
Occidental's program to sell certain nonstrategic assets in order to: (i)
improve average return on assets, (ii) repay debt incurred in connection with
the acquisition of the Elk Hills Interest, and (iii) fund Occidental's stock
repurchase program described below in this report. As a result of these
nonstrategic asset sales and the acquisition of the Elk Hills Interest, it is
expected that the oil and gas production of Occidental in the United States will
increase significantly. Estimated average 1997 production attributable to the
nonstrategic assets sold and described below was approximately 44,000 barrels of
oil per day and 221 million cubic feet ("MMcf") of gas per day.
In February 1998, Occidental sold its entire interest in an oil field
development project in Venezuela to Union Texas Petroleum for approximately $205
million in cash plus contingent payments of up to $90 million over six years
(not to exceed $15 million in any one year) based on future oil prices. In March
1998, Occidental sold certain Oklahoma oil and gas properties to Anadarko
Petroleum Corporation for approximately $120 million. Occidental recorded pretax
gains on the two dispositions of approximately $95 million in the first quarter
of 1998. In April 1998, Occidental sold certain oil and gas properties in Texas
for approximately $68 million. Also in April 1998, Occidental sold the stock of
its MC Panhandle subsidiary, which owns certain natural gas interests in the
West Panhandle field in Texas, to Chesapeake Energy Corporation for
approximately $106 million and sold certain onshore properties in Louisiana and
Mississippi to Petro-Hunt L.L.C. for approximately $190 million. In May 1998,
Occidental sold certain oil properties in Kansas and Colorado to Murfin-Vess
Partners for approximately $71 million and certain gas properties in Kansas and
Oklahoma to Oneok Resources Company for approximately $126 million. Occidental
expects to record pretax gains on these five dispositions and other smaller
packages of asset sales, not included in the pro forma information in Item 7
below, of approximately $290 million in the second quarter of 1998. In July
1998, Occidental sold the stock of Occidental Netherlands, Inc. (its Dutch North
Sea holdings) to a subsidiary of TransCanada Pipelines Limited for approximately
$275 million, in cash and the assumption of debt, plus future contingent
payments. Occidental expects to record a pretax gain on the disposition of
approximately $145 million in the third quarter of 1998. The pro forma
information set forth below in Item 7 reflects the effects of these
transactions. Other smaller packages of asset sales that have closed or are
pending have not been included in the pro forma information in Item 7 below.
Preferred Stock Conversion
In February 1998, Occidental called for redemption of all 15,106,444
outstanding shares of its $3.875 voting and nonvoting Cumulative Convertible
Preferred Stock (the "Preferred Shares") on March 6, 1998, and March 13, 1998,
respectively. All the Preferred Shares were converted into approximately 33
million shares of common stock prior to the respective redemption dates. Since
dividends on the Preferred Shares were approximately $58 million per annum, the
conversion results in annual dividend savings to Occidental of approximately $25
million, assuming annual dividends of $1 per share on Occidental's common stock.
The effect of such conversion is reflected in the earnings per share computation
included in the pro forma results of operations set forth below in Item 7 of
this report.
Common Stock Repurchase Program
In October 1997, Occidental began a program to repurchase up to 40 million
shares of its common stock for approximately $1 billion. The repurchases are
made in the open market or in privately negotiated transactions at the
discretion of Occidental's management, depending upon financial and market
conditions or as otherwise provided by the Securities and Exchange Commission
and New York Stock Exchange rules and regulations. Since the commencement of the
program in October 1997, approximately 30.9 million shares have been
repurchased, of which 27 million have been repurchased in 1998, taking into
account purchases settled through July 15. The current program is expected to be
completed in 1998. The effect of subsequent stock repurchases have not been
included in the pro forma information in Item 7 below.
3
4
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
1. Lyondell Contributed Business Audited Financial Statements for the
eleven months ended November 30, 1997, together with the report of
PricewaterhouseCoopers LLP thereon (the "Lyondell Financial Statements")
(attached as Exhibit 99.1 hereto).
2. Millennium Contributed Business Audited Financial Statements for
the eleven months ended November 30, 1997, together with the report of
PricewaterhouseCoopers LLP thereon (the "Millennium Financial Statements")
(attached as Exhibit 99.2 hereto).
3. Equistar Chemicals, LP Audited Financial Statements for the one
month ended December 31, 1997, together with the report of Coopers &
Lybrand L.L.P. and Price Waterhouse LLP thereon (the "Equistar Financial
Statements") (attached as Exhibit 99.3 hereto).
4. Equistar Chemicals, LP Unaudited Financial Statements for the three
months ended March 31, 1998 (the "Equistar Interim Financial Statements")
(attached as Exhibit 99.4 hereto).
(b) Pro forma financial information.
Although the principal purpose of this report is to complete Occidental's
filing obligations with respect to the acquisition of the Equistar Interest, in
connection with the preparation of the pro forma financial statements reflecting
such acquisition, Occidental has also provided disclosure of other recent
developments which may materially impact Occidental's financial statements.
However, Occidental has not reflected in such pro forma financial information
those recent transactions that are not expected to have a material impact on
Occidental's financial statements. The following unaudited pro forma financial
information has been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission and gives effect to: (i) the closing of
the sale of Occidental's natural gas transmission and marketing business,
MidCon, to KN Energy, Inc. in January 1998; (ii) the purchase of the Elk Hills
Interest in February 1998; (iii) the contribution of Occidental's Petrochemicals
Business and acquisition of the Equistar Interest in May 1998; (iv) the sale of
several nonstrategic assets in 1998 for net cash proceeds of approximately
$1.061 billion; and (v) the conversion of the Preferred Shares. All of these
transactions have been reflected as if they had occurred for financial position
purposes on March 31, 1998, except for those transactions described in Item 5
above that had occurred prior to March 31, 1998 which are already reflected in
the historical financial position, and for results of operations purposes on
January 1, 1997. Occidental's historical and pro forma results of operations
include pretax charges for special items of $478 million for the year ended
December 31, 1997. Occidental's historical results of operations include pretax
benefits for special items of $105 million for the three months ended March 31,
1998. The historical financial information for Occidental has been derived from
Occidental's audited financial statements for the year ended December 31, 1997,
incorporated by reference in Occidental's Annual Report on Form 10-K for the
year ended December 31, 1997 (the "Form 10-K") and Occidental's unaudited
condensed financial statements for the three months ended March 31, 1998,
incorporated by reference in Occidental's Quarterly Report on Form 10-Q for the
period ended March 31, 1998 (the "Form 10-Q"). The historical financial
information for Equistar has been derived from the audited Lyondell and
Millennium historical financial statements, and the audited and unaudited
Equistar historical financial statements included in this filing. The unaudited
pro forma financial information should be read in conjunction with Occidental's
historical financial statements incorporated by reference in the Form 10-K and
Form 10-Q, and the Lyondell, Millennium and Equistar historical financial
statements. The pro forma information is not necessarily indicative of the
results that would have been obtained had the transactions actually occurred on
the dates specified. In addition, such pro forma information does not purport to
project Occidental's results of operations or financial position as of any
future date or for any future period.
4
5
1. Unaudited Pro Forma Results of Operations of Occidental for
the year ended December 31, 1997 and the three months ended March 31, 1998,
reflecting the acquisition of the Equistar Interest and certain other recent
significant developments described therein.
UNAUDITED PRO FORMA RESULTS OF OPERATIONS*
(IN MILLIONS, EXCEPT PER-SHARE DATA)
Lyondell Millennium
Contributed Contributed
Business Business
Occidental Historical Historical Equistar Occidental
Historical For the For the Historical Pro Forma
For the Eleven Eleven For the One For the
Year Ended Months Ended Months Ended Month Ended Pro Forma Year Ended
12/31/97 11/30/97 11/30/97 12/31/97 Adjustments 12/31/97
- ---------------------------------- ------------- ------------- ------------ ------------- ------------ ------------
Revenues $ 8,101 $ 2,715 $ 1,786 $ 367 $ (6,244)(1) $ 6,725
Costs and other deductions
Cost of sales 5,844 2,153 1,341 287 (5,260)(2) 4,365
Selling, general and
administrative, environmental
remediation, exploration
expense, and other operating
expenses 1,295 166 136 63 (398)(3) 1,262
Interest and debt expense, net 434 50 66 10 (76)(4) 484
------------- ------------- ------------ ------------- ------------ ------------
7,573 2,369 1,543 360 (5,734) 6,111
------------- ------------- ------------ ------------- ------------ ------------
Income(loss) from continuing
operations before taxes 528(5) 346 243 7 (510) 614(5)
Provision for domestic and
foreign income and other taxes 311 127 96 -- (195)(6) 339
------------- ------------- ------------ ------------- ------------ ------------
Income(loss) from continuing
operations 217 219 147 7 (315) 275
Preferred dividend requirements 88 -- -- -- (58)(7) 30
------------- ------------- ------------ ------------- ------------ ------------
Earnings(loss) from continuing
operations applicable to
common stock $ 129 $ 219 $ 147 $ 7 $ (257) $ 245
============= ============= ============ ============= ============ ============
Basic earnings(loss) per common
share from continuing
operations $ .39 $ .67
============= ============
Average shares outstanding (in
thousands) 334,341 367,528(7)
============= ============
Diluted earnings(loss) per common
share from continuing
operations $ .39 $ .67
============= ============
Average shares outstanding (in
thousands) 334,916 368,103(7)
================================= ============= ============
* Does not include the effect of stock repurchases subsequent to
December 31, 1997.
(1) Reflects the inclusion of (a) $75 million of interest income on a $1.4
billion note received from KN Energy, Inc. in connection with the sale of
MidCon, (b) $475 million of Elk Hills historical revenues, (c) $222 million
of Occidental's equity share of Lyondell's, Millennium's and Equistar's
historical income with the inclusion of Occidental's contributed
Petrochemicals Business; and eliminates the historical revenues of (d)
$4.868 billion from Lyondell, Millennium and Equistar, (e) $1.803 billion
from Occidental's Petrochemicals Business, and (f) $345 million from
certain nonstrategic asset sales.
(2) Reflects the inclusion of (a) $110 million of Elk Hills historical cost of
sales, (b) $69 million of additional depreciation, depletion and
amortization expense to be recognized based on a purchase price allocation
for the purchase of the Elk Hills Interest and $38 million of property tax
expense expected to be incurred on the Elk Hills Interest; and eliminates
the historical cost of sales of (c) $3.781 billion from Lyondell,
Millennium and Equistar, (d) $1.53 billion from Occidental's Petrochemicals
Business, and (e) $166 million from certain nonstrategic asset sales.
(3) Reflects the inclusion of (a) $41 million of Elk Hills historical selling,
general and administrative and other operating expenses; and eliminates the
historical selling, general and administrative and other operating expenses
of (b) $365 million from Lyondell, Millennium and Equistar, (c) $43 million
from Occidental's Petrochemicals Business, and (d) $31 million from certain
nonstrategic asset sales.
(4) Reflects the inclusion of (a) the additional interest expected to be
incurred on long-term debt based on an estimated weighted average interest
rate of approximately 7.45 percent on all pro forma indebtedness and (b)
the elimination of historical interest of $126 million from Lyondell,
Millennium and Equistar.
5
6
(5) Includes pretax charges for special items of $478 million.
(6) Reflects (a) an increase in income tax expense as a result of increased pro
forma pretax income in comparison to Occidental's historical pretax income
for the year ended December 31, 1997 and (b) the elimination of historical
provision for domestic and foreign income and other taxes of $223 million
for Lyondell and Millennium.
(7) Reflects the effect of the conversion of 15,106,444 outstanding shares of
Occidental's Preferred Shares in March 1998 into approximately 33 million
shares of common stock. Annual dividends on the Preferred Shares were
approximately $58 million.
6
7
UNAUDITED PRO FORMA RESULTS OF OPERATIONS*
(IN MILLIONS, EXCEPT PER-SHARE DATA)
Occidental Equistar Occidental
Historical Historical Pro Forma
For the Three For the Three For the Three
Months Ended Months Ended Pro Forma Months Ended
3/31/98 3/31/98 Adjustments 3/31/98
- ----------------------------------------------------- -------------- --------------- -------------- --------------
Revenues $ 1,892 $ 1,027 $ (1,463)(1) $ 1,456
Costs and other deductions
Cost of sales 1,265 798 (1,134)(2) 929
Selling, general and administrative,
environmental remediation, exploration
expense, and other operating expenses 201 76 (83)(3) 194
Interest and debt expense, net 131 32 (42)(4) 121
-------------- --------------- -------------- --------------
1,597 906 (1,259) 1,244
-------------- --------------- -------------- --------------
Income(loss) from continuing operations before taxes 295(5) 121 (204) 212(5)
Provision for domestic and foreign income and
other taxes 156 -- (44)(6) 112
-------------- --------------- -------------- --------------
Income(loss) from continuing operations 139 121 (160) 100
Preferred dividend requirements 4 -- -- 4
-------------- --------------- -------------- --------------
Earnings(loss) from continuing operations
applicable to common stock $ 135 $ 121 $ (160) $ 96
============== =============== ============== ==============
Basic earnings(loss) per common share from
continuing operations $ .39 $ .28
============== ==============
Average shares outstanding (in thousands) 344,505 344,505
============== ==============
Diluted earnings(loss) per common share from
continuing operations $ .38 $ .28
============== ==============
Average shares outstanding (in thousands) 359,980 345,159
===================================================== ============== ==============
* Does not include the effect of stock repurchases subsequent to
March 31, 1998.
(1) Reflects the inclusion of (a) $6 million of interest income, for the period
from January 1, 1998 to January 31, 1998 (the date of the sale of MidCon),
on a $1.4 billion note received from KN Energy, Inc. in connection with the
sale of MidCon, (b) $33 million of Elk Hills historical revenues, for the
period from January 1, 1998 to February 5, 1998 (the date of the
acquisition of the Elk Hills Interest), (c) $38 million of Occidental's
equity share of Equistar's historical income with the inclusion of
Occidental's contributed Petrochemicals Business; and eliminates the
historical revenues of (d) $1.027 billion from Equistar, (e) $354 million
from Occidental's Petrochemicals Business, (f) $64 million from certain
nonstrategic asset sales, and (g) eliminates $95 million in pretax gains
recognized from the sale of an oil field development in Venezuela and
certain Oklahoma oil and gas properties.
(2) Reflects the inclusion of (a) $11 million of Elk Hills historical cost of
sales, for the period from January 1, 1998 to February 5, 1998, (b) $6
million of additional depreciation, depletion and amortization expense, for
the period from January 1, 1998 to February 5, 1998, to be recognized based
on a purchase price allocation for the purchase of the Elk Hills Interest
and $3 million of property tax expense, for the period from January 1, 1998
to February 5, 1998, expected to be incurred on the Elk Hills Interest; and
eliminates the historical cost of sales of (c) $798 million from Equistar,
(d) $320 million from Occidental's Petrochemicals Business, and (e) $36
million from certain nonstrategic asset sales.
(3) Eliminates the historical selling, general and administrative and other
operating expenses of (a) $76 million from Equistar, (b) $4 million from
Occidental's Petrochemicals Business, and (c) $3 million from the sale of
certain nonstrategic assets.
(4) Reflects (a) the reduction in interest expected to be incurred on long-term
debt based on an estimated weighted average interest rate of approximately
7.45 percent on all pro forma indebtedness and (b) the elimination of
historical interest of $32 million from Equistar.
(5) Includes pretax benefits for special items of $105 million in Occidental's
historical three months ended. Occidental's pro forma three months ended,
however, excludes $95 million of these benefits as a result of the
elimination of pretax gains recognized from the sale of an oil field
development in Venezuela and certain Oklahoma oil and gas properties.
(6) Reflects a reduction in income tax expense as a result of decreased pro
forma pretax income in comparison to Occidental's historical pretax income
for the three months ended March 31, 1998.
7
8
2. Unaudited Pro Forma Statement of Financial Position of Occidental
as at March 31, 1998, reflecting the acquisition of the Equistar Interest and
certain other recent significant developments.
UNAUDITED PRO FORMA STATEMENT OF FINANCIAL POSITION*
(IN MILLIONS)
Occidental Equistar
Historical Historical Pro Forma Occidental
3/31/98 3/31/98 Adjustments Pro Forma
- ----------------------------------------------------- -------------- --------------- -------------- --------------
Assets
Current assets $ 3,230 $ 1,158 $ (1,486)(1) $ 2,902
Long-term receivables, net 135 -- -- 135
Equity investments 916 -- 1,125 (2) 2,041
Property, plant and equipment, net 11,854 2,105 (4,260)(3) 9,699
Other assets 493 1,289 (1,319)(4) 463
-------------- --------------- -------------- --------------
$ 16,628 $ 4,552 $ (5,940) $ 15,240
============== =============== ============== ==============
Liabilities and Equity
Current liabilities $ 3,161 $ 369 $ (276)(5) $ 3,254
Long-term debt, net 5,931 1,713 (3,054)(6) 4,590
Deferred and other domestic and foreign
income taxes 871 -- (113)(7) 758
Other deferred credits and other liabilities 2,614 42 (333)(8) 2,323
Stockholders' equity 4,051 2,428 (2,164)(9) 4,315
-------------- --------------- -------------- --------------
$ 16,628 $ 4,552 $ (5,940) $ 15,240
===================================================== ============== =============== ============== ==============
* Does not include the effect of stock repurchases subsequent to
March 31, 1998.
(1) Eliminates historical current assets of (a) $1.158 billion of Equistar, (b)
$191 million of Occidental's Petrochemicals Business, (c) $52 million of
certain nonstrategic asset sales, and (d) also includes other related
reclassifications.
(2) Reflects the inclusion of (a) $1.307 billion of Occidental's equity
interest in Equistar; and eliminates the historical equity investments of
(b) $86 million of Occidental's Petrochemicals Business, and (c) $96
million of certain nonstrategic asset sales.
(3) Eliminates historical net property, plant and equipment of (a) $2.105
billion of Equistar, (b) $1.807 billion of Occidental's Petrochemicals
Business, and (c) $348 million of certain nonstrategic asset sales.
(4) Eliminates historical other assets of (a) $1.289 billion of Equistar, (b)
$29 million of Occidental's Petrochemicals Business, and (c) $1 million of
certain nonstrategic asset sales.
(5) Reflects the inclusion of (a) $252 million for taxes on gains on the sales
of certain nonstrategic assets; and eliminates the historical current
liabilities of (b) $369 million of Equistar, (c) $131 million of
Occidental's Petrochemicals Business, and (d) $28 million of certain
nonstrategic asset sales.
(6) Reflects the inclusion of the net effect of (a) net cash proceeds of $736
million from the sale of certain nonstrategic assets, (b) net cash proceeds
of $420 million from the contribution of Occidental's Petrochemicals
Business; and eliminates the historical long-term debt of (c) $100 million
of certain nonstrategic asset sales, (d) $1.713 billion of Equistar, and
(e) also includes other related reclassifications.
(7) Reflects (a) the inclusion of $74 million of deferred tax benefits on gains
on the sales of certain nonstrategic assets and (b) the elimination of
historical deferred and other domestic and foreign income taxes of $39
million on sales of certain nonstrategic assets.
(8) Eliminates historical other deferred credits and other liabilities of (a)
$42 million of Equistar, (b) $255 million of Occidental's Petrochemicals
Business, and (c) $36 million of certain nonstrategic asset sales.
(9) Reflects (a) the inclusion of a net after-tax gain of $264 million on the
sale of certain nonstrategic assets and (b) the elimination of historical
equity of $2.428 billion of Equistar.
8
9
3. Certain pro forma information with respect to the contribution
of Occidental's Petrochemicals Business is also incorporated by reference from
the pro forma information included in Occidental's Current Report on Form 8-K,
dated February 10, 1998, which was filed with the SEC on April 21, 1998.
Although the principal purpose of such report was to complete Occidental's
filing obligations with respect to the acquisition of the Elk Hills Interest, in
connection with the preparation of the pro forma financial statements reflecting
such acquisition, Occidental has also provided disclosure therein of other
recent developments which may materially impact Occidental's financial
statements.
(c) Exhibits.
10.1 Master Transaction Agreement, dated May 15, 1998 (the "Closing
Date"), by and among Equistar Chemicals, LP ("Equistar"), Occidental Petroleum
Corporation ("OPC"), Lyondell Petrochemical Company ("Lyondell") and Millennium
Chemicals Inc. ("Millennium") (filed as Exhibit 10.1 of the Current Report on
Form 8-K of Occidental previously filed and also dated May 15, 1998 (Date of
earliest event reported), File No. 1-9210, and incorporated herein by this
reference).
10.2 Amended and Restated Limited Partnership Agreement of Equistar,
dated the Closing Date, by and among the partners named therein (filed as
Exhibit 10.2 of the Current Report on Form 8-K of Occidental previously filed
and also dated May 15, 1998 (Date of earliest event reported), File No. 1-9210,
and incorporated herein by this reference).
10.3 Agreement and Plan of Merger and Asset Contribution, dated as
of the Closing Date, by and among Equistar, Occidental Petrochem Partner 1,
Inc., Occidental Petrochem Partner 2, Inc., Oxy Petrochemicals Inc. and PDG
Chemical Inc. (filed as Exhibit 10.3 of the Current Report on Form 8-K of
Occidental previously filed and also dated May 15, 1998 (Date of earliest event
reported), File No. 1-9210, and incorporated herein by this reference).
10.4 Amended and Restated Parent Agreement, dated as of the Closing
Date, among Occidental Chemical Corporation, Oxy CH Corporation, OPC, Lyondell,
Millennium and Equistar (filed as Exhibit 10.4 of the Current Report on Form 8-K
of Occidental previously filed and also dated May 15, 1998 (Date of earliest
event reported), File No. 1-9210, and incorporated herein by this reference).
23.1 Consent of PricewaterhouseCoopers LLP, Houston, Texas.
23.2 Consent of PricewaterhouseCoopers LLP, Cincinnati, Ohio.
99.1 Lyondell Financial Statements.
99.2 Millennium Financial Statements.
99.3 Equistar Financial Statements.
99.4 Equistar Interim Financial Statements.
9
10
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 hereunto duly authorized.
OCCIDENTAL PETROLEUM CORPORATION
(Registrant)
DATE: July 17, 1998 S.P. Dominick, Jr.
--------------------------------
S. P. Dominick, Jr.,
Vice President and Controller
(Chief Accounting and Duly
Authorized Officer)
10
11
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
23.1 Consent of PricewaterhouseCoopers LLP, Houston, Texas.
23.2 Consent of PricewaterhouseCoopers LLP, Cincinnati, Ohio.
99.1 Lyondell Financial Statements.
99.2 Millennium Financial Statements.
99.3 Equistar Financial Statements.
99.4 Equistar Interim Financial Statements.
11