ITEM 3 LEGAL PROCEEDINGS
There is incorporated by reference herein the information regarding lawsuits, claims and related matters in Note 8 to the Consolidated Financial Statements.
In 1990, Continental Trend Resources ("CTR") filed an action against OXY USA Inc. ("OXY USA") in the U.S. District Court for the Western District of Oklahoma, seeking damages for antitrust violations and tortious interference with contract. In 1991, a jury returned a verdict in favor of CTR for $269,000 in actual damages and $30,000,000 in punitive damages on the tortious interference claims. OXY USA appealed the judgment to the U.S. Court of Appeals for the 10th Circuit. On January 12, 1995, that Court affirmed the judgment. OXY USA has filed a petition for rehearing and has suggested that a rehearing en banc is appropriate.
In 1990, Dakota Gasification Company ("Dakota") filed an action in the U.S. District Court of North Dakota against Natural and three other purchasers of synthetic natural gas produced at a coal gasification plant in North Dakota, seeking declaratory judgment as to the validity and interpretation of four gas purchase agreements with regard to, among other things, an interpretation of the pricing provision. Dakota also alleged breach of contract, misrepresentation and intentional interference with contractual relations. On January 23, 1995, the FERC approved a definitive settlement agreement between Dakota and Natural. Settlements with the other purchaser defendants have not yet been approved by the FERC.
In 1986, the FTC initiated an administrative proceeding against OxyChem alleging that its acquisition of facilities from Tenneco Polymers, Inc. in Pasadena, Texas and Burlington South, New Jersey violated antitrust laws. The administrative complaint sought rescission of the acquisition agreement and divestiture of the acquired assets. In 1993, the FTC issued an opinion and final order of divestiture. OxyChem petitioned for review to the U.S. Court of Appeals for the Second Circuit (the "Second Circuit"). A settlement was subsequently reached under which OxyChem agreed to divest its facilities in Burlington South and, in lieu of Pasadena, Addis, Louisiana, and refrain from acquiring PVC assets for a period of 10 years without FTC approval. The Second Circuit approved the settlement in January 1994. Definitive agreements with Borden and Ozite to sell the Addis and Burlington South facilities, respectively, were subsequently negotiated. Such agreements remain subject to approval of the FTC, from which approval is not yet forthcoming.
ITEM 4
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Occidental's security holders during the fourth quarter of 1994.
EXECUTIVE OFFICERS OF THE REGISTRANT
The current term of office of each Executive Officer will expire at the April 28, 1995, organizational meeting of the Occidental Board of Directors or at such time as his or her successor shall be elected.
PART II
ITEM 5
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is hereby incorporated by reference the quarterly financial data appearing under the caption "Quarterly Financial Data" and the information appearing under the captions "Management's Discussion and Analysis--Liquidity and Capital Resources" and "--Stockholders and Market Data" in the 1994 Annual Report, relevant portions of which 1994 Annual Report are filed as Exhibit 13 to this report.
ITEM 6
ITEM 6 SELECTED FINANCIAL DATA
There is hereby incorporated by reference the information appearing under the caption "Five-Year Summary of Selected Financial Data" in the 1994 Annual Report.
ITEM 7
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
There is hereby incorporated by reference the information appearing under the caption "Management's Discussion and Analysis" in the 1994 Annual Report.
ITEM 8
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND RELATED INFORMATION
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors, Occidental Petroleum Corporation:
We have audited, in accordance with generally accepted auditing standards, the consolidated financial statements included in Occidental Petroleum Corporation's Annual Report for the year ended December 31, 1994, incorporated by reference in this Annual Report on Form 10-K, and have issued our report thereon dated February 3, 1995. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The financial statement schedule listed in the Index to Financial Statements and Related Information is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and regulations under the Securities Exchange Act of 1934 and is not a required part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
Our report on the consolidated financial statements includes an explanatory paragraph with respect to the adoption by the Company, effective January 1, 1992, of Statement of Financial Accounting Standards No. 106 and No. 109, as discussed in Note 4 to the consolidated financial statements.
Los Angeles, California ARTHUR ANDERSEN LLP February 3, 1995
ITEM 9
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is hereby incorporated by reference the information regarding Occidental's directors appearing under the caption "Election of Directors" in Occidental's definitive proxy statement filed in connection with its April 28, 1995, Annual Meeting of Stockholders (the "1995 Proxy Statement"). See also the list of Occidental's executive officers and related information under "Executive Officers of the Registrant" in Part I hereof.
ITEM 11
ITEM 11 EXECUTIVE COMPENSATION
There is hereby incorporated by reference the information appearing under the captions "Executive Compensation" (excluding, however, the information appearing under the subcaptions "Report of the Compensation Committee" and "Performance Graphs") and "Election of Directors--Information Regarding the Board of Directors and Its Committees" in the 1995 Proxy Statement.
ITEM 12
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is hereby incorporated by reference the information with respect to security ownership appearing under the caption "Security Ownership of Certain Beneficial Owners and Management" in the 1995 Proxy Statement.
ITEM 13
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is hereby incorporated by reference the information appearing under the caption "Election of Directors--Compensation Committee Interlocks and Insider Participation" in the 1995 Proxy Statement.
PART IV
ITEM 14
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) AND (2). FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Reference is made to the Index to Financial Statements and Related Information under Item 8 in Part II hereof, where these documents are listed.
(a)(3). EXHIBITS
(b) REPORTS ON FORM 8-K
During the fourth quarter of 1994, Occidental filed the following Current Report on Form 8-K:
1. Current Report on Form 8-K dated October 19, 1994 (date of earliest event reported), filed on October 20, 1994, for the purpose of reporting, under Item 5, Occidental's results of operations for the third quarter ended September 30, 1994.
During the first quarter of 1995 to the date hereof, Occidental filed the following Current Report on Form 8-K:
1. Current Report on Form 8-K dated January 25, 1995 (date of earliest event reported), filed on January 26, 1995, for the purpose of reporting, under Item 5, Occidental's results of operations for the fourth quarter and fiscal year ended December 31, 1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
March 16, 1995 By: RAY R. IRANI ------------------------------------- Ray R. Irani Chairman of the Board of Directors, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
INDEX TO EXHIBITS