================================================================================ UNITED STATES 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) APRIL 21, 2005 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 offices) (ZIP code) Registrant's telephone number, including area code: (310) 208-8800 ================================================================================ Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 8 - OTHER EVENTS Item 8.01. Other Events ---------- ------------ On April 21, 2005, Occidental Petroleum Corporation commenced a program offering from time to time up to $1,500,000,000 aggregate initial offering price of its Medium-Term Senior Notes, Series D and its Medium-Term Subordinated Notes, Series A (collectively, the "Notes"). Occidental has previously filed a Registration Statement on Form S-3 (No. 333-123324) in respect of securities including the Notes, which Registration Statement was declared effective by the Securities and Exchange Commission on April 7, 2005. Thereafter, Occidental and Banc of America Securities LLC, Citigroup Global Markets Inc., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., and Morgan Stanley & Co. Incorporated entered into the Distribution Agreement dated April 21, 2005, relating to the sale and purchase of the Notes. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01. Financial Statements and Exhibits ---------- --------------------------------- (c) Exhibits 1.1 Distribution Agreement, dated April 21, 2005, among Occidental Petroleum Corporation, Banc of America Securities LLC, Citigroup Global Markets Inc., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., and Morgan Stanley & Co. Incorporated 4.1 Second Supplemental Indenture, dated April 21, 2005, by and between Occidental Petroleum Corporation and The Bank of New York, including the form of Notes 1 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: April 25, 2005 S. P. Dominick, Jr. -------------------------------------------------- S. P. Dominick, Jr., Vice President and Controller (Chief Accounting and Duly Authorized Officer) EXHIBIT INDEX 1.1 Distribution Agreement, dated April 21, 2005, among Occidental Petroleum Corporation, Banc of America Securities LLC, Citigroup Global Markets Inc., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., and Morgan Stanley & Co. Incorporated 4.1 Second Supplemental Indenture, dated April 21, 2005, by and between Occidental Petroleum Corporation and The Bank of New York, including the form of Notes