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) January 30, 2006
OCCIDENTAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
1-9210 |
95-4035997 | |
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(State or other jurisdiction |
(Commission |
(I.R.S. Employer | |
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10889 Wilshire Boulevard |
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(Address of principal executive offices) |
(ZIP code) | ||
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Registrant’s telephone number, including area code: | |||
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(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):
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] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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] 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
Completion of Merger with Vintage. On January 30, 2006, Occidental Petroleum Corporation (Oxy) issued a press release announcing completion of its agreement to acquire Vintage Petroleum, Inc. (Vintage). Under the terms of the merger agreement, Vintage shareholders will receive $20.00 per Vintage share in cash, plus 0.42 Oxy shares per Vintage share. As a result of this transaction, Occidental will issue approximately 28 million shares of Oxy common stock and pay approximately $1.4 billion in cash to former Vintage stockholders. Oxy will guarantee approximately $550 million in indebtedness assumed in the transaction. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Financial Statements of Business Acquired.
The following documents listed below that Vintage previously filed with the Securities and Exchange Commission are incorporated herein by reference:
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Vintage SEC Filings |
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Annual Report on Form 10-K |
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Year ended December 31, 2004 |
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Quarterly Reports on Form 10-Q |
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Three months ended March 31, 2005; Three months ended June 30, 2005; Three months ended September 30, 2005 |
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Pro-Forma Financial Information. The pro forma financial statements set forth in Amendment No. 1 to Oxy’s registration statement on Form S-4 (Registration No. 333-129721), filed with the Securities and Exchange Commission on December 19, 2005, are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
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(a) |
Exhibits. |
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23.1 |
Consent of Ernst & Young LLP, independent registered public accounting firm for Vintage |
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23.2 |
Consent of Netherland, Sewell & Associates, Inc. |
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23.3 |
Consent of DeGolyer and MacNaughton |
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23.4 |
Consent of DeGolyer and MacNaughton Canada Limited | ||||
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99.1 |
Press release dated January 30, 2006 |
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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 hereunto duly authorized.
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OCCIDENTAL PETROLEUM CORPORATION |
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(Registrant) |
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DATE: January 31, 2006 |
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/s/ Jim A. Leonard |
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Jim A. Leonard, Vice President and Controller |
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(Principal Accounting and Duly Authorized Officer) |
EXHIBIT INDEX
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23.1 |
Consent of Ernst & Young LLP, independent registered public accounting firm for Vintage |
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23.2 |
Consent of Netherland, Sewell & Associates, Inc. |
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23.3 |
Consent of DeGolyer and MacNaughton |
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23.4 |
Consent of DeGolyer and MacNaughton Canada Limited | |||
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99.1 |
Press release dated January 30, 2006 |
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