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) October 13, 2005

 

OCCIDENTAL PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

1-9210

95-4035997

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
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):

 

[ X

] 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 1 – Registrant's Business and Operations

 

Item 1.01. Entry into a Material Definitive Agreement

 

On October 13, 2005, Occidental Petroleum Corporation (Oxy) issued a press release announcing an agreement to acquire Vintage Petroleum, Inc. (Vintage). The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Section 7 – Regulation FD

 

Item 7.01. Regulation FD Disclosure

 

Attached hereto as Exhibit 99.2 and incorporated herein by reference are slides relating to the acquisition. The slides have been posted to Oxy's website at www.oxy.com.

 

Additional Information and Where to Find It

 

Oxy will file a Form S-4, Vintage will file a proxy statement and both companies will file other relevant documents concerning the proposed merger transaction with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE FORM S-4 AND PROXY STATEMENT WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Oxy free of charge by contacting Christel Pauli, Counsel and Assistant Secretary, Occidental Petroleum Corporation, at 10889 Wilshire Blvd., Los Angeles, California 90024. The documents will also be available online at www.oxy.com.

 

Participants in Solicitation

 

Oxy, Vintage and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Vintage shareholders in connection with the merger. Information about the directors and executive officers of Oxy and their ownership of Oxy stock is set forth in the proxy statement for Oxy's 2005 Annual Meeting of Shareholders. Information about the directors and executive officers of Vintage and their ownership of Vintage stock is set forth in the proxy statement for Vintage's 2005 Annual Meeting of Shareholders. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement for the merger when they become available.

 

Investors should read the Form S-4 and proxy statement carefully when they become available before making any voting or investment decisions.

 

Forward-Looking Statements

 

The matters set forth in this Form 8-K or in the exhibits to this Form 8-K, including statements as to the expected benefits of the acquisition such as efficiencies, cost savings, financial strength, and the competitive ability and position of the combined company, and other statements identified by such words as "will," "estimates," "expects," "hopes," "projects," "plans," and similar expressions are forward-looking statements within the meaning of the "safe

 

 

1

 

harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could significantly affect expected results, including a delay in or failure to obtain required approvals, the possibility that the anticipated benefits from the acquisition cannot be fully realized, the possibility that costs or difficulties related to the integration will be greater than expected, the ability to manage regulatory, tax and legal matters, including changes in tax rates, the impact of competition, and other risk factors related to our industries as detailed in each of Oxy's and Vintage's reports filed with the SEC. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K. Unless legally required, Oxy undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results may differ from those set forth in or implied by the forward-looking statements.

 

The SEC limits the ability of oil and natural gas companies, in their filings with the SEC, to disclose reserves other than proved reserves demonstrated by actual production or conclusive formation tests to be economically producible under existing economic and operating conditions. We use certain terms in this Form 8-K, such as probable, possible and recoverable reserves, that the SEC's guidelines limit in filings with the SEC.

 

Information contained in this Form 8-K regarding Vintage's production, reserves, results, assets and other information has been taken from Vintage's public filings with the SEC. Oxy makes no representation with respect to the accuracy of this information.

 

 

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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.

 

 

OCCIDENTAL PETROLEUM CORPORATION

 

(Registrant)

 

 

 

 

DATE:

October 13, 2005

/s/ Jim A. Leonard                                                               

 

Jim A. Leonard, Vice President and Controller

 

(Principal Accounting and Duly Authorized Officer)

 

 

EXHIBIT INDEX

 

 

99.1

Press release dated October 13, 2005.

 

99.2

Slides relating to acquisition of Vintage Petroleum, Inc.