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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 12, 2004
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
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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
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As announced on October 12, 2004, by Vulcan Materials Company and Occidental
Chemical Corporation, Basic Chemical Company, LLC, a wholly-owned subsidiary of
Occidental Chemical, has agreed to purchase three chemical manufacturing
facilities from Vulcan Materials Company. Occidental Chemical Corporation is a
wholly-owned subsidiary of Occidental Petroleum Corporation.
The primary products produced at the three facilities are chlorine, its
co-product caustic soda, and ethylene dichloride (EDC). The transaction was
structured as a purchase of assets. Initially the purchaser will pay Vulcan $214
million in cash subject to adjustment for changes in net working capital of the
purchased businesses. In addition, the purchaser may become obligated to make
contingent payments based upon the future performance of the purchased
businesses, and will assume specified obligations. Vulcan has retained the
liabilities associated with the acquired businesses not assumed by the
purchaser, including, without limitation, all pending litigation and all
liabilities arising from the use of perchloroethylene in the dry cleaning
business.
Closing of the transaction is subject to customary regulatory closing
conditions.
The full text of the press release is attached to this report as Exhibit 99.1.
Occidental has not provided a GAAP measure of financial performance with respect
to the disclosure of EBITDA of the acquired facilities made in the press
release. It is impractical to provide such a measure because Basic is acquiring
only a portion of the contracts associated with the business, none of the debt
and all of a related joint venture that operates a portion of the Geismar
complex being acquired.
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, 2004 S. P. Dominick, Jr.
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S. P. Dominick, Jr., Vice President and Controller
(Chief Accounting and Duly Authorized Officer)
EXHIBIT INDEX
99.1 Press Release of October 12, 2004.