Where You Can Find More Information
Occidental and Anadarko file annual, quarterly and current reports, proxy statements and other information with the SEC. You may access this information at the SEC’s internet website that contains reports, proxy statements and other information regarding issuers, including Occidental and Anadarko, who file electronically with the SEC. The address of that site is www.sec.gov. The information contained on the SEC’s website is not incorporated by reference into this proxy statement/prospectus.
Occidental has filed with the SEC a registration statement on Form S-4 of which this proxy statement/prospectus forms a part. The registration statement registers the shares of Occidental common stock to be issued to Anadarko stockholders in connection with the merger. The registration statement, including the attached exhibits and annexes, contains additional relevant information about Occidental and Anadarko, respectively. The rules and regulations of the SEC allow Occidental and Anadarko to omit certain information included in the registration statement from this proxy statement/prospectus.
In addition, the SEC allows Occidental and Anadarko to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this proxy statement/prospectus, except for any information that is superseded by information included directly in this proxy statement/prospectus or incorporated by reference subsequent to the date of this proxy statement/prospectus as described below.
This proxy statement/prospectus incorporates by reference the documents listed below that Occidental and Anadarko have previously filed with the SEC. They contain important information about the companies and their financial condition.
| • | Annual report on Form 10-K for the year ended December 31, 2018; |
| • | Definitive proxy statement on Schedule 14A for the 2019 annual meeting of stockholders; |
| • | Quarterly report on Form 10-Q for the quarter ended March 31, 2019; |
| • | Current reports on Form 8-K filed on April 24, 2019, May 3, 2019, May 6, 2019 (Film No.: 19798226), May 6, 2019 (Film No.: 19797991), May 10, 2019 (Film No.: 19813015) and May 10, 2019 (Film No.: 19815863) (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act); and |
| • | The description of Occidental common stock contained in the registration statement on Form 8-B dated June 26, 1986 (as amended by Form 8, dated December 22, 1986, Form 8, dated February 3, 1988, Form 8-B/A, dated July 12, 1993, Form 8-B/A, dated March 21, 1994, and Form 8-B/A, dated November 2, 1995, and including any amendment or report filed with the SEC for the purpose of updating this description). |
| • | Annual report on Form 10-K for the year ended December 31, 2018; |
| • | Definitive proxy statement on Schedule 14A for the 2019 annual meeting of stockholders (which meeting has been postponed indefinitely); |
| • | Quarterly report on Form 10-Q for the quarter ended March 31, 2019; |
| • | Current reports on Form 8-K filed on February 19, 2019, April 12, 2019, April 17, 2019, May 10, 2019 and May 15, 2019 (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act); and |
| • | The description of the Anadarko common stock contained in Anadarko’s registration statement on Form S-3ASR filed with the SEC on February 21, 2019 under the heading “Description of Capital Stock―Common Stock” (including any amendment or report filed with the SEC for the purpose of updating this description). |
To the extent that any information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference.
In addition, Occidental and Anadarko incorporate by reference any future filings they make with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this proxy statement/prospectus and before the date of the special meeting (excluding any current reports on Form 8-K to the extent disclosure is furnished and not filed). Those documents are considered to be a part of this proxy statement/prospectus, effective as of the date they are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.
You can obtain any of the other documents listed above from the SEC, through the SEC’s website at the address indicated above, or from Occidental or Anadarko, as applicable, by requesting them in writing or by telephone as follows:
|
Occidental Petroleum Corporation
Attention: Corporate Secretary 5 Greenway Plaza, Suite 110 Houston, Texas 77046 Telephone: (713) 215-7000 |
Anadarko Petroleum Corporation
Attention: Corporate Secretary 1201 Lake Robbins Drive The Woodlands, Texas 77380 Telephone: (832) 636-1000 |
These documents are available from Occidental or Anadarko, as the case may be, without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part. You can also find information about Occidental and Anadarko at their internet websites at www.oxy.com and www.anadarko.com, respectively. Information contained on these websites does not constitute part of this proxy statement/prospectus.
You may also obtain documents incorporated by reference into this document by requesting them in writing or by telephone from Innisfree or Morrow, Anadarko’s proxy solicitors, at the following addresses and telephone numbers:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders in the U.S. and Canada may call toll free: (877) 456-3524
Stockholders in other locations may call direct: (412) 232-3651
Banks and brokers may call collect: (212) 750-5833
or
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Phone: (203) 658-9400
If you are a stockholder of Anadarko and would like to request documents, please do so by August 1, 2019 to receive them before the special meeting. If you request any documents from Occidental or Anadarko, Occidental or Anadarko, as applicable, will mail them to you by first class mail, or another equally prompt means, within one business day after Occidental or Anadarko, as the case may be, receives your request.
This proxy statement/prospectus is a prospectus of Occidental and a proxy statement of Anadarko for the special meeting. Neither Occidental nor Anadarko has authorized anyone to give any information or make any representation about the merger or Occidental or Anadarko that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that Occidental or Anadarko has incorporated by reference into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this document or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. This proxy statement/prospectus is dated July 11, 2019. You should not assume that the information is accurate as of any date other than that date, and neither its mailing to Anadarko stockholders nor the issuance of shares of Occidental common stock in the merger will create any implication to the contrary.
THE MERGER
