-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L3NqxoHMDUPfbplLiBQRRJh2VBmtalCrtCpHvcIjbNnDVRpqbNiARRip06ICROX3 l7Oz/U8ORAnTmPyLldQHyw== 0000797468-05-000158.txt : 20051103 0000797468-05-000158.hdr.sgml : 20051103 20051103144421 ACCESSION NUMBER: 0000797468-05-000158 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051103 DATE AS OF CHANGE: 20051103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VINTAGE PETROLEUM INC CENTRAL INDEX KEY: 0000809428 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731182669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10578 FILM NUMBER: 051176496 BUSINESS ADDRESS: STREET 1: 110 W SEVENTH ST CITY: TULSA STATE: OK ZIP: 74119 BUSINESS PHONE: 9185920101 MAIL ADDRESS: STREET 1: 110 W SEVENTH ST CITY: TULSA STATE: OK ZIP: 74119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OCCIDENTAL PETROLEUM CORP /DE/ CENTRAL INDEX KEY: 0000797468 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 954035997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 10889 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3102088800 MAIL ADDRESS: STREET 1: 10889 WILSHIRE BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90024 425 1 vintage425-20051103.htm FORM 425 Occidental Petroleum Corporation

Filed by Occidental Petroleum Corporation
pursuant to rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities and Exchange Act of 1934, as amended

Subject Company: Vintage Petroleum, Inc.
Commission File No.: 1-10578

The following information is excerpted from Occidental’s Quarterly Report on Form 10-Q for the period ending September 30, 2005:

In October 2005, Occidental Petroleum Corporation (Occidental) entered into an Agreement and Plan of Merger (Agreement) with Vintage Petroleum, Inc. (Vintage), pursuant to which Vintage would merge into a wholly owned subsidiary of Occidental. Vintage’s operating assets in Argentina and California provide opportunities to increase production and reserves through the application of enhanced oil recovery and exploitation techniques Occidental has employed successfully in other operations. Occidental will incorporate Vintage’s California assets into its nearby operations in the southern San Joaquin Valley and in the Sacramento Valley. Occidental also will integrate Vintage’s Latin American assets into its existing position in Latin America, where Occidental is one of the largest producers in Colombia and Ecuador, with combined third quarter 2005 net production of 79,000 barrels of oil per day. Occidental will acquire Vintage for $20.00 per Vintage share in cash, plus 0.42 Occidental shares per Vintage share. The total purchase price for Vintage’s approximately 68.3 million shares is about $3.5 billion. Additionally, Occidental expects to assume approximately $550 million of Vintage debt and expects to acquire cash of approximately $225 million from Vintage. As a result of this transaction, Occidental plans to implement a stock re-purchase program for 9 million Occidental shares in the open market or otherwise, from time-to-time, subject to market conditions and retention of the company's credit rating. Occidental expects to finance the acquisition and the stock re-purchase program from $1.7 billion of cash and short-term investments on hand as of September 30, 2005, plus additional cash generated in the fourth quarter. The Vintage transaction is expected to close in the first quarter of 2006, subject to regulatory and Vintage shareholder approvals.

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