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): July 14, 1997 PDV AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 001-12138 51-0297556 - -------------------------------------------------------------------------------- (State or other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification Incorporation) Number) 750 Lexington Avenue, New York, New York 10022 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 753-5340 Item 5. Other Events. On July 14, 1997, Petroleos de Venezuela S.A. ("PDVSA"), the Registrant's parent corporation, announced the beginnings of PDVSA's internal reorganization. A copy of the pertinent announcement submitted with PDVSA's Form 6-K filing on July 30, 1997 with the Securities and Exchange Commission is attached hereto as Exhibit 99.1. 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. PDV AMERICA, INC. Date: August 11, 1997 By: /s/ Alonso Velasco ---------------------- Name: Alonso Velasco Title: President, Chief Executive and Financial Officer Date: August 11, 1997 By: /s/ Jose M. Portas -------------------- Name: Jose M. Portas Title: Secretary EXHIBIT INDEX ------------- Exhibit No. Description Page - ----------- ----------- ---- Exhibit 99.1 Announcement excerpted from Form 6-K filed by PDVSA dated July 30, 1997 5 Exhibit 99.1 Petroleos de Venezuela, S.A. announces plan to transform its corporate structure On July 14, 1997, Luis E. Giusti, President of Petroleos de Venezuela, S.A. ("PDVSA"), announced the beginning of the restructuring of the Venezuelan oil holding. The new organization will emphasize PDVSA's core business functions. Mr. Giusti stated, "new realities require the complete and permanent search for the creation of value for the corporation. High efficiency must be replaced by maximum efficiency." PDVSA's international subsidiaries and European ventures will not be directly affected by the restructuring, although management expects such entities to benefit from PDVSA's improved organization. The first stage of PDVSA's new organization is scheduled to be implemented by the first quarter of 1998. As a result of this transformation, PDVSA anticipates that more competitive advantages and substantial savings will translate into a significant increase in value to the shareholder. "Our past success does not guarantee success in the future. To be successful we must change," noted Mr. Giusti. PDVSA's 1996 net sales totaled US$ 33.9 billion while pre-tax income was US$ 10.7 billion; proven oil reserves increased 6.3 billion barrels to 72.6 billion barrels; and 2,243 thousand barrels per day were processed in its extensive worldwide refining system. Last year, PDVSA became the leading exporter of crude and oil products to the United States, which is also its largest market.