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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): JUNE 25, 2003
PDV AMERICA, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 001-12138 51-0297556
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
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ONE WARREN PLACE, 6100 SOUTH YALE AVENUE, TULSA, OKLAHOMA 74136
(Address of principal executive office) (Zip Code)
(918) 495-4000
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 25, 2003, the Board of Directors of PDV America, Inc. ("PDV America"),
pursuant to its powers, selected KPMG LLP ("KPMG") as the independent accountant
of PDV America, effective immediately, and replaced Deloitte & Touche LLP
("D&T") as its independent accountant. KPMG is the current independent
accountant for Petroleos de Venezuela, S.A., PDV America's ultimate parent.
D&T's report on the consolidated financial statements of PDV America for the
years ended December 31, 2001 and 2002 contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
In connection with D&T's audits of PDV America's consolidated financial
statements for the years ended December 31, 2001 and 2002 and through June 25,
2003, the date of cessation of the PDV America and D&T audit relationship, there
have been no disagreements with D&T on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of D&T, would have caused
them to make reference thereto in their report on PDV America's consolidated
financial statements. Further, no "reportable events," as defined in Item
304(a)(1)(v) of Regulation S-K promulgated by the Securities and Exchange
Commission, occurred during the years ended December 31, 2001 and 2002 or during
the subsequent interim period through June 25, 2003.
PDV America requested that D&T furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated June 30, 2003, is filed as
Exhibit 16 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
16 Deloitte & Touche LLP letter to the Securities and Exchange
Commission regarding agreement with statements made by the
registrant under Item 4 of this Form 8-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
PDV AMERICA, INC.
Date: June 30, 2003 /s/ PAUL LARGESS
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Paul Largess
Treasurer and Chief Accounting Officer
EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
16 Letter from Deloitte & Touche LLP to the Securities and Exchange
Commission regarding agreement with statements made by the registrant
under Item 4 of this Form 8-K.
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