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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): MAY 2, 2005
CITGO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-14380 73-1173881
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
1293 ELDRIDGE PARKWAY, HOUSTON, TEXAS 77077
(Address of principal executive office) (Zip Code)
(832) 486-4000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] 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))
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ITEM 8.01 OTHER EVENTS
CITGO Petroleum Corporation ("CITGO") has received an informal inquiry
from the Securities and Exchange Commission ("SEC") seeking information from
CITGO regarding a previously reported, but ongoing, inquiry being conducted by a
special commission of the Venezuelan National Assembly (the "VNA Commission"),
previously reported allegations made by a CITGO employee in a letter sent to
both CITGO's auditors as well as the SEC, and CITGO's October 2004 tender offer
for its 11-3/8% senior notes. CITGO is cooperating and has provided the
requested information to the SEC.
Representatives of the VNA Commission visited CITGO's Houston, Texas
offices in March 2005 for the purpose of interviewing several CITGO employees as
part of an inquiry that the VNA Commission had been charged with conducting.
CITGO has not received any direct statements from the VNA Commission describing
the scope of their inquiry. CITGO understands from the interviewed employees
that the questions were directed at the rationale for, and analysis underlying,
note financings that CITGO completed in 2003 and 2004, the relocation of its
corporate headquarters to Houston, Texas, and several minor transactions. The
questions did not identify any unlawful or unrecorded activities, and CITGO is
not aware of any such activities. In the last several weeks, current and former
officers, directors and employees of CITGO, have appeared or are scheduled to
appear before the VNA Commission in hearings about the foregoing matters and
other business decisions of CITGO. CITGO continues to cooperate with the VNA
Commission.
Shortly following the VNA Commission's visit, a CITGO employee sent a
memorandum to both CITGO's auditors and the SEC referencing the VNA Commission
and other matters. CITGO was not aware of any improper activities, but engaged
counsel to investigate the employee's allegations. The report of the independent
counsel has been delivered to CITGO's Audit Committee. The independent counsel
investigation did not find any evidence of any acts or omissions that could have
resulted in material misstatements in any of CITGO's previously issued financial
statements, nor did they find evidence that would bring into question the
veracity of representations made by management to CITGO's independent auditors
in connection with prior audits of CITGO's financial statements, or in the
answers to questionnaires previously submitted by CITGO's managers to its
Controller and General Auditor in connection with any prior issuance of
financial statements. They did not find any evidence of any other acts or
omissions by CITGO in violation of federal securities laws; however, they took
note of, but did not address matters that were the subject of, pending internal
reviews. These reviews involve payments beginning in 1999, a portion of which
were made for the benefit of the Venezuelan Government which owns PDVSA, CITGO's
ultimate parent entity. The aggregate amount of such payments is not believed to
be significant. CITGO is reviewing those payments as well as their compliance
with applicable law.
SIGNATURES
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.
CITGO PETROLEUM CORPORATION
Date: June 16, 2005 /s/ Larry Krieg
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Larry Krieg
Vice President Finance