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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): OCTOBER 27, 2005
CITGO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-14380 73-1173881
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
See description under Item 8.01 below regarding the execution on
October 27, 2005 and time of effectiveness of supplemental indentures dated as
of October 27, 2005 (the "Supplemental Indentures") to the Indenture dated as of
May 1, 1996 relating to CITGO Petroleum Corporation's ("CITGO") outstanding
7-7/8% senior notes due 2006 and the Indenture dated as of October 22, 2004
(together with the Indenture dated as of May 1, 1996, the "Indentures") relating
to CITGO's outstanding 6% senior notes due 2011.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
See description under Item 8.01 below regarding the execution on
October 27, 2005 and time of effectiveness of the Supplemental Indentures
relating to CITGO's outstanding 7-7/8% senior notes and 6% senior notes.
ITEM 8.01 OTHER EVENTS
On October 27, 2005, CITGO announced that, as of 5:00 p.m., New York
City time, on Wednesday, October 26, 2005, it had received tenders and consents
for approximately 90.4% of its outstanding 7-7/8% senior notes and approximately
99.6% of its outstanding 6% senior notes. The consents received from holders of
each series of senior notes exceeded the requisite consent needed to amend the
Indenture under which that series of senior notes was issued. The terms of the
tender offers and consent solicitations for each series of senior notes are
detailed in CITGO's Offer to Purchase and Consent Solicitation Statement, dated
October 13, 2005 (the "Offer to Purchase").
On October 27, 2005, CITGO and the trustees under the Indentures
entered into the Supplemental Indentures that will, once operative, eliminate
substantially all restrictive covenants, certain events of default and certain
other related provisions of each Indenture. Reference is made to each of the
Supplemental Indentures, which are filed as Exhibits to this Current Report on
Form 8-K, for a description of the proposed amendments to each Indenture.
A Supplemental Indenture will not become operative unless and until
payment is made for the related series of senior notes accepted for purchase by
CITGO pursuant to the tender offers. CITGO's purchase of each series of senior
notes is subject to the satisfaction or waiver of various conditions, as
described in the Offer to Purchase, including a financing condition. The tender
offer for each series of senior notes is not conditioned upon the consummation
of the tender offer for the other series of senior notes. The tender offers will
expire at midnight, New York City time, on Wednesday, November 9, 2005, subject
to CITGO's right to amend, extend or terminate the tender offers at any time.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Exhibit Description
4-1 Supplemental Indenture dated as of October 27, 2005
between CITGO and J.P. Morgan Trust Company, National
Association (successor in interest to Bank One, N.A.,
successor in interest to The First National Bank of
Chicago), as trustee.
4-2 Supplemental Indenture dated as of October 27, 2005
between CITGO and J.P. Morgan Trust Company, National
Association, as trustee.
99-1 Press release dated October 27, 2005.
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: November 1, 2005 /s/ Larry Krieg
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Larry Krieg
Vice President Finance
INDEX TO EXHIBITS
4-1 Supplemental Indenture dated as of October 27, 2005
between CITGO and J.P. Morgan Trust Company, National
Association (successor in interest to Bank One, N.A.,
successor in interest to The First National Bank of
Chicago), as trustee.
4-2 Supplemental Indenture dated as of October 27, 2005
between CITGO and J.P. Morgan Trust Company, National
Association, as trustee.
99-1 Press release dated October 27, 2005.