1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-14380 CITGO PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 73-1173881 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE WARREN PLACE, 6100 SOUTH YALE AVENUE, TULSA, OKLAHOMA 74136 (Address of principal executive offices) (Zip Code) (918) 495-4000 (Registrant's telephone number, including area code) N.A. (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED 7-7/8% Senior Notes, Due 2006 New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No --- 2 The registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore omitting (i) the information otherwise required by Item 601 of Regulation S-K relating to a list of subsidiaries of the registrant as permitted by General Instruction (I)(2)(b) and (ii) certain information otherwise required by Item 11 of Form 10-K relating to executive compensation as permitted by General Instruction (I)(2)(c). Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K: Not Applicable Aggregate market value of the voting stock held by non-affiliates of the registrant: Not Applicable Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. COMMON STOCK, $1.00 PAR VALUE 1,000 (Class) (outstanding at December 31, 1997) DOCUMENTS INCORPORATED BY REFERENCE None 3 CITGO Petroleum Corporation hereby amends its Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 10-K") to include the signature of Deloitte & Touche LLP with respect to (i) the Independent Auditors' Report that accompanies the consolidated balance sheets of CITGO Petroleum Corporation and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, shareholder's equity and cash flows for each of the three years in the period ended December 31, 1997 included in the 1997 10-K and (ii) the Independent Auditors' Consent contained in Exhibit 23.1 to the 1997 10-K. The Independent Auditors' Report, as so amended, follows herewith and the Independent Auditors' Consent, as so amended, is included as an exhibit hereto. INDEPENDENT AUDITORS' REPORT To the Board of Directors and Shareholder of CITGO Petroleum Corporation: We have audited the accompanying consolidated balance sheets of CITGO Petroleum Corporation and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, shareholder's equity and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of CITGO Petroleum Corporation and subsidiaries at December 31, 1997 and 1996, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. DELOITTE & TOUCHE LLP Tulsa, Oklahoma February 13, 1998 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CITGO PETROLEUM CORPORATION By: /s/ R. M. BRIGHT --------------------------------------- R. M. Bright Controller (Chief Accounting Officer) Date: April 7, 1998