U. S. 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 February 7, 1996 PENN OCTANE CORPORATION (Exact name of registrant as specified in charter) Delaware 0-24394 52-1790357 (State of Incorporation) (Commission (I.R.S. Employer File Number) Identification No.) 5847 San Felipe, Suite 3420 Houston, Texas 77057 (Address of principal executive offices) (713) 952-5703 (Registrant's telephone number, including area code) INDEX Item 1. Changes in Control of Registrant 3 Item 2. Acquisition or Disposition of Assets 3 Item 3. Bankruptcy or Receivership 3 Item 4. Changes in Registrant's Certifying Accountant 3 Item 5 Other Events. 3 Item 6. Resignations of Registrant's Directors. 3 Item 7 Financial Statements and Exhibits. 3 PENN OCTANE CORPORATION Item 1. Changes in Control of Registrant. NONE. Item 2. Acquisition or Disposition of Assets. NONE. Item 3. Bankruptcy or Receivership NONE. Item 4. Changes in Registrant's Certifying Accountant NONE. Item 5. Other Events. The Registrant's news release dated February 4, 1997, a copy of which is attached as Exhibit 1 hereto, is incorporated herein by reference and made a part hereof. Item 6. Resignations of Registrant's Directors. NONE. Item 7. Financial Statements and Exhibits. NONE. EXHIBIT INDEX Exhibit No. Description Page No. - ------------ ----------- -------- 99.1 News Release dated February 4, 1997 6 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. PENN OCTANE CORPORATION By: /S/ IAN T. BOTHWELL --------------------- Ian T. Bothwell Vice President & Chief Financial Officer Date: February 7, 1997