8-K 1 h07096e8vk.txt PDV AMERICA, INC. - JUNE 25, 2003 ================================================================================ 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) DELAWARE 001-12138 51-0297556 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) incorporation or organization)

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) ================================================================================ 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 -------------------------------------- Paul Largess Treasurer and Chief Accounting Officer EXHIBIT INDEX

PDV AMERICA INC 8-K