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As filed with the Securities and Exchange Commission on July 14,1998
Registration No. 333-8626
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------
PETROFINA
(Exact name of registrant as specified in its charter)
KINGDOM OF BELGIUM N/A
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
52 Rue de l'Industrie
B-1040 Brussels, Belgium
(32-2) 288-9111
(Address of Principal Executive Offices)
FINA, INC.
FINA CAPITAL ACCUMULATION PLAN
(Full title of the plan)
C/O FINA OIL AND CHEMICAL COMPANY
FINA PLAZA
DALLAS, TEXAS 75206
(214) 750-2400
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
----------------------
With a copy to:
RICHARD W. CASS, ESQ.
WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, D.C. 20037
(202) 663-6000
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------ ---------------- ------------------ --------------- ---------------------
Proposed Proposed
Title of Securities Amount to be Maximum Maximum Amount of
to be Registered Registered Offering Aggregate Registration
Price Offering Fee
Per Share Price
- ------------------------------ ---------------- ------------------ --------------- ---------------------
<S> <C> <C> <C> <C>
Ordinary Shares, without nominal
value (1) 60,000 $366.57 (2) $21,993,780 $6,489 (3)
- ------------------------------ ---------------- ------------------ --------------- ---------------------
</TABLE>
(1) 600,000 American Depositary Shares ("ADSs") each representing one-tenth
(0.1) of one Ordinary Share, and which are evidenced by American
Depositary Receipts issuable upon deposit of the Ordinary Shares, have
been registered pursuant to a separate Registration Statement on Form
F-6 (File No. 33-34102).
(2) In accordance with Rule 457(h) and Rule 457(c), the aggregate offering
price and the amount of the registration fee were computed on the basis
of the average of the high and low prices reported on the Brussels Stock
Exchange on April 6, 1998.
(3) Previously paid.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-8626, filed by
the Registrant on April 9, 1998 relating to the Fina Capital Accumulation Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brussels, Belgium on the 13th day of July, 1998.
PetroFina
By: /s/ Michel-Marc Delcommune
--------------------------
Name: Michel-Marc-Delcommune
Title: Executive Director, Corporate Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
/s/ *
- --------------------------------- Chairman July 13, 1998
Albert Frere
/s/ *
- --------------------------------- Vice Chairman, Chief Executive July 13, 1998
Francois Cornelis Officer and Managing Director
/s/ *
- --------------------------------- Vice Chairman July 13, 1998
Etienne Davignon
/s/ *
- --------------------------------- Executive Director, July 13, 1998
Axel de Brocqueville Chemicals
/s/ Michel-Marc Delcommune
- --------------------------------- Executive Director, Corporate July 13, 1998
Michel-Marc Delcommune Finance
(Principal Financial Officer)
/s/ *
- --------------------------------- Executive Director, Marketing July 13, 1998
Henrique Bandeira Vieira
</TABLE>
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<TABLE>
<S> <C> <C>
- --------------------------------- Director , 1998
Jean-Louis Beffa -------
/s/ *
- --------------------------------- Director July 13, 1998
Yves Boel
- --------------------------------- Director , 1998
Jacques Calvet -------
- --------------------------------- Director , 1998
Guy Dejouany -------
- --------------------------------- Director , 1998
Paul Desmarais, Sr. -------
- --------------------------------- Director , 1998
Paul Desmarais, Jr. -------
/s/ *
- --------------------------------- Director July 13, 1998
Paul Janssen
/s/ *
- --------------------------------- Director July 13, 1998
Jean-Pierre de Launoit
- --------------------------------- Director , 1998
Gerard Mestrallet -------
- --------------------------------- Director , 1998
Brian Mulroney -------
/s/ *
- --------------------------------- Director July 13, 1998
Thierry de Rudder
/s/ *
- --------------------------------- Director July 13, 1998
Gilles Samyn
- --------------------------------- Director , 1998
Luc Wauters -------
/s/ *
- --------------------------------- Principal Accounting Officer July 13, 1998
Freddy Mean
</TABLE>
* By: /s/ Michel-Marc Delcommune
--------------------------
Michel-Marc Delcommune
Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
3.1 Articles of Association of PetroFina (containing amendments through
June 11, 1997) (including unofficial English translation)1/
4.1 Fina Capital Accumulation Plan2/
23.1 Consent of Deloitte & Touche, as independent public accountants for
PetroFina
23.2 Consent of Klynveld Peat Marwick Goerdeler Reviseurs d'Entreprises,
as independent public accountants for Fina Europe N.V.
23.3 Consent of KPMG Peat Marwick Goerdeler Reviseurs d'Entreprises, as
independent public accountants for Fina Raffinaderij Antwerpen N.V.
23.4 Consent of KPMG Accountants N.V., as independent public accountants
for Sigma Coatings, B.V.
23.5 Consent of KPMG Peat Marwick, LLP, as independent public accountants
for Petrofina Delaware, Inc.
23.6 Consent of KPMG Peat Marwick, as independent public accountants for
Brittany Insurance Company Ltd.
23.7 Consent of KPMG Peat Marwick, as independent public accountants for
Brittany Insurance Company Ltd.
23.8 Consent of KPMG Audit plc, as independent public accountants for
Fina plc
23.9 Consent of KPMG, as independent public accountants for Fina
Exploration Norway SCA
24.1 Power of Attorney (included on signature page to this Registration
Statement)3/
- --------
1/ Incorporated by reference to PetroFina's Registration Statement on
Form 20-F as filed with the Commission on August 25, 1997 (File No. 1-14672).
2/ Incorporated by reference to Fina, Inc.'s Form 10-K as filed with
the Commission on March 12, 1998.
3/ Previously filed.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
PETROFINA S.A. on Form S-8 of our report dated March 26, 1998 appearing in the
Annual Report on Form 20-F of PETROFINA S.A. for the year ended
December 31, 1997.
July 13, 1998
THE STATUTORY AUDITOR
/s/ MICHEL C. VAES
---------------------
DELOITTE & TOUCHE
Reviseurs d'Entreprises s.c.c.
Represented by Michel C. Vaes
<PAGE> 1
[KPMG REVISEURS D'ENTREPRISES LETTERHEAD]
TO THE BOARD OF DIRECTORS OF PETROFINA S.A.
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 to the registration statement on Form S-8 of Petrofina S.A. of our report
dated March 20, 1998, with respect to the balance sheets of Fina Europe N.V. as
of December 31, 1997, 1996 and 1995, and the related statements of income for
each of the years in the three-year period ended December 31, 1997, which report
appears in the Annual Report on Form 20-F of Petrofina S.A. for the year ended
December 31, 1997.
Antwerp, Belgium
July 13, 1998
Klynveld Peat Marwick Goerdeler Reviseurs d'Entreprises
Represented by
/s/ G. M. TIMMERMAN
- -------------------
G. M. Timmerman
<PAGE> 1
[KPMG REVISEURS D'ENTREPRISES LETTERHEAD]
TO THE BOARD OF DIRECTORS OF PETROFINA S.A.
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 to the registration statement on Form S-8 of Petrofina S.A. of our report
dated March 20, 1998, with respect to the balance sheets of Fina Raffinaderij
Antwerpen N.V. as of December 31, 1997, 1996 and 1995, and the related
statements of income for each of the years in the three-year period ended
December 31, 1997, which report appears in the Annual Report on Form 20-F of
Petrofina S.A. for the year ended December 31, 1997.
Antwerp, Belgium
July 13, 1998
Klynveld Peat Marwick Goerdeler Reviseurs d'Entreprises
Represented by
/S/ G. M. TIMMERMAN
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G. M. Timmerman
<PAGE> 1
[KPMG ACCOUNTANTS LETTERHEAD]
TO THE BOARD OF DIRECTORS OF PETROFINA S.A.
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 to the registration statement on Form S-8 of Petrofina S.A. of our report
dated March 20, 1998, with respect to the balance sheets of Sigma Coatings B.V.
as of December 31, 1997, 1996 and 1995, and the related statements of income for
each of the years in the three-year period ended December 31, 1997, which report
appears in the Annual Report on Form 20-F of Petrofina S.A. for the year ended
December 31, 1997.
/s/ KPMG ACCOUNTANTS NV
The Hague, the Netherlands
July 13, 1998
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To The Board Of Directors Of Petrofina S.A.
We consent to incorporation by reference in the registration statement (No.
333-8626) on Form S-8 of PetroFina S.A. of our report dated January 26, 1998,
except as to the fourth paragraph of note 1(a), which is as of February 17,
1998, relating to the consolidated balance sheets of Petrofina Delaware,
Incorporated and subsidiaries as of December 31, 1997, and 1996, and the related
consolidated statements of earnings, stockholder's equity, and cash flows for
each of the years in the three-year period ended December 31, 1997.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG Peat Marwick LLP
Dallas, Texas
July 10, 1998
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To the Board of Directors of PetroFina S.A.
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 to the registration statement on Form S-8 of PetroFina S.A. of our report
dated February 10, 1998, with respect to the balance sheets of Brittany
Insurance Company Ltd. as of December 31, 1997 and 1996, and the related
statements of income and cash flows for each of the years in the two year period
ended December 31, 1997, which report appears in the Annual Report on Form 20-F
of PetroFina S.A. for the year ended December 31, 1997.
/s/ KPMG PEAT MARWICK
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KPMG Peat Marwick
Hamilton, Bermuda
July 13, 1998
<PAGE> 1
To the Board of Directors of PetroFina S.A.
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 to the registration statement on Form S-8 of PetroFina S.A. of our report
dated February 28, 1997, with respect to the balance sheet of Brittany Insurance
Company Ltd. as of December 31, 1995, and the related statements of operations
and retained earnings and changes in financial position for the year then ended,
which report appears in the Annual Report on Form 20-F of PetroFina S.A. for the
year then ended December 31, 1997.
/s/ KPMG PEAT MARWICK
-----------------------
KPMG Peat Marwick
Hamilton, Bermuda
July 13, 1998
<PAGE> 1
To the Directors of Fina plc:
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 to the registration statement on Form S-8 of PetroFina S.A. of our report
dated April 14, 1997, with respect to the balance sheets of Fina plc as of
December 31, 1996 and 1995, and the related statements of profit and loss and
cash flows for each of the two years ended December 31, 1996 which report
appears in the Annual Report on Form 20-F of Petrofina S.A. for the year ended
31 December 1997.
Our report dated April 14, 1997, contains a qualification related to the Fina
plc basis of valuation of stock, which does not comply with Statement of
Standard Accounting Practice Number 9 (Revised) in that cost is ascertained, in
part, on a last in first out basis. The financial statements do not include any
adjustment for this deviation from generally accepted accounting principles in
the United Kingdom.
/s/ KPMG AUDIT PLC
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KPMG Audit Plc
Chartered Accountants
Registered Auditor
London, England
July 13, 1998
<PAGE> 1
[KPMG LETTERHEAD]
To the Board of Directors of PetroFina S.A.
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 to the registration statement on Form S-8 of PetroFina S.A. of our report
dated January 27, 1997, with respect to the financial statements of the Branch
of Fina Exploration Norway S.C.A. for the years ended December 31, 1995 and
1996, which report appears in the Annual Report on Form 20-F of PetroFina S.A.
for the year ended December 31, 1997.
Sandvika, Norway
KPMG as
July 13, 1998
/s/ JORGEN LORENTZEN-STYR
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Jorgen Lorentzen-Styr
