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As filed with the Securities and Exchange Commission on August 5,1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
PETROFINA
(Exact name of registrant as specified in its charter)
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52 RUE DE L'INDUSTRIE
KINGDOM OF BELGIUM B-1040 BRUSSELS, BELGIUM N/A
(State or other jurisdiction of (32-2) 288-9111 (I.R.S. employer
incorporation or organization) (Address of Principal Executive Offices) identification number)
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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
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Title of Securities to be Registered (1) Amount to be Proposed Maximum Proposed Maximum Amount of
Registered (3) Offering Price Per Share Aggregate Offering Price Registration Fee
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Ordinary Shares, without nominal value (2) 400,000 $392.54 (4) $157,016,646 $46,320
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan(s)
described herein. PetroFina is assuming Fina's obligations under the
Fina Capital Accumulation Plan (the "Plan").
(2) 4,000,000 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).
(3) This amount to be registered includes 127,086 Ordinary Shares which can
be issued upon the exercise of PetroFina Warrants held under the Plan.
(4) 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 August 4, 1998, which date is within 5 business days prior
to filing.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is filed to register
additional ordinary shares without nominal value ("Ordinary Shares") of
PetroFina to be offered pursuant to the Fina Capital Accumulation Plan (the
"Plan"), as well as Ordinary Shares which will be issued by PetroFina upon the
exercise of warrants to purchase ADSs representing Ordinary Shares. A
Registration Statement on Form S-8 (File No. 333-8626) was filed by PetroFina
on April 9, 1998, and amended by the Post-Effective Amendment No. 1 to Form
S-8 filed July 14, 1998, relating to the Plan. This Registration Statement on
Form S-8 incorporates by reference herein the contents of the earlier
Registration Statement on Form S-8, File No. 333-8626.
PetroFina is assuming responsibility for the Plan as a result of the
merger on August 5, 1998 pursuant to which Fina, Inc. became a wholly-owned
subsidiary of PetroFina and, as a result of which, Fina, Inc. filed a Form 15
terminating its reporting obligations under the Securities Exchange Act of 1934,
as amended. Therefore, the Plan is making this filing under Rule 416(c) to
register an indeterminate amount of interests which may be offered or sold
under the Plan.
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SIGNATURES
The Registrant. 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 5th day of August,
1998.
PetroFina
By: /s/ Michel-Marc Delcommune
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Name: Michel-Marc-Delcommune
Title: Executive Director, Corporate
Finance
By: /s/ Francois Vincke
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Name: Francois Vincke
Title: Secretary General
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signature" constitutes and appoints Francois
Vincke and Michel-Marc Delcommune as his true and lawful attorneys-in-fact each
acting alone, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities to sign the Registration
Statement on Form S-8 and any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.
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.
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SIGNATURE CAPACITY DATE
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/s/ Albert Frere Chairman August 5, 1998
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Albert Frere
/s/ Francois Cornelis Vice Chairman, Chief Executive Officer August 5, 1998
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Francois Cornelis
/s/ Etienne Davignon Vice Chairman August 5, 1998
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Etienne Davignon
/s/ Axel de Brocqueville Executive Director, Chemicals August 5, 1998
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Axel de Brocqueville
/s/ Michel-Marc Delcommune Executive Director, Corporate Finance August 5, 1998
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Michel-Marc Delcommune
/s/ Henrique Bandeira Vieira Executive Director, Marketing August 5, 1998
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Henrique Bandeira Vieira
Director
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Jean-Louis Beffa
/s/ Yves Boel Director August 5, 1998
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Yves Boel
Director _________, 1998
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Jacques Calvet
Director _________, 1998
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Guy Dejouany
Director _________, 1998
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Paul Desmarais, Sr.
Director _________, 1998
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Paul Desmarais, Jr.
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Director _________, 1998
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Paul Janssen
/s/ Jean-Pierre de Launoit Director August 5, 1998
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Jean-Pierre de Launoit
Director _________, 1998
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Gerard Mestrallet
_________, 1998
Director
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Brian Mulroney
/s/ Thierry de Rudder Director August 5, 1998
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Thierry de Rudder
/s/ Gilles Samyn Director August 5, 1998
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Gilles Samyn
Director _________, 1998
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Luc Wauters
/s/ Freddy Mean Principal Accounting Officer August 5, 1998
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Freddy Mean
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Dallas, state of Texas,
on August 5, 1998.
Fina Capital Accumulation Plan
By: /s/ CULLEN M. GODFREY
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Name: /s/ CULLEN M. GODFREY
Title: Member of the Plan Committee
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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3.1 Articles of Association of PetroFina (containing amendments
through June 11, 1997) (including unofficial English
translation)(1)
4.1 Fina Capital Accumulation Plan(2)
5.1 Opinion of Francois Vincke, General Counsel of PetroFina, as to the legality of
Ordinary Shares issued upon exercise of PetroFina Warrants
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
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(1) Incorporated by reference to PetroFina's Registration Statement on
Form 20-F as filed with the Commission on June 29, 1998 (File No. 1-14672).
(2) Incorporated by reference to Fina, Inc.'s Form 10-K as filed with the
Commission on March 12, 1998.
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23.9 Consent of KPMG, as independent public accountants for Fina Exploration
Norway SCA
23.10 Consent of Francois Vincke (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page to this Registration Statement)
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EXHIBIT 5.1
[PETROFINA LETTERHEAD]
Legal Department August 6, 1998
98/417-VE/ml
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington DC 20549
USA
Dear Sirs,
Re: PetroFina Registration Statement on Form S-8
As General Counsel of PetroFina S.A., a societe anonyme/naamloze vennootschap
organized under the laws of the Kingdom of Belgium (the "Company"), I am fully
aware of the Registration Statement on Form S-8 (the "Registration Statement")
filed with the Securities and Exchange Commission on or about August 6, 1998
under the Securities Act of 1933, as amended. The Registration Statement is
being filed in connection with the registration of ordinary shares, without
nominal value ("PetroFina Shares") which will be issued by the Company upon the
exercise of warrants ("PetroFina Warrants") to purchase American Depositary
Shares representing PetroFina Shares. For the purposes of this opinion, I have
examined and relied upon such documents, records, certificate and other
instruments as I have deemed necessary.
Based solely on the foregoing and upon our examination of such questions of law
and statutes as I have considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth herein, I am
of the opinion that when the PetroFina Shares shall have been issued upon
exercise of the PetroFina Warrants in accordance with the terms of the Warrant
Agreement dated August 5, 1998 between the Company and Citibank, N.A. as Warrant
Agent and the Registration Statement shall have become effective, the PetroFina
Shares will be legally issued, fully paid and non-assessable and will be a
legally binding obligation of the Company.
This opinion shall be limited to the laws of the Kingdom of Belgium.
I assume no obligation to advise you of any changes in the foregoing subsequent
to the delivery of this opinion. This opinion has been prepared solely for your
use in connection with the filing of the Registration Statement and should not
be quoted in whole or in part or otherwise be referred to, nor otherwise be
filed with or furnished to any governmental agency or other person or entity,
without my express prior written consent.
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I hereby consent to the filing of this opinion as an exhibit to Registration
Statement on Form S-8. The issuance of such a consent does not concede that I am
an expert for the purposes of the Securities Act of 1933.
Sincerely,
/s/ FRANCOIS VINCKE
Francois Vincke
Secretary General
2
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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.
August 6, 1998
THE STATUTORY AUDITOR
/s/ MICHEL C. VAES
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/s/ DELOITTE & TOUCHE
Reviseurs d'Enterprises s.c.c
Represented by Michel C. Vaes
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[KPMG REVISEURS D'ENTREPRISES LETTERHEAD]
TO THE BOARD OF DIRECTORS OF PETROFINA S.A.
We consent to the incorporation by reference in 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, and to the reference to our firm under the
heading "Experts" in the registration statement.
Antwerp, Belgium
August 7, 1998
Klynveld Peat Marwick Goerdeler Reviseurs d'Entreprises
Represented by
/s/ L. RUYSEN
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L. RUYSEN
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[KPMG REVISEURS D'ENTREPRISES LETTERHEAD]
TO THE BOARD OF DIRECTORS OF PETROFINA S.A.
We consent to the incorporation by reference in 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, and to the reference to our firm
under the heading "Experts" in the registration statement.
Antwerp, Belgium
August 7, 1998
Klynveld Peat Marwick Goerdeler Reviseurs d'Entreprises
Represented by
/S/ L. RUYSEN
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L. RUYSEN
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[KPMG ACCOUNTANTS LETTERHEAD]
TO THE BOARD OF DIRECTORS OF PETROFINA S.A.
We consent to the incorporation by reference in 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, and to the reference to our firm
under the heading "Experts" in the registration statement.
/s/ KPMG ACCOUNTANTS NV
The Hague, the Netherlands
August 7, 1998
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To The Board Of Directors Of Petrofina S.A.
We consent to incorporation by reference in the registration statement
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
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KPMG Peat Marwick LLP
Dallas, Texas
August 7, 1998
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To the Board of Directors of PetroFina S.A.
We consent to the incorporation by reference in 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.
/s/ KPMG PEAT MARWICK
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KPMG Peat Marwick
Hamilton, Bermuda
August 10, 1998
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To the Board of Directors of PetroFina S.A.
We consent to the incorporation by reference in 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.
/s/ KPMG PEAT MARWICK
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KPMG Peat Marwick
Hamilton, Bermuda
August 10, 1998
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To the Directors of Fina plc:
We consent to the incorporation by reference in 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
August 7, 1998
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[KPMG LETTERHEAD]
To the Board of Directors of PetroFina S.A.
We consent to the incorporation by reference in 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.
Oslo, Norway
KPMG as
August 7, 1998
/s/ ARVE GOVOLL
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ARVE GOVOLL
