SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
for the month of August, 1998
PETROFINA
(Translation of registrant's name into English)
52 Rue de l'Industrie
B-1040 Brussels
Belgium
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40F.
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities and Exchange Act of
1934.
Yes No X
If "yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b); 82-
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PETROFINA
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PetroFina S.A. August 11, 1998
Public Relations & Communication
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PRESS RELEASE
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PetroFina: half year results
Highlights:
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stable recurring profit
10% growth in cash flow
11% increase in oil production
record throughput by refineries
6% growth in sales in the Fina network
10% improvement in operating profit of Chemical division
operations now on a worldwide basis following the buyout of
minority interests in Fina Inc.
strategic enlargement of Sigma group
- -----------------
PetroFina's consolidated recurring profit for the first six months of 1998
amounted to BEF 10.96 billion, comparable with BEF 11.04 billion (*) for the
first half of 1997.
PetroFina's consolidated unaudited profit for the first half of 1998 amounted to
BEF 9.71 billion compared to BEF 10.95 billion (*) for the first half of 1997.
The results of the first half of 1998 include capital gains of BEF 2.7 billion,
arising mainly from the sale of upstream assets in the US and downstream assets
in Africa, a write-down of BEF 4.3 billion in the value of stock following a
decline in the oil price as well as other non-recurring results of BEF 0.2
billion.
Half year cash flow rose 10% from BEF 28.1 billion (*) in the first half of 1997
to BEF 31 billion. Financial debt at the end of June 1998 was BEF 92.7 billion
compared to BEF 95.3 billion a year earlier.
Operating revenues of BEF 352.9 billion were 4% higher than in the first half of
1997.
During the period, the performance of the downstream sector was sustained by
higher refining margins in Europe, appreciation of the dollar, excellent
operations and growth in sales through the Fina network. However, it was subject
to the negative factor of realised inventory losses of BEF 1.7 billion.
In the upstream sector, the negative impact on the results of a 43% fall in the
oil price was partially offset by higher production of oil and gas, and the
strength of the US gas price.
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(*) restated in accordance with US Gaap
<PAGE>
In the chemicals sector, the buoyancy of monomers in Europe and the recovery in
styrenics in the US, compared to a difficult first half in 1997, led to a 10%
increase in the recurring profit of the sector in a particularly competitive
market.
In July, PetroFina announced the strategic enlargement of its subsidiary Sigma
with the merger of its paint operations with those of the Lafarge group.
PetroFina will retain about 80% of Sigma while the Lafarge group will acquire
around 20%.
The enlarged Sigma group will be one of the three leaders in the decorative
paint sector in Europe due to the complementary geographic operations and
substantial potential synergies. The agreement should be finalised before the
end of 1998.
The merger of PetroFina and its American subsidiary Fina, Inc., became effective
on 5 August. This simplifies the Group structure, enabling transatlantic growth
to be achieved and the establishment of worldwide production lines.
UPSTREAM
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In the first half of 1998, Group production of oil and condensates reached 28.9
million barrels and gas production was 106.5 billion cubic feet, compared to an
oil production of 26.1 million barrels and gas production of 106.2 billion cubic
feet in the first half of 1997.
In Vietnam, a seventh discovery was made in block 46 in the Gulf of Thailand.
The Vietnamese and Malaysian authorities agreed to unitise the Bunga Kekwa field
which will enable PetroFina to acquire an interest in this field and participate
in its production. This, together with the disposal of a 30% interest in the
Group's Vietnamese permits to a Thai partner, brings together the development
and commercial plans currently being studied.
In Angola, in deep offshore waters, a new discovery called Rosa, was made in
block 17, where PetroFina holds 5%. Within the same block, the development of
the Girassol field was approved by the Angolan authorities. Also, during this
period, the Group was nominated as operator of block 19, with an interest of
30%. This is also in deep offshore waters.
During the half year, the Group participated in two major onshore discoveries of
gas in the US, one in the South of Texas and one in Mississippi, and in a gas
discovery in Alberta, Canada.
In Italy, exploration work in the Tempa d'Emma field confirmed the northern
extension of the Tempa Rossa field.
DOWNSTREAM
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As a result of continuous steps to optimise and improve, the Group refineries
processed 690,110 barrels per day, a 4% improvement over the first half of 1997.
In marketing, development and modernising efforts enabled sales of petrol in
Europe through the Fina network to increase by over 6% compared to the first
half of 1997.
Seeking to concentrate its operations in southern Africa in Angola and in the
Democratic Republic of Congo with a primary focus on upstream activities, the
Group sold all of its downstream operations in Gabon, Rwanda and Burundi
together with 49% of its marketing and distribution operations in the Congo.
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CHEMICALS
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In May, the Boards of Directors of PetroFina and BASF approved the construction
of the largest steam cracker in the world at Fina's refinery at Port Arthur,
This unit, which will produce ethylene and propylene, is a further step in the
industrial integration of the Group, and will be operational from the end of the
year 2000.
The elimination of a bottleneck during the first half of the year enabled a
capacity increase of 50,000 tons per year in the production of ethylene in the
olefine plant at Antwerp. Similar action will be taken in the high density
polyethylene plant at Antwerp during the third quarter.
PAINTS
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The Sigma group has benefited from its strategic and commercial repositioning
and its results have continued to recover, with growth of close to 30% compared
to the same period in 1997. All sectors contributed to this improvement. The UK
decorative paints operations were sold last March.
The acquisition of Lafarge's paint operations will enable Sigma to extend its
product range with new brand names in Italy, France, Spain and Benelux. The
product range will include the following, among others: Sigma, Histor, Novemail,
Gauthier, Elaq, Tollens, Plasdox, Stic B, Max Meyer, Duco, Corti and Texsa.
<TABLE>
<CAPTION>
Half year financial highlights (in BEF)
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A. Recurrent income per segment(*)
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(million BEF)
<S> <C> <C> <C> <C> <C> <C>
North America Europe and Consolidated
rest of the world
1997 1998 1997 1998 1997 1998
---- ---- ---- ---- ---- ----
Upstream 1,124 586 11,788 8,894 12,912 9,480
Downstream 1,111 1,278 4,289 4,316 5,400 5,594
Chemicals 2,630 2,774 3,157 3,601 5,787 6,375
Paints 817 1,053 817 1,053
Other activities (395) (494) (430) (224) (825) (718)
----- ----- ------ ------ ------ ------
Operating income 4,470 4,144 19,621 17,640 24,091 21,784
Net financial charges (2,384) (2,010)
Taxes (10,290) (8,485)
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Recurrent consolidated net income 11,417 11,289
Group net income (recurrent) 11,043 10,957
Non recurrent charges and revenues (67) (1,351)
Consolidated results 11,350 9,938
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Group consolidated results 10,950 9,706
Minority interest 400 232
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(*) 1997 figures were restated following US Gaap.
<PAGE>
B. Non recurrent elements
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(million BEF)
Capital gains on assets sold
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Upstream 284 1,097 604 284 1,701
Downstream 69 965 0 1,034
Non cash LIFO inventory write down
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Downstream (531) (2,013) 0 (2,544)
Chemicals (1,738) 0 (1,738)
Other non recurrent charges (251) (251) (251) (251)
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Tax on non recurrent items (100) 386 61 (100) 447
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Total non recurrent elements 184 (717) (251) (634) (67) (1,351)
C. Cash flow 28,130 31,039
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(million BEF)
D. Data per share (BEF per share)
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Net earnings 470 414
Cash flow 1,208 1,325
Average number of shares outstanding 23,280,791 23,420,432
E. Operating revenues
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(million BEF)
Upstream 36,115 46,854
Downstream 269,334 271,338
Chemicals 44,766 40,537
Paints 14,957 16,245
Other activities 55 274
Inter-segment sales (24,864) (22,372)
Operating revenue 340,363 352,876
F. Operating data
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(million BEF)
Dollar average rate (BEF/USD) 34.77 37.29
Financial debt (billion BEF) 95.30 92.70
Capital expenditure (billion BEF) 16.50 18.70
Brent price (USD/barrel) 19.58 13.65
US gas price (USD/per thousand
cubic feet) 2.73 2.15
Crude oil production (million barrels) 26.10 28.90
Natural gas production (billion cubic feet) 106.20 106.50
Crude processed in refineries (thousand tons) 16,495 16,858
European refinery margin (USD/barrel) 2.40 2.70
Sales of petroleum products (thousand tons) 18,498 19,423
Polymer production (tons) 1,071,708 1,108,415
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(*) 1997 figures were restated following US Gaap.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Half year financial highlights in USD
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A. Recurrent operating income (*)
per segment (million USD)
- -----------
<S> <C> <C> <C> <C> <C> <C>
North America Europe and Consolidated
rest of the world
1997 1998 1997 1998 1997 1998
---- ---- ---- ---- ---- ----
Upstream 32.3 15.7 339.0 238.5 371.3 254.2
Downstream 32.0 34.3 123.4 115.7 155.4 150.0
Chemicals 75.6 74.4 90.8 96.6 166.4 171.0
Paints 0.0 0.0 23.5 28.2 23.5 28.2
Other activities (11.4) (13.2) (12.4) (6.0) (23.8) (19.2)
Operating income 128.5 111.2 564.3 473.0 692.8 584.2
Net financial charges (68.6) (53.9)
Taxes (295.9) (227.5)
Recurrent consolidated net income 328.3 302.8
Group net income (recurrent) 317.6 293.8
Non recurrent charges and revenues (1.9) (36.2)
Consolidated results 326.4 266.6
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Group consolidated results 314.9 260.4
Minority interest 11.5 6.2
B. Non recurrent elements
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(million USD)
Capital gains on assets sold
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Upstream 8.2 29.4 16.2 8.2 45.6
Downstream 1.9 25.9 0.0 27.8
Non cash LIFO inventory write down
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Downstream (14.2) (54.0) 0.0 (68.2)
Chemicals (46.6) 0.0 (46.6)
Other non recurrent charges (7.2) (6.7) (7.2) (6.7)
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Tax on non recurrent items (2.9) 10.4 0.0 1.6 (2.9) 12.0
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Total non recurrent elements 5.3 (19.1) (7.2) (17.0) (1.9) (36.1)
<PAGE>
C. Cash flow 809.0 832.4
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(million USD)
D. Data per share (USD per share)
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Net earnings 13.5 11.1
Cash flow 34.8 35.5
Average number of shares outstanding 23,280,791 23,420,432
E. Operating revenues
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(million USD)
Upstream 1,038.7 1,256.5
Downstream 7,746.2 7,276.4
Chemicals 1,287.5 1,087.1
Paints 430.2 435.6
Other activities 1.6 7.3
Inter-segment sales (715.1) (599.9)
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Operating revenue 9,789.1 9,463.0
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(*) 1997 figures were restated following US Gaap.
<PAGE>
F. Operating data
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Dollar average rate (BEF/USD) 34.77 37.29
Financial debt (billion USD) 2.74 2.49
Capital expenditure (billion USD) 0.47 0.50
Brent price (USD/barrel) 19.58 13.65
US gas price (USD per thousand cubic feet) 2.73 2.15
Crude oil production (million barrels) 26.10 28.90
Natural gas production (billion cubic feet) 106.20 106.50
Crude processed in refineries (thousand tons) 16,495 16,858
European refinery margin (USD/barrel) 2.40 2.70
Sales of petroleum products (thousand tons) 18,498 19,423
Polymers production (tons) 1,071,708 1,108,415
* * *
This communique is also available in French.
This communique is also available in Flemish.
</TABLE>
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PETROFINA
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PetroFina S.A. 5th August 1998
Public Relations & Communication
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PRESS RELEASE
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PetroFina-Fina, Inc. merger opens up new prospects for the Group
A Special Meeting of the Shareholders of Fina, Inc. was held in Dallas on
Wednesday August 5, 1998 where the final merger agreement under the terms of
which Fina, Inc. now becomes a wholly-owned subsidiary of PetroFina, was
approved.
The merger provides the PetroFina Group new opportunities to further develop its
global activities, streamline its structures, and concentrate on growth
prospects.
Fina, Inc. shares will not trade on the American Stock Exchange (AMEX) after
today. The Bearer Depositary Receipts (BDRs) of Fina, Inc. will also be delisted
from the Brussels Stock Exchange effective August 6, 1998.
The registered shareholders of Fina, Inc., other than PetroFina and its
subsidiaries, will receive written instructions within the next few days from
Citibank, N.A. describing the practical procedures for the conversion of each
Fina, Inc. share into a right to receive USD 60 and a warrant entitling them to
receive nine-tenths of an American Depositary Share (ADS) at an exercise price
of USD 42.25 per ADS. One ADS represents one tenth of a PetroFina ordinary
share.
Holders of BDRs of Fina, Inc., with effect from August 6, should contact
following banks: GB - BBL - BIL - Banque Generale du Luxembourg to arrange for
the conversion of their BDRs. Upon presentation of one BDR, they will receive
the sum of USD 60 and a warrant allowing them to receive nine tenths of an ADS
at an exercise price of USD 42.25 per ADS. The warrant will be allocated to them
in the form of an account registration.
The warrants may be exercised between August 6, 1998 and August 5, 2003. They
have been accepted for listing on The New York Stock Exchange (NYSE:FIN ws),
where they may be traded throughout the exercise period.
The proxy statement prospectus (F-4) relating to the merger is available on
request from the aforementioned banks.
PetroFina S.A. (NYSE:FIN) is an integrated oil and petrochemical group, with
headquarters in Brussels, Belgium. In 1997, its sales and other operating
revenues rose to BEF 727 billion (USD 20.3 billion) while those of Fina, Inc.
Dallas, Texas, reached USD 4.4 billion (BEF 157 billion).
* * *
This communique is also available in French.
This communique is also available in Flemish.
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PETROFINA
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PetroFina S.A. July 28,1998
Public Relations & Communication
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CF/JHR
C 0 M M U N I Q U E
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PetroFina concentrates its presence in southern Africa in two countries
In line with its aim to concentrate its presence in southern Africa in two
countries, Angola and the Democratic Republic of Congo, countries where it
wishes to improve its operational efficiency, PetroFina has sold its interests
in downstream petroleum companies in Gabon, Burundi and Rwanda. At the same
time, the Group has concluded an agreement with a South African partner with the
aim of optimising its petroleum distribution activities in the Congo.
In Gabon, PetroFina has sold to Total the minority interest which the Group held
in refining and distribution companies. This operation concerns the Group's
minority shareholding in the distribution company Total Fina Gabon and in SOGARA
and SGEPP, companies active in refining and storage of petroleum products,
respectively.
In Burundi and Rwanda, the South African company Engen has acquired the shares
held by PetroFina in three companies involved in the distribution and storage of
petroleum products, namely Fina BP Burundi, SEP Burundi and BP Fina Rwanda. The
petroleum group BP, PetroFina's partner in these three companies, has also sold
its interests to Engen.
In the Congo, PetroFina has concluded a partnership agreement with Engen. Engen
has purchased 49% of Aristea, a wholly-owned subsidiary of PetroFina, which
holds all PetroFina's downstream interests in the Congo. The companies concerned
by this operation are the distribution company Fina Congo, the logistics company
SEP Congo, TFC an inland waterways transport company, SOCOTOLE a drums
manufacturing company and SOFIMMO, a company providing logistic support. This
agreement does not concern the Group's activities in the upstream sector which
continue to be run by its wholly-owned subsidiary Fina Rep.
The expansion of Engen in southern Africa and PetroFina's petroleum exploration
and production projects in the coastal areas of the Congo illustrate the
willingness of the Group and its partners to contribute to the development of
this country in the best possible way.
This communique is also available in French.
This communique is also available in Flemish.
<PAGE>
PETROFINA
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PetroFina S.A. July 3, 1998
Public Relations & Communication
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CF/JHR
C 0 M M U N I Q U E
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PetroFina and Lafarge join forces in the paints business
PetroFina and Lafarge have decided to join forces and to pool certain of their
paint activities. This operation involves the entire Sigma Coatings group, a
100% affiliate of PetroFina, and the "Peintures Batiment" division of Lafarge.
The current negotiations should lead to the signature of a final agreement by
end 1998. The alliance would involve Lafarge taking an equity share in Sigma
Coatings. Sigma Coatings, with an annual turnover in excess of 31 billion BEF in
1997, is active in the Decorative paint and Industrial coatings markets in
Western Europe and enjoys a global position in Marine and Protective Coatings.
The Decorative paint activities of Lafarge, with an annual turnover of over 8
billion BEF in 1997, are concentrated in France, Italy, Spain and Benelux. With
geographically complementary activities and an important potential for
synergies, the new group would be placed within the top three of the Decorative
paints market in Western Europe, and more specifically within the top two in
France and the Benelux. The combined turnover of the new group will be in excess
of 1 billion USD, and it would be publicly listed at a later stage.
* * *
This communique is also available in French.
This communique is also available in Flemish.
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PETROFINA
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PetroFina S.A. June 18, 1998
Public Relations & Communication
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CF/mt
C 0 M M U N I Q U E
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PetroFina's Seventh Discovery in Vietnam
Fina Exploration Minh Hai, as operator of a joint venture, announced today its
seventh discovery in the Vietnamese section of the Gulf of Thailand.
Well 46-KM-1X, located in Block 46, encountered multiple gas bearing zones and
yielded a cumulative flow rate of 36 million cubic feet of gas per day from two
tested intervals. The rig will now move to well 46-TL-1X also in Block 46.
Fina Exploration Minh Hai, a subsidiary of PetroFina S.A. (NYSE:FIN) has a 70%
interest in the acreage. PTTEP International, a Thai company, has the remaining
30% interest.
As soon as the development period commences under the Production Sharing
Contract, the Vietnamese State Company has the option to acquire a participating
interest of up to 15%.
* * *
This communique is also available in French.
This communique is also available in Flemish.
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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, thereunto duly authorized.
PETROFINA
Date: August 11, 1998 By: /s/ Francois Vincke
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Name: Francois Vincke
Title: Secretary General
