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 December, 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
Secretariat General
December 21, 1998
To the Shareholders,
We wish to inform you that the EXTRAORDINARY GENERAL MEETING of shareholders
of the company will be held in Brussels, 52, rue de l'Industrie, on January 4,
1999 at 3 p.m. (Brussels time) with the following agenda:
Payment of a dividend. Board's proposal to distribute a gross dividend of 460
BEF per share.
The meeting room will be accessible from 2:15 p.m. onwards.
We would remind you that the registered shareholders who wish to attend the
general meeting and vote must inform the Board of Directors of their intention
to attend the meeting, at the latest on December 30, 1998.
Yours faithfully,
The Board of Directors
Attachment: Proxy
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PETROFINA S.A.
Secretariat General
Rue de l'Industrie 52
1040 Bruxelles
PROXY
I, the undersigned:
Name:
Address:
Town:
Country:
being the beneficial owner of
a)___________________________ registered share(s) and/or
b)___________________________ bearer share(s) in the societe anonyme PetroFina,
hereby appoint as my proxy with full power of substitution to represent me at
the EXTRAORDINARY GENERAL MEETING to be held at 52, rue de l'Industrie,
Brussels, on 4 January 1999 at 3 p.m. (Brussels time), and at any adjournment of
such meeting:
M___________________________________________________, shareholder of PetroFina,
with full powers to vote on my behalf, to take part in all deliberations, to
approve and to sign all documents, to modify the agenda, to determine the
address for notifications and generally to do all that (in the opinion of the
proxy) is necessary, and I hereby ratify and confirm all that said proxy shall
lawfully do by virtue thereof, such powers to be exercised in respect of the
following agenda:
Payment of a dividend. Board's proposal to distribute a gross dividend of 460
BEF per share.
(date) (Signature)
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December 8, 1998
PRESS RELEASE
The Board of Directors of PetroFina, meeting on 8 december 1998, analyzed the
proposed merger between the company and TOTAL which was announced on 1 December.
Having considered the strategic and operational elements of the transaction, the
Board unanimously approved it in principle. Pursuant to the law, the Board will
issue a formal statement on the Share Exchange Offer, when it will have received
the proposed prospectus following the General Meeting of TOTAL, and when the
pre-conditions in respect of competition policy will have been met.
The Board of PetroFina has appointed JP Morgan and Paribas as financial advisers
to assist it in delivering a fairness opinion on the proposed offer.
The Board has called an Extraordinary General Meeting for 4 January 1999 to
consider as the only point on the agenda a Board proposal to distribute a gross
dividend of BEF 460 share, payable as from January 13, 1999.
* * *
This communique is also available in French.
This communique is also available in Flemish.
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FINA
Press Release
December 1, 1998
TOTAL's Board of Directors and the Boards of ELECTRAFINA, COMPAGNIE NATIONALE A
PORTEFEUELLE (FIBELPAR), TRACTEBEL and ELECTRABEL, shareholders of PETROFINA,
approved on Monday, November 30, the conditions of an operation to bring TOTAL
and PETROFINA together in the view to create TOTAL FINA, an oil company that
will rank as the 6th largest in the world and the 3rd largest in Europe.
To this end, these four shareholders of PETROFINA as well as FORTIS (AG 1824)
sign with TOTAL an agreement to contribute to TOTAL the 9,614,190 shares of
PETROFINA that they hold, or approximately 41 percent of the capital.
The contributed shares will be remunerated by new shares of TOTAL, effective
January 1, 1998, at a ratio of 9 TOTAL shares for 2 PETROFINA shares. On the
basis of the TOTAL Paris closing share price at the date of November 27, 1998,
this exchange ratio values the PETROFINA share (excluding dividend) at BEF19,482
*. The contributed PETROFINA shares will be effective January 1, 1998 to the
benefit of TOTAL, excluding a gross dividend of 460 BEF per share to be paid to
all PETROFINA shareholders beginning year 1999 and prior to the operation.
On November 30, TOTAL's Board of Directors called a Combined General Meeting of
Shareholders for January 14, 1999, in order to approve the contribution
agreement, subject to the approval of the European and American trade
authorities. After completing the contribution, TOTAL will file with the Belgian
banking and financial Committee a notice and a document for a Public Exchange
Offer allowing all PETROFINA shareholders to exchange their PETROFINA shares for
TOTAL shares, using the same exchange ratio.
The Group TOTAL FINA resulting from the Public Exchange Offer will be listed on
the stock exchanges of Paris, Brussels, London and New York after consultation
with appropriate parties.
The Board of Directors of TOTAL FINA would be expanded to include four new
Directors in order to reflect the composition of the new shareholder base.
Next to Thierry Desmarest, Chairman of the Board, Albert Frere and Jean Syrota
(currently member of the Board) will be named Vice-Chairmen to the board.
Francois Cornelis, CEO of PETROFINA, will become Vice-Chairman of TOTAL FINA's
Executive Committee, over which Thierry Desmarest will preside.
BEF 19,482 = (FRF 704 x 4.5)/0.162608
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Based on the latest published data, the new Group would have the following
characteristics:
Key Figures TOTAL FINA
Oil and Gas Production (1H98) 1.10 Million boe/d
Oil and Gas Reserves (31/12/97) 5.71 Billion boe
Refining Capacity (31/12/97) 1.61 Million b/d
Refined Product Sales (1H98) 2.18 Million b/d
Petrochemical Sales (1997) 2.96 Billion Dollars
Specialty Chemical Sales (1997) 5.76 Billion Dollars
Employees-- consolidated subsidiaries only 69,100
(1997)
Pro forma 1997
Sales 52.96 Billion Dollars
Operating Income 3.54 Billion Dollars
Net Income 1.92 Billion Dollars
Cash Flow 4.46 Billion Dollars
Market Capitalization at 27/11/98 TOTAL 29.5 Billion Dollars
FINA 9.3 Billion Dollars
Based on 1 Dollar to 5.84 FRF and 35.915 BEF
The new Group will rank 6th in the world and 3rd in Europe among oil companies.
In Exploration-Production, TOTAL FINA will have a portfolio of high-quality
assets, providing a good balance between OECD countries and emerging countries.
The combination of TOTAL and PETROFINA will allow the new entity to capture
substantial productivity gains, particularly in the North Sea, and to expand its
positions in the deep offshore (United States, Angola).
In Refining-Marketing, TOTAL FINA will hold solid positions in the Benelux,
France, United Kingdom, Germany, Spain and Italy. Joint management of the
refineries and the marketing networks will yield substantial productivity gains.
In northwest Europe, combining TOTAL's refineries with the refining and
petrochemical operations at Antwerp and Feluy will allow the combined entity to
more efficiently meet the constraints imposed by the new European fuel product
specifications. The headquarters for Refining-Marketing and for Petrochemical
will be located in Brussels.
The creation of the new entity should lead to an increase in operating income of
approximately 2 billions French francs on a recurring basis within three years.
The transaction would be non-dilutive from 2000 (the first full year of the new
Group) forward and should contribute to an increase in earnings per share close
to 10 percent within three years.
CALENDAR OF EVENTS
November 30,1998 Board of Directors meetings for TOTAL, and for
ELECTRAFINA, CNP, TRACTEBEL, ELECTRABEL. These
four shareholders of PETROFINA together with
FORTIS hold approximately 41% of PETROFINA
Submission of the transaction to regulatory and other parties.
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TOTAL Combined General Meeting, approval
January 14,1999* of the contribution
Effective launch date for the Public Exchange Offer
Completion of the Transaction Second Quarter 1999
* January 21 in case of a second call
KEY FIGURES TOTAL AND PETROFINA (BEF)
Key Figures TOTAL FINA
Oil and Gas Production (mboe/d) 840 256
IH98
Oil and Gas Reserves (Mboe) 4,833 872
31/12/97
Refining Capacity (mb/d) 867 745
31/12/97
Refined Product Sales (mb/d) 1,403 * 780
IH98
Petrochemical Sales (MBEF) 12,915 93,247
1997
Specialty Chemical Sales 175,497 31,452
(MBEF) 1997
Employees-- consolidated 54,400 14,700
subsidiaries only (1997)
1997 Results (MBEF)
Sales 1,175,135 727,031
Operating Income 80,390 46,833
Net Income 46,806 22,060
Cash Flow 103,003 57,142
Stock price as at 27/11/98 (BEF) 14,250
Outstanding shares 23,459,772
Fully diluted number of shares 23,971,027
Market Capitalization (BBEF 1,058 334
at 27/11/98)
1F=6,1498 BEF
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KEY FIGURES TOTAL AND PETROFINA (FRF)
Key Figures TOTAL FINA
Oil and Gas Production (mboe/d) 1H98 840 256
Oil and Gas Reserves (Mboe) 31/12/97 4,833 872
Refining Capacity (mb/d) 31/12/97 867 745
Refined Product Sales (mb/d) 1H98 1,403* 780
Petrochemical Sales (MF) 1997 2,100 15,163
Speciality Chemical Sales (MF) 1997 28,537 5,114
Employees-- consolidated subsidiaries only (1997) 54,400 14,700
1997 Results (MF)
Sales 191,085 118,220
Operating Income 13,072 7,615
Net Income 7,611 3,587
Cash Flow 16,749 9,292
Stock price as at 27/11/98 (F) 704
Outstanding shares 244,666,107
Fully diluted number of shares 247,366,408
Market Capitalization (BF at 27/11/98) 172 54
1 F=6,1498 BEF
*Trading included
Abbreviations
b/d: barrels per day; boe: barrel oil MBEF: million Belgian francs
equivalent
boe/d: barrel oil equivalent per day; BBEF: billion Belgian francs
mboe: thousand barrel oil equivalent MF: million French francs
Mbep: million barrel oil equivalent BF: billion French francs
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: December 24, 1998 By: /s/ Francois Vincke
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Name: Francois Vincke
Title: Secretary General
