<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1998
REGISTRATION NO. 333-49315
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM F-3
TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PETROFINA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
(TRANSLATION OF REGISTRANT'S NAME IN ENGLISH)
KINGDOM OF BELGIUM
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
1311
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
NONE
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
------------------------
52 RUE DE L'INDUSTRIE
B-1040 BRUSSELS, BELGIUM
(32-2) 288 91 11
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, DC 20037
(202)663-6000
ATTENTION: RICHARD W. CASS
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Post-Effective amendment to the
Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE NOT FORMING PART OF PROSPECTUS
This Post-Effective Amendment No. 1 relates to an aggregate of 400,680
ordinary shares, without nominal value ("Ordinary Shares"), that are issuable
upon exercise of 4,452,000 warrants ("Warrants") registered in connection with
the acquisition of Fina, Inc., which occurred on August 5, 1998. Each Warrant
may be exercised to purchase nine-tenths (0.9) of one American Depositary Share
(an "ADS"), each ADS representing one-tenth (0.1) of one Ordinary Share. The
Warrants and Ordinary Shares were registered on a Registration Statement on Form
F-4 (File No. 333-49315), which was declared effective by the Securities and
Exchange Commission on July 15, 1998. The purpose of this Post-Effective
Amendment is to update the information set forth in the prospectus in such
Registration Statement. The ADSs have been registered on a separate registration
statement on Form F-6 (File No. 333-34102).
<PAGE> 3
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 25, 1999
Up To 4,006,800 American Depositary Shares
Representing 400,680 Ordinary Voting Shares of
PETROFINA
-------------------------
PetroFina is an international integrated oil and gas company with its
headquarters in Brussels, Belgium. PetroFina is offering 4,006,800 American
Depositary Shares ("ADSs") that will be issued upon exercise of warrants
PetroFina issued when it acquired shares in its U.S. subsidiary Fina, Inc. The
basic terms of the warrants covered by this Prospectus are:
<TABLE>
<S> <C>
Number of Warrants: 4,452,000
Securities Issuable Upon Exercise of 0.9 of one American Depositary Share,
Each Warrant: each whole ADS representing 0.1 of an
ordinary share of PetroFina
Exercise Price Per ADS: $42.25
Proceeds to PetroFina: Up to $169,287,300
Exercise Period: Any time prior to 5:00 p.m. New York
City time on August 5, 2003
</TABLE>
The ADSs are listed on the New York Stock Exchange under the symbol "FIN,"
and the warrants are listed on the New York Stock Exchange under the symbol "FIN
WS."
PetroFina's principal executive offices are located at 52 rue de
l'Industrie, B-1040, Brussels, Belgium. The telephone number is
011-322-288-9111.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is March , 1999.
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE POST-EFFECTIVE AMENDMENT TO THIS
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
WHERE YOU CAN FIND MORE
INFORMATION....................... 1
ENFORCEABILITY OF CIVIL LIABILITIES
UNDER U.S. FEDERAL SECURITIES
LAWS.............................. 2
THE COMPANY......................... 3
FACTORS AFFECTING FORWARD-LOOKING
STATEMENTS........................ 3
THE WARRANTS........................ 4
Exercise of Warrants.............. 4
Transfer, Exchange, Split-up or
Combination of Warrants........ 4
Adjustments to Exercise Price,
Number of ADSs or Warrants..... 5
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Adjustment Events.............. 5
Mechanism for Adjustment....... 5
Minimum Adjustment............. 5
Notice of Adjustment........... 5
No Fractional Warrants or ADSs.... 5
Availability of ADSs, Shares and
Cash........................... 6
Registration and Listing.......... 6
Payment of Taxes.................. 6
Required Notices.................. 6
Amendments to the Warrant
Agreement...................... 6
USE OF PROCEEDS..................... 6
LEGAL MATTERS....................... 6
EXPERTS............................. 7
</TABLE>
-------------------------
<PAGE> 5
WHERE YOU CAN FIND MORE INFORMATION
PetroFina files annual and other information with the SEC. PetroFina's SEC
filings are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document PetroFina files at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. You may also read PetroFina's SEC filings and
other information about PetroFina at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
This Prospectus is part of a registration statement that PetroFina filed
with the SEC. As permitted by SEC rules, the Prospectus does not include all the
information included in the registration statement. You should review the
registration statement which is available as indicated in the preceding
paragraph.
The SEC allows PetroFina to incorporate by reference the information it
files with the SEC, which means that PetroFina can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this Prospectus, and
information that PetroFina later files with the SEC will automatically update
and supersede this information. PetroFina incorporates by reference the
documents listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all of
the warrants are exercised or expire. All information appearing in this
Prospectus is qualified by the information and consolidated financial statements
included in the following documents incorporated by reference:
- Annual Report on Form 20-F for the fiscal year ended December 31, 1998
filed on March 24, 1997; and
- The description of PetroFina Shares and PetroFina ADSs and the
description of tax consequences relating to PetroFina ADSs in its
Registration Statement on Form 20-F (File No. 1-14672) filed on August
25, 1997.
You may request a copy of these filings at no cost by writing or
telephoning PetroFina at the following address:
Shareholder Services
PetroFina
52 rue de l'Industrie
B-1040 Brussels Belgium
011-322-28-9111
You should rely only on the information incorporated by reference or
provided in this Prospectus or any prospectus supplement. PetroFina has not
authorized anyone else to provide you with different information. PetroFina is
not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this Prospectus is
accurate as of any date other than the date on the front of this document.
1
<PAGE> 6
ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. FEDERAL SECURITIES LAWS
PetroFina is a Belgian corporation (societe anonyme/naamloze vennootschap).
Most of its officers and directors and some of its counsel and accountants named
in this Prospectus are not subject to the jurisdiction of the United States
because they are neither citizens nor residents of the United States.
Substantially all of the assets of these persons and a substantial portion of
the assets of PetroFina and its subsidiaries are located outside the United
States. As a result, it may not be possible for you to bring a lawsuit in the
United States against these persons.
If you were able to bring a lawsuit in the United States against these
persons, it might not be possible for you enforce any judgments you were able to
obtain. PetroFina's Belgian counsel, Liedekerke, Wolters, Waelbroeck &
Kirkpatrick, has advised PetroFina that Belgian courts will not automatically
enforce judgments of U.S. federal or state courts that are based on U.S. federal
securities laws against PetroFina, its non-U.S. subsidiaries, controlling
persons, directors, officers or experts named in this prospectus. Under Belgian
law, actions for enforcement of judgments of courts of the United States will be
successful only if the Belgian court confirms the substantive correctness of the
U.S. court's judgment and is satisfied that the judgement (a) is not contrary to
Belgian public policy or law, (b) did not violate the rights of the defendant
and (c) is not subject to further appeal under U.S. law. The Belgian court must
also be satisfied as to the authenticity of the text of the U.S. court's
judgment.
2
<PAGE> 7
THE COMPANY
PetroFina is an international integrated oil and gas company active in all
sectors of the petroleum industry: exploration and production, refining,
marketing of refined petroleum products, petrochemicals and paints.
Headquartered in Brussels, Belgium, PetroFina has a global presence and employs
approximately 14,500 people. Founded in 1920, PetroFina is the twelfth largest
publicly traded integrated oil and gas company in the world (based on market
capitalization).
For a detailed description of our business and information about our
management, see our Annual Report which is incorporated into this Prospectus by
reference. The following information supplements or supersedes, as may be
appropriate, the information contained in our Annual Report.
We indicated in our Annual Report that TOTAL has announced a two-step
exchange offer for all outstanding shares of PetroFina. In its registration
statement on Form F-4 filed March 24, 1999, TOTAL has indicated that it intends
to exchange outstanding warrants for similar TOTAL warrants and ADSs for TOTAL
ADSs.
FACTORS AFFECTING FORWARD-LOOKING STATEMENTS
In addition to the other information contained in this Prospectus and the
documents we have incorporated by reference, you should consider the following
carefully in evaluating whether to exercise your warrants and purchase ADSs.
This Prospectus and the information we have incorporated by reference
contain certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. PetroFina's business is subject to risks and
uncertainties beyond PetroFina's control. All written and oral forward-looking
statements attributable to PetroFina and persons acting on its behalf are
qualified in their entirety by the cautionary statements contained in this
section and elsewhere in this Prospectus and any documents incorporated by
reference. Actual events or results may differ materially from those discussed
in forward-looking statements as a result of various factors, including:
- strong competition from other oil and gas companies, as well as companies
in other sectors of the energy industry;
- the effect of extensive regulation of our Upstream business (exploration,
development and production of crude oil and natural gas), including
regulation of the following areas:
- the award of exploration and production interests and licenses and
the imposition of specific drilling obligations;
- price controls and restrictions on pricing of intracompany
transactions;
- development, production rate and abandonment of gas and oil fields;
- restrictions on ownership, affiliations or operations in certain
countries;
- export limits on reserves recovery and related operations;
- contract renewals and possible cancellation of contract rights;
- changes in the terms of or enforcement practices under environmental laws
and regulations of the European Union, Belgium, the United States and
other countries, which affect all of PetroFina's business segments and
which may result in significant civil, criminal and tort liabilities;
- political or economic instability in countries in which some of
PetroFina's reserves are located;
- fluctuations in the price of oil and related products because of changes
in worldwide supply and demand, which are driven by many factors,
including general economic conditions, political developments and the
outcome of meetings at the Organization of Petroleum Exporting Countries;
3
<PAGE> 8
- fluctuations in foreign currency exchange rates; and
- disruptions in our operations if our information systems, or the
information systems of others we deal with, do not function adequately in
the Year 2000.
Forward-looking statements include information in the Prospectus where
statements are preceded by, followed by or include the words "projects,"
"estimates," "believes," "expects," "assumes," "anticipates" or similar
expressions. For such statements, PetroFina claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
THE WARRANTS
On August 5, 1998, PetroFina issued 4,451,060 warrants and paid
$267,063,000 in cash to acquire the interest in Fina, Inc. which it did not
already own. Before the acquisition, PetroFina owned approximately 86% of the
shares of Fina, Inc., and following the acquisition Fina, Inc. became an
indirect, wholly-owned subsidiary of PetroFina. PetroFina issued the warrants
under the terms of a warrant agreement with Citibank, N.A. Citibank is both the
warrant agent for the warrants and the depositary for the ADSs. The warrant
agreement was filed with the SEC as part of the registration statement that
contains this Prospectus.
Each of the outstanding warrants allows you to purchase nine-tenths of one
(0.9) ADS for an exercise price of US $42.25 per ADS. Thus, if you hold 10
warrants, you may purchase nine ADSs for a total exercise price of US $380.25.
PetroFina will adjust the exercise price and/or the number of ADSs issuable upon
exercise of each warrant if certain events, which are described below, occur.
You will not be treated as a shareholder of PetroFina and will not be able
to vote or receive dividends unless and until you exercise your warrants.
The warrants expire at 5:00 p.m. New York City time on August 5, 2003.
EXERCISE OF WARRANTS
Only record holders of warrants may exercise warrants. To exercise your
warrants, you must
- complete and sign the "Election to Purchase" on the reverse side of the
warrant certificate; and
- deliver the completed warrant certificate along with the applicable
exercise price in immediately available funds to Citibank at 111 Wall
Street, New York, New York 10043.
After you exercise your warrants, Citibank will issue ADSs to you. If you
choose to exercise less than all of the warrants evidenced by your warrant
certificate, Citibank will also send you a new warrant certificate for your
unexercised warrants.
TRANSFER, EXCHANGE, SPLIT-UP OR COMBINATION OF WARRANTS
Until your warrants expire, you may transfer them to another person or you
may exchange, split up or combine your warrant certificate(s) for one or more
new certificates evidencing the same number of warrants. To transfer, exchange,
split-up or combine your warrant certificate, you must deliver your warrant
certificate to Citibank along with a request in writing. When Citibank receives
your instructions and certificate, it will countersign the old certificate and
issue new certificate(s) to the person(s) indicated in the written request. You
may have to pay any taxes or governmental charges associated with the transfer,
exchange, split or combination of warrants and reimburse PetroFina and Citibank
for their reasonable expenses.
4
<PAGE> 9
ADJUSTMENTS TO EXERCISE PRICE, NUMBER OF ADSS OR WARRANTS
Adjustment Events. PetroFina will adjust the exercise price and/or the
number of ADSs you can purchase with one warrant if PetroFina:
- pays a stock dividend on its ordinary voting shares;
- divides the number of outstanding ordinary voting shares into a larger
number of shares (a stock split);
- combines the outstanding number of outstanding ordinary voting shares
into a smaller number of shares (a reverse stock split);
- changes the number of ordinary voting shares represented by one ADS;
- reclassifies the ordinary voting shares (other than in connection with a
merger or business combination in which PetroFina survives);
- pays a dividend or makes a distribution on the ordinary voting shares
(other than ordinary cash dividends or a stock dividend);
- issues or sells ordinary voting shares for less than the current market
price or issues or sells rights, options, warrants or convertible or
exchangeable securities that allow the holder of the securities to buy
other PetroFina securities for less than the current market price of the
other securities; or
- merges with another corporation or sells all or substantially all of its
assets to another corporation and the shareholders of PetroFina would
receive stock, securities or other property in exchange for the ordinary
voting shares they hold.
If PetroFina makes an adjustment based on the issuance of rights, options,
warrants or conversion or exchange privileges, then PetroFina may readjust the
exercise price after those rights, options, warrants or privileges expire.
Mechanism for Adjustment. PetroFina will proportionately adjust the
exercise price and the number of ADSs (or other securities or property) you will
receive when you exercise a warrant so that you will receive the number and type
of ADSs (or other securities or property) you would have received if you had
exercised your warrant and purchased ADSs immediately before the adjustment
event. The warrant agreement describes in detail the formulas PetroFina will use
in determining the amount of the adjustment.
Minimum Adjustment. PetroFina does not have to adjust the exercise price
unless the adjustment would increase or decrease the exercise price by at least
1%. If the adjustment is smaller than 1%, it will be carried forward and taken
into account in any subsequent adjustment.
Notice of Adjustment. If PetroFina adjusts the exercise price or the
number of ADSs (or other securities or property) you would receive when you
exercise a warrant, it will give Citibank a certificate explaining the
adjustment and will mail a summary describing the adjustment to each registered
holder of a warrant certificate.
NO FRACTIONAL WARRANTS OR ADSS
Neither PetroFina nor Citibank will issue fractional warrants or fractional
ADSs. If you exercise a number of warrants that would result in your receiving
either a fraction of an ADS or a fraction of a warrant, Citibank will pay you
cash equal to that fraction times the current market price of the warrant or ADS
instead of issuing fractional warrants or ADSs.
5
<PAGE> 10
AVAILABILITY OF ADSS, SHARES AND CASH
PetroFina has set aside enough ordinary voting shares, and Citibank has set
aside enough ADSs, to permit the exercise of all outstanding warrants. In
addition, PetroFina has agreed to keep sufficient cash available to pay for
fractional ADSs.
REGISTRATION AND LISTING
PetroFina will use its best efforts to keep this registration statement
effective, and to maintain the listing of the warrants on the New York Stock
Exchange, until the warrant agreement terminates.
PAYMENT OF TAXES
PetroFina will pay all recording, transfer and similar taxes due upon
delivery of ADS certificates following exercise of a warrant except that
PetroFina will not pay any taxes in connection with a transfer of warrant
certificates or ADSs to a person who is not the registered holder of the
surrendered warrant certificate. Furthermore, PetroFina will not issue or
deliver an ADS certificate upon exercise of a warrant until either the required
tax is paid or PetroFina is satisfied that no tax is due.
REQUIRED NOTICES
PetroFina must notify each registered holder of warrants if it proposes to:
- declare a stock dividend or stock distribution;
- offer rights, options or warrants to its shareholders;
- offer ordinary voting shares in connection with a reclassification of
PetroFina's capital stock;
- consolidate or merge with, or sell more than 50% of PetroFina's assets or
net income to, another person;
- liquidate, dissolve or wind up its business; or
- conduct any of the other exercise price adjustment events described
above.
AMENDMENTS TO THE WARRANT AGREEMENT
From time to time, PetroFina and Citibank may change or add to the warrant
agreement to fix ambiguous, inconsistent or incorrect provisions or to add new
provisions that do not adversely affect the interests of the warrant holders.
Most other changes to the warrant agreement require the affirmative vote of a
majority of the outstanding warrants (excluding any warrants owned by PetroFina
or its affiliates), although PetroFina must obtain the consent of every warrant
holder to change the terms of exercise or reduce the percentage required for
consent to changes to the warrant agreement.
USE OF PROCEEDS
PetroFina intends to use the net proceeds from the sale of the ADSs for its
general corporate purposes, including debt repayment, capital expenditures and
operating expenses.
LEGAL MATTERS
Wilmer, Cutler & Pickering, PetroFina's U.S. counsel, issued an opinion
regarding the validity of the ADSs offered in this Prospectus and has advised
PetroFina on certain U.S. law matters relating to the offering. Francois Vincke,
PetroFina's Secretary and General Counsel, issued an opinion regarding the
validity under Belgian law of the warrants and the ordinary voting shares
underlying the ADSs offered in
6
<PAGE> 11
this Prospectus. In addition, Liedekerke, Wolters, Waelbroeck & Kirkpatrick,
PetroFina's Belgian counsel, advised PetroFina as to certain Belgian law
matters.
EXPERTS
Deloitte & Touche audited and reported on the financial statements of
PetroFina and its subsidiaries incorporated by reference in this Prospectus
except for the financial statements described in the next sentence. Member firms
of KPMG identified in each of their reports audited and reported on the
financial statements of Fina Europe N.V., Fina Rafinaderij Antwerpen N.V. and
Sigma Coatings B.V. as of December 31, 1998, 1997 and 1996 and for the years
then ended, and PetroFina Delaware, Incorporated, Brittany Insurance Company
Ltd. and Fina Exploration Norway SCA as of December 31, 1997 and 1996 and for
the years then ended, and Fina Plc as of December 31, 1996 and for the year then
ended. All of these financial statements were consolidated into PetroFina's
consolidated financial statements. These firms are experts in accounting and
auditing, and PetroFina relied on their expertise and audit reports when it
incorporated these reports in this Prospectus. All of the accounting firms are
independent auditors.
7
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSE OF ISSUANCE AND DISTRIBUTION
The only expenses anticipated to be incurred in connection with the
preparation and filing of this Post-Effective Amendment No. 1 are legal and
accounting fees and expenses, and printing expenses, which are estimated to be
approximately $25,000. The Securities and Exchange Commission filing fee was
previously paid on April 2, 1998
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Belgian law, the directors may be liable for damages to PetroFina in
case of improper performance of their duties. The directors may be liable to
PetroFina and to third parties for infringement of the statuts/statuten or the
Belgian company law, or for tortious conduct. Under certain circumstances,
directors may be criminally liable.
ITEM 16. EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit 2.1 -- Agreement and Plan of Merger, dated as of February 17, 1998,
among PetroFina, Petrofina Delaware, Incorporated, New Fina,
Inc. and Fina, Inc., as amended by the First Amendment to
Merger Agreement, dated as of March 31, 1998*
Exhibit 4.1 -- Statuts/Statuten (Articles of Association) of PetroFina*
Exhibit 4.2 -- Warrant Agreement (included in Exhibit 2.1)
Exhibit 5.1 -- Opinion of Francois Vincke , General Counsel of PetroFina,
as to the legality of PetroFina Warrants and certain Belgian
income tax matters*
Exhibit 8.1 -- Opinion of Wilmer, Cutler & Pickering as to certain U.S.
federal income tax matters*
Exhibit 12.1 -- Statement re: Computation of ratio of earnings to fixed
charges*
Exhibit 21.1 -- Subsidiaries of PetroFina*
Exhibit 23.1 -- Consent of Deloitte & Touche
Exhibit 23.2 -- Consent of Klynveld Peat Marwick Goerdeler Reviseurs
d'Enterprises
Exhibit 23.3 -- Consent of Klynveld Peat Marwick Goerdeler Reviseurs
d'Enterprises
Exhibit 23.4 -- Consent of KPMG Accountants, NV
Exhibit 23.5 -- Consent of KPMG LLP
Exhibit 23.6 -- Consent of KPMG Peat Marwick
Exhibit 23.7 -- Consent of KPMG Audit Plc
Exhibit 23.8 -- Consent of KPMG
Exhibit 23.9 -- Consent of Liedekerke, Wolters, Waelbroeck & Kirkpatrick*
Exhibit 23.10 -- Consent of Wilmer, Cutler & Pickering (included in Exhibit
8.1)
Exhibit 23.11 -- Consent of Francois Vincke (included in Exhibit 5.1)
Exhibit 24.1 -- Power of Attorney (included on signature page to this
Registration Statement)*
</TABLE>
- ---------------
* Previously filed
II-1
<PAGE> 13
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) To file a post-effective amendment to the registration statement
to include any financial statements required by Item 3-19 of Regulation S-X
at the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section 10(a)(3)
of the Act need not be furnished, provided, that the registrant includes in
the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph and other information
necessary to ensure that all other information in the prospectus is at
least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Act or Rule 3-19 of
this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(b) The undersigned hereby undertakes, that for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE> 14
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 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 March 23, 1999.
PetroFina S.A.
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
--------- -------- ----
<C> <S> <C>
/s/ * Chairman March 23, 1999
- ---------------------------------------------------
Albert Frere
/s/ * Vice Chairman, Chief Executive March 23, 1999
- --------------------------------------------------- Officer and Managing Director
Francois Cornelis
Vice Chairman , 1999
- ---------------------------------------------------
Etienne Davignon
/s/ * Executive Director, Chemicals March 23, 1999
- ---------------------------------------------------
Axel de Brocqueville
/s/ MICHEL-MARC DELCOMMUNE Executive Director, Corporate March 23, 1999
- --------------------------------------------------- Finance (Principal Financial
Michel-Marc Delcommune Officer)
/s/ * Executive Director, Marketing March 23, 1999
- ---------------------------------------------------
Henrique Bandeira Vieira
/s/ * Director March 23, 1999
- ---------------------------------------------------
Jean-Louis Beffa
Director , 1999
- ---------------------------------------------------
Yves Boel
/s/ * Director March 23, 1999
- ---------------------------------------------------
Jacques Calvet
/s/ * Director March 23, 1999
- ---------------------------------------------------
Guy Dejouany
Director , 1999
- ---------------------------------------------------
Paul Desmarais, Sr.
</TABLE>
II-4
<PAGE> 16
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <S> <C>
/s/ * Director March 23, 1999
- ---------------------------------------------------
Paul Desmarais, Jr.
Director , 1999
- ---------------------------------------------------
Paul Janssen
/s/ * Director March 23, 1999
- ---------------------------------------------------
Jean-Pierre de Launoit
/s/ * Director March 23, 1999
- ---------------------------------------------------
Gerard Mestrallet
/s/ * Director March 23, 1999
- ---------------------------------------------------
Brian Mulroney
/s/ * Director March 23, 1999
- ---------------------------------------------------
Thierry de Rudder
/s/ * Director March 23, 1999
- ---------------------------------------------------
Gilles Samyn
/s/ * Director March 23, 1999
- ---------------------------------------------------
Luc Wauters
/s/ * Principal Accounting Officer March 23, 1999
- ---------------------------------------------------
Freddy Mean
*By: /s/ MICHEL-MARC DELCOMMUNE
---------------------------------------------
Michel-Marc Delcommune
Attorney-in-fact
</TABLE>
II-5
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
Exhibit 2.1 -- Agreement and Plan of Merger, dated as of February 17, 1998,
among PetroFina, Petrofina Delaware, Incorporated, New Fina,
Inc. and Fina, Inc., as amended by the First Amendment to
Merger Agreement, dated as of March 31, 1998*
Exhibit 4.1 -- Statuts/Statuten (Articles of Association) of PetroFina*
Exhibit 4.2 -- Warrant Agreement (included in Exhibit 2.1)
Exhibit 5.1 -- Opinion of Francois Vincke , General Counsel of PetroFina,
as to the legality of PetroFina Warrants and certain Belgian
income tax matters*
Exhibit 8.1 -- Opinion of Wilmer, Cutler & Pickering as to certain U.S.
federal income tax matters*
Exhibit 12.1 -- Statement re: Computation of ratio of earnings to fixed
charges*
Exhibit 21.1 -- Subsidiaries of PetroFina*
Exhibit 23.1 -- Consent of Deloitte & Touche
Exhibit 23.2 -- Consent of Klynveld Peat Marwick Goerdeler Reviseurs
d'Enterprises
Exhibit 23.3 -- Consent of Klynveld Peat Marwick Goerdeler Reviseurs
d'Enterprises
Exhibit 23.4 -- Consent of KPMG Accountants, NV
Exhibit 23.5 -- Consent of KPMG LLP
Exhibit 23.6 -- Consent of KPMG Peat Marwick
Exhibit 23.7 -- Consent of KPMG Audit Plc
Exhibit 23.8 -- Consent of KPMG
Exhibit 23.9 -- Consent of Liedekerke, Wolters, Waelbroeck & Kirkpatrick*
Exhibit 23.10 -- Consent of Wilmer, Cutler & Pickering (included in Exhibit
8.1)
Exhibit 23.11 -- Consent of Francois Vincke (included in Exhibit 5.1)
Exhibit 24.1 -- Power of Attorney (included on signature page to this
Registration Statement)*
</TABLE>
- -------------------------
* Exhibit previously filed
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE
PetroFina S.A.
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form F-3 to the Registration Statement on Form F-4 (File. No. 333-49315) of
PetroFina S.A. of our report dated March 23, 1999 appearing in the Annual Report
on Form 20-F of PetroFina S.A. for the year ended December 31, 1998 and to the
reference to our firm under the heading "Experts" in the registration statement.
/s/MICHEL DENAYER
Michel Denayer
Statutory Auditor
DELOITTE & TOUCHE
Reviseurs d'Entreprises s.c.c.
Brussels, Belgium
March 23, 1999
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors Fina Europe NV
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form F-3 to the Registration Statement on Form F-4 (File No. 333-49315) of
PetroFina SA of our report dated March 22, 1999, appearing in the Annual Report
on Form 20-F of PetroFina SA for the year ended December 31, 1998 relating to
the balance sheets of Fina Europe NV as of December 31, 1998, 1997 and 1996 and
the related statements of income for each of the years in the three year period
ended December 31, 1998, and to the reference to our firm under the heading
"Experts" in the registration statement.
March 22, 1999
Antwerp, Belgium
Klynveld Peat Marwick Goerdeler Reviseures d'Enterprises
Represented by
/s/L. RUYSEN
L. Ruysen
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors Fina Raffinaderij Antwerpen NV
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form F-3 to the Registration Statement on Form F-4 (File No. 333-49315) of
PetroFina SA of our report dated March 22, 1999, appearing in the Annual Report
on Form 20-F of Petrofina SA for the year ended December 31, 1998, relating to
the balance sheets of Fina Raffinaderij Antwerpen NV as of December 31, 1998,
1997 and 1996 and the related statements of income for each of the years in the
three year period ended December 31, 1998, and to the reference to our firm
under the heading "Experts" in the registration statement.
March 22, 1999
Antwerp, Belguim
Klynveld Peat Marwick Goerdeler
Reviseurs d'Entnerprises
/s/L. RUYSEN
L. Ruysen
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors Sigma Coatings B.V.:
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form F-3 to the Registration Statement on Form F-4 (File No. 333-49315) of
PetroFina S.A. of our report dated March 22, 1999, appearing in the Annual
Report on Form 20-F of PetroFina S.A. for the year ended December 31, 1998,
relating to the balance sheets of Sigma Coatings B.V. as of December 31, 1998,
1997 and 1996 and the related statements of income for each of the years in the
three year period ended December 31, 1998, and to the reference to our firm
under the heading "Experts" in the registration statement.
/s/KPMG ACCOUNTANTS NV
KPMG Accountants NV
The Hague, the Netherlands
March 22, 1999
<PAGE> 1
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
PetroFina S.A.
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form F-3 to the Registration Statement on Form F-4 (No. 333-49315) of
PetroFina S.A. of our report dated January 26, 1998, relating to the
consolidated balance sheet of Petrofina Delaware, Incorporated as of December
31, 1997 and 1996, and the related statements of earnings, stockholder's equity
and cash flows for the years then ended, which report appears in the December
31, 1998 Annual Report on Form 20-F of PetroFina S.A., and to the reference to
our firm under the heading "Experts" in the registration statement.
/s/KPMG LLP
March 22, 1999
Dallas, Texas
<PAGE> 1
EXHIBIT 23.6
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors Brittany Insurance Company Ltd.:
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form F-3 to the Registration Statement on Form F-4 (File No. 333-49315) of
PetroFina S.A. of our report dated March 22, 1999, appearing in the Annual
Report on Form 20-F of PetroFina S.A. for the year ended December 31, 1998,
relating to the balance sheets of Brittany Insurance Company Ltd. as of December
31, 1998, 1997 and 1996 and the related statements of income and cash flows for
each of the years in the three year period ended December 31, 1998, and to the
reference to our firm under the heading "Experts" in the registration statement.
/s/KPMG Peat Marwick
Chartered Accountants
Hamilton, Bermuda
March 22, 1999
<PAGE> 1
EXHIBIT 23.7
INDEPENDENT AUDITORS' CONSENT
To the Directors of Fina Plc:
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form F-3 to the Registration Statement on Form F-4 (File No. 333-49315) of
PetroFina S.A. of our report dated April 14, 1997, appearing in the Annual
Report on Form 20-F of PetroFina S.A. for the year ended December 31, 1998,
relating to the balance sheet of Fina Plc as of December 31, 1996 and the
related statements of profit and loss and cash flows for the year then ended,
and to the reference to our firm under the heading "Experts" in the registration
statement.
/s/KPMG Audit Plc
KPMG Audit Plc
Chartered Accountants
Registered Auditor
London, England
March 22, 1999
<PAGE> 1
EXHIBIT 23.8
INDEPENDENT AUDITORS' CONSENT
To the Directors of Fina Exploration Norway SCA:
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 on Form F-3 to the Registration Statement on Form F-4 (File No 333-49315)
of PetroFina S.A. of our report dated January 27, 1997, appearing in the Annual
Report on Form 20-F of PetroFina S.A. for the year ended December 31, 1998,
relating to the balance sheet of The Branch of Fina Exploration Norway SCA as of
December 31, 1996 and the related statements of profit and loss and cash flows
for the year then ended, and to the reference to our firm under the heading
"Experts" in the registration statement.
KPMG as represented by
/s/JORGEN LORENTZEN-STYR
Jorgen Lorentzen-Styr
Sandvika, Norway
March 22, 1999
