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Filed pursuant to Rule 424(b)(3)
Registration Statement No.
333-49315
Up To 4,006,800 American Depositary Shares
Representing 400,680 Ordinary Voting Shares of
PETROFINA
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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 30, 1999.
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TABLE OF CONTENTS
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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>
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PAGE
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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....................... 7
EXPERTS............................. 7
</TABLE>
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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.
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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.
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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. In addition, TOTAL
disclosed in the Form F-4 that it intends to exchange 9 TOTAL American
depositary shares, each representing one-half of one share of TOTAL, for 10
ADSs, each representing one-tenth of one ordinary share of PetroFina. According
to TOTAL, the European Commission approved the merger of TOTAL and PetroFina on
March 26, and, as a result, the first step of the exchange was deemed complete.
TOTAL further announced that it expects to file draft prospectuses of its public
exchange offer (the second step of the transaction) with Belgium's Banking and
Finance Commission and with the SEC on March 30, which will be followed by the
commencement of the public exchange offer on May 6. PetroFina cannot make any
assurances that TOTAL will meet its stated timetable.
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;
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- 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;
- 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
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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.
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
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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.
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.
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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 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.
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