Registration No. 333-49315
Prospectus Supplement dated January 21, 1999
to the Proxy Statement/Prospectus dated July 16, 1998
PetroFina
The purpose of this Prospectus Supplement is to update
information contained in the accompanying Proxy Statement/Prospectus dated July
16, 1998 and the Supplement to the Proxy Statement/Prospectus dated September 2,
1998. This Prospectus Supplement should be read together with these other
documents.
This Prospectus Supplement attaches copies of three Forms 6-K
filed by PetroFina with the Securities and Exchange Commission which include
press releases issued by PetroFina announcing certain significant developments
relating to PetroFina:
o the distribution of a special dividend to PetroFina shareholders
o TOTAL's plan to acquire PetroFina
o financial results for the quarter ending September 30, 1998
TOTAL announced on January 14, 1999 that its shareholders
approved the proposed exchange of approximately 41% of the outstanding shares of
PetroFina, which are owned by certain PetroFina shareholders, for new shares of
TOTAL and related matters, and that the transaction remains subject to approval
from European and U.S. regulatory authorities.
<PAGE>
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 January, 1999
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-
<PAGE>
- --------------------------------------------------------------------------------
(for publication on 8 January 1999)
PETROFINA S.A.
52 Rue de l'Industrie - B-1040 Bruxelles
T.V.A. (BE) 403.079,441 - R.C.
Bruxelles n (degree) 227.957
--------------------------
DIVIDEND NOTICE
On January 4, 1999, the Shareholders approved a gross dividend payment of 460
BEF (345 BEF net after deduction of withholding tax on presentation of one
ordinary share or 391 BEF net after deduction of withholding tax on presentation
of one share together with one STRIP-VVPR) for the 23.459.774 shares outstanding
at December 31, 1998, coupons numbered 15 to 30 still attached.
The dividend will be payable as from January 13, 1999 against coupon nr 15 at :
BBL - GB - CGER-Banque - KBC - Banque Artesia - Banque Nationale de Paris -
Credit du Nord - Banque Int. a Luxembourg - Banque Gen. du Luxembourg -
Commerzbank - Deutsche Bank - Dresdner Bank - ABN-Amro Bank - Credit Suisse -
Societe de Banque Suisse - Union de Banques Suisses - Credito Italiano -
Barclays Bank (Throgmorton St., London) - Citibank N.A. (ADR Department) USA.
---------------------------------------
<PAGE>
PETROFINA
- --------------------------------------------------------------------------------
4 January 1999
PRESS RELEASE
DIVIDEND ANNOUNCEMENT
Based on the statement of assets and liabilities as at 30 November 1998 and the
report of the Statutory Auditors on such statement, the Extraordinary General
Meeting of PetroFina's shareholders on 4 January 1999, approved the distribution
of a gross dividend of BEF 460 (BEF 345 net of withholding tax per share or BEF
391 net of withholding tax in the event of simultaneous presentation of a
STRIP-VVPR) for the 23,459,774 shares with coupons no.15 and subsequent
attached, issued at 31 December 1998. This dividend will be paid upon surrender
of coupon no. 15 with effect from 13 January 1999.
***
This press release is available in French
This press release is available in Flemish
<PAGE>
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: January 20, 1999 By: /s/ Francois Vincke
---------------- ---------------------------
Name: Francois Vincke
Title: Secretary General
<PAGE>
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-
<PAGE>
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
<PAGE>
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)
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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
----------------- ---------------------------
Name: Francois Vincke
Title: Secretary General
<PAGE>
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 October, 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-
<PAGE>
PETROFINA
- --------------------------------------------------------------------------------
PetroFina S.A. October 30, 1998
Public Relations and Communication
- ----------------------------------
PetroFina's quarterly results
PetroFina's share in Group unaudited operational profit at the end of
September 1998 was BEF 16.1 billion, compared to BEF 18.1 billion in
1997. The unaudited profit was BEF 14.9 billion compared to BEF 17.9
billion in 1997 and the cash flow was BEF 43.3 billion compared to BEF
44.4 billion in 1997.
During this period, the Group's European refineries improved their
throughput by 5% and the Fina network increased its sales by 6.2%. In
unfavourable economic conditions, sales of polymers grew by an average
of 1.4% in Europe and in the United States. In paints, the profits of
the Sigma group grew by 22%. These positive developments, however,
could not offset the effects of the collapse in crude oil prices,
reduction in the gas price, lower refining margins in the United
States and the decline in monomer margins in Europe.
PetroFina's share in the unaudited profit for the third quarter of
1998 amounted to BEF 5.2 billion, compared to BEF 7 billion for the
third quarter of 1997. Cash flow for the quarter was BEF 12.3 billion,
compared to BEF 16.3 billion for the third quarter of 1997, which was
particularly good.
Operating performance for the third quarter was affected by the
start-up problems with the Ekofisk II project, by planned shutdowns in
the Groups chemical plants to enable investment works to be carried
out and by some technical problems which led to a reduction in volumes
produced and processed.
During these three months, all the fundamental parameters of the oil
industry were down compared to the corresponding period of 1997: crude
oil prices fell by 33%, American gas prices fell by 17%, refining
margins shrank by 13% in Europe and 36% in the United States and the
dollar fell by 3% against BEF. In chemicals, monomer prices declined
to levels close or equal to historic lows.
The quarterly profits of the Group's various areas of operation carry
the effects of these changes.
UPSTREAM
In the third quarter of 1998, the Group's oil production was 11.3
million barrels and its gas production was 40.4 billion cubic feet,
compared to production of 14.3 million barrels and 50.8 billion cubic
feet in the third quarter of 1997. This reduction was mainly due to
the temporary shutdown of Ekofisk production to allow the new
installations to be connected according to the Ekofisk II plan and due
to technical problems which arose during start-up. The production
should regain its normal level at the beginning of next year.
<PAGE>
In Angola, in deep offshore waters, the Group participated in the
fourth discovery of oil in block 17, which confirms the extraordinary
potential of this licence, where Fina holds 5%.
In Italy, the Group has held a 25% participation in all the
concessions covering the Tempa Rossa field since July, when Lasmo sold
its interest in the field to its four partners who now each hold 25%.
In Alaska, the Badami field, where PetroFina holds 30%, came on stream
at the end of August, more than one month ahead of schedule.
Production should reach 30,000 barrels per day.
In the British sector of the North Sea, the Delilah gas field, where
the Group holds 18.75%, became operational following its connection to
the Hewett field infrastructure.
DOWNSTREAM
In the third quarter of 1998, Group refining throughput (excluding the
Angola refinery) grew by 1.4% compared to the third quarter of 1997,
reaching 681,000 barrels per day.
Sales by the Fina network in Europe increased by 6% in a stagnant
market.
CHEMICALS
The decline in chemical profits is due to lower monomer margins and
programmed shutdowns to allow expansion work to take place.
The Group concluded two agreements with the Solvay group covering
industrial and technical cooperation in the area of high density
polyethylene (HDPE): under the industrial agreement, the two groups
will share the production facilities to be built in Belgium, one by
Solvay and the other by PetroFina, in 2002 and 2005
respectively. The technical agreement provides PetroFina with access
to a worldwide licence to produce HDPE using chrome catalysts, and the
combining by both companies of research and development into
metallocene and other catalysts to be used in HDPE.
The Group has entered into an agreement with Mitsui Chemicals covering
research and development in the area of polypropylenes produced using
metallocene catalysts. This agreement, which extends and expands a
long-standing collaboration, will accelerate the development and
marketing of products with high added-value.
PAINTS
Profits of the Sigma group for the quarter grew by 10% compared to the
same period in 1997. This continued recovery is due to Sigma's
improved performance in the industrial paint sector in Europe and in
the decorative paint sector in Belgium and France.
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS THIRD QUARTER (*)
(IN MILLIONS BEF)
<S> <C> <C> <C> <C> <C> <C>
A. Recurrent Income per segment
North America Europe and rest of Consolidated
the world
1997 1998 1997 1998 1997 1998
Upstream 413 31 6.489 2.952 6.902 2.983
Downstream 1.424 -170 3.359 3.373 4.783 3.203
Chemicals 1.192 938 1.865 1.125 3.057 2.063
Paints 502 554 502 554
Other activities -239 -248 -287 -338 -526 -586
----- ---- --- ---- ---- ----
Operating income 2.790 551 11.928 7.666 14.718 8.217
Net financial charges -1.204 -902
Taxes -6.208 -2.122
------ ------
Recurrent consolidated net income 7.306 5.193
PetroFina net income (recurrent) 7.020 5.177
Non recurrent charges and revenues -114 55
Consolidated results 7.192 5.248
PetroFina consolidated results 6.957 5.232
Minority interest 235 16
B. non recurrent elements
Capital gains on assets sold
Upstream 261 261
Downstream 10 10
Non cash LIFO inventory write down
Downstream
Chemicals
Other non recurrent charges -114 -121 -114 -121
Taxes on non recurrent items -95 -95
--- ---
Total non recurrent elements 176 -114 -121 -114 55
C. Cash flow 16.286 12.257
D. Data per share (BEF per share)
Net earnings 297 223
Cash flow 695 522
Average number of shares outstanding 23.420.432 23.459.772
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
E. Operating revenues
Upstream 19.718 17.130
Downstream 147.342 131.045
Chemicals 23.853 18.434
Paints 8.428 7.719
Other activities 48 112
Inter-segment sales -14.667 -8.309
------- ------
Consolidated operating revenues 184.722 166.131
F. Operating data
Dollar average rate (BEF/USD) 37,31 36,36
Capital expenditure (Billion BEF) 10,66 14,95
Brent price (USD/barrel) 18,49 12,45
US gas price (USD per thousand 2,40 1,99
cubic feet)
Crude oil production (million barrels) 14,30 11,30
Natural gas production (Billion cubic 50,80 40,40
feet)
Crude processed in refineries 8.382 8.499
(Thousand tons)
Crude oil refinery margin (USD/barrel) 2,50 2,18
Sales of petroleum products 9.516 9.879
(Thousand tons)
Polymer production (tons) 544.394 531.226
(*) Data related to 97 are restated in US GAAP
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS AS AT 30TH SEPTEMBER (*)
(IN MILLIONS BEF)
A. Recurrent Income per segment
<S> <C> <C> <C> <C> <C> <C>
North America Europe and rest of Consolidated
world
1997 1998 1997 1998 1997 1998
Upstream 1.537 617 18.277 11.846 19.814 12.463
Downstream 2.535 1.108 7.648 7.689 10.183 8.797
Chemicals 3.822 3.712 5.022 4.726 8.844 8.438
Paints 1.319 1.607 1.319 1.607
Other activities -634 -742 -717 -562 -1.351 -1.304
---- ---- ---- ---- ------ ------
Operating income 7.260 4.695 31.549 25.306 38.809 30.001
Net financial charges -3.588 -2.912
Taxes -16.498 -10.607
------- -------
Recurrent consolidated net income 18.723 16.482
PetroFina net income (recurrent) 18.063 16.134
Non recurrent charges and revenues -181 -1.296
Consolidated results 18.542 15.186
PetroFina consolidated results 17.904 14.938
Minority interest 635 248
B. non recurrent elements
Capital gains on assets sold
Upstream 284 1.358 604 284 1.962
Downstream 79 965 1.044
Non cash LIFO inventory write down
Downstream -531 -2.013 -2.544
Chemicals -1.738 -1.738
Other non recurrent charges -365 -372 -365 -372
Taxes on non recurrent items -100 291 61 -100 352
---- --- -- ---- ---
Total non recurrent elements 184 -541 -365 -755 -181 -1.296
C. Cash flow 44.416 43.296
D. Data per share (BEF per share)
Net earnings 768 637
<PAGE>
Cash flow 1.904 1.847
Average number of share 23.327.338 23.443.545
outstanding
E. Operating revenues
Upstream 55.833 63.984
Downstream 416.676 402.383
Chemicals 68.619 58.971
Paints 23.385 23.964
Other activities 103 386
Inter-segment sales -39.531 -30.681
------- -------
Consolidated operating revenues 525.085 519.007
F. Operating data
Dollar average rate (BEF/USD) 35,63 36,96
Financial debt (Billion BEF) 90,96 92,82
Capital expenditure (Billion BEF) 27,16 33,65
Brent price (USD/barrel) 18,3 13,24
US gas price (USD per thousand cubic feet) 2,63 2,10
Crude oil production (million barrels) 38,91 38,00
Natural gas production (Billion cubic feet) 151,31 142,56
Crude processed in refineries (Thousand tons) 24877 25357
Crude oil refinery margin (USD/ 2,43 2,54
barrel)
Sales of petroleum products 28.014 29.302
(Thousand tons)
Polymer production (tons) 1.616.642 1.639.641
(*) Data related to 97 are restated in US GAAP
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS THIRD QUARTER(*)
(IN MILLIONS USD)
<S> <C> <C> <C> <C> <C> <C>
A. Recurrent Income per segment
North America Europe and rest of Consolidated
the world
1997 1998 1997 1998 1997 1998
Upstream 11,1 0,9 173,9 81,2 185,0 82,1
Downstream 38,2 -4,7 90,0 92,8 128,2 88,1
Chemicals 31,9 25,8 50,0 30,9 81,9 56,7
Paints 13,5 15,2 13,5 15,2
Other activities -6,4 -6,8 -7,7 -9,3 -14,1 -16,1
----- ---- ---- ---- ----- -----
Operating income 74,8 15,2 319,7 210,8 394,5 226,0
Net financial charges -32,3 -24,8
Taxes -166,4 -58,4
- ----- ------ -----
Recurrent consolidated net income 195,8 142,8
PetroFina net income (recurrent) 188,2 142,4
Non recurrent charges and revenues -3,1 1,5
Consolidated results 192,8 144,3
PetroFina consolidated results 186,5 143,9
Minority interest 6,3 0,4
B. non recurrent elements
Capital gains on assets sold
Upstream 7,2 7,2
Downstream 0,3 0,3
Non cash LIFO inventory write down
Downstream
Chemicals
Other non recurrent charges -3,1 -3,3 -3,1 -3,3
Taxes on non recurrent items -2,6 -2,6
---- ----
Total non recurrent elements 4,8 -3,1 -3,3 -3,1 1,5
C. Cash flow 436,5 337,1
D. Data per share (USD per share)
Net earnings 8,0 6,1
<PAGE>
Cash flow 18,6 14,4
Average number of shares outstanding 23.420.432 23.459.772
E. Operating revenues
Upstream 528,5 471,1
Downstream 3.949,1 3.604,1
Chemicals 639,3 507,0
Paints 225,9 212,3
Other activities 1,3 3,1
Inter-segment sales -393,1 -228,5
------ ------
Consolidated operating revenues 4.951,0 4.569,1
F. Operating data
Dollar average rate (BEF/USD) 37,31 36,36
Capital expenditure (Billion USD) 0,29 0,41
Brent price (USD/barrel) 18,49 12,45
US gas price (USD per thousand 2,40 1,99
cubic feet)
Crude oil production (million barrels) 14,30 11,30
Natural gas production (Billion cubic 50,80 40,40
feet)
Crude processed in refineries 8.382 8.499
(Thousand tons)
Crude oil refinery margin (USD/ 2,50 2,18
barrel)
Sales of petroleum products 9.516 9.879
(Thousand tons)
Polymer production (tons) 544.394 531.226
(*) Data related to 97 are restated in US GAAP
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS AS AT 30TH SEPTEMBER
(IN MILLIONS USD)
<S> <C> <C> <C> <C> <C> <C>
A. Recurrent Income per segment
North America Europe and rest of Consolidated
the world
1997 1998 1997 1998 1997 1998
Upstream 43,1 16,7 513,0 320,5 556,1 337,2
Downstream 71,1 30,0 214,7 208,0 285,8 238,0
Chemicals 107,3 100,4 140,9 127,9 248,2 228,3
Paints 37,0 43,5 37,0 43,5
Other activities -17,8 -20,1 -20,1 -15,2 -37,9 -35,3
----- ----- ----- ----- ----- -----
Operating income 203,8 127,0 885,5 684,7 1.089,2 811,7
Net financial charges -100,7 -78,8
Taxes -463,0 -287,0
------ ------
Recurrent consolidated net income 525,5 445,9
PetroFina net income (recurrent) 507,0 436,5
Non recurrent charges and revenues -5,1 -35,1
Consolidated results 520,4 410,9
PetroFina consolidated results 502,6 404,2
Minority interest 17,8 6,7
B. non recurrent elements
Capital gains on assets sold
Upstream 8,0 36,7 16,3 8,0 53,1
Downstream 2,1 26,1 28,2
Non cash LIFO inventory write down
Downstream -14,4 -54,5 -68,8
Chemicals -47,0 -47,0
Other non recurrent charges -10,2 -10,1 -10,2 -10,1
Taxes on non recurrent items -2,8 7,9 1,7 -2,8 9,5
---- --- --- ---- ---
Total non recurrent elements 5,2 -14,6 -10,2 -20,4 -5,1 -35,1
C. Cash flow 1.246,6 1.171,4
D. Data per share (USD per share)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Net earnings 21,5 17,2
Cash flow 53,4 50,0
Average number of share outstanding 23.327.338 23.443.545
E. Operating revenues
Upstream 1.567,0 1.731,2
Downstream 11.694,5 10.887,0
Chemicals 1.925,9 1.595,5
Paints 656,3 648,4
Other activities 2,9 10,4
Inter-segment sales -1.109,5 -830,1
-------- ------
Consolidated operating revenues 14.737,2 14.042,4
F. Operating data
Dollar average rate (BEF/USD) 35,63 36,96
Financial debt (Billion USD) 2,50 2,69
Capital expenditure (Billion USD) 0,76 0.91
Brent price (USD/barrel) 18,30 13,24
US gas price (USD per thousand 2,63 2,10
cubic feet)
Crude oil production (million barrels) 40,40 40,20
Natural gas production (Billion cubic 157,00 146,90
feet)
Crude processed in refineries 24.877 25.357
(Thousand tons)
Crude oil refinery margin (USD/ 2,43 2,54
barrel)
Sales of petroleum products 28.014 29.302
(Thousand tons)
Polymer production (tons) 1.616.642 1.639.641
(*) Data related to 97 are restated in US GAAP
* * *
This press release is also available in French
This press release is also available in Flemish
</TABLE>
<PAGE>
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: January 21, 1999 By: /s/ Francois Vincke
----------------- ---------------------------
Name: Francois Vincke
Title: Secretary General
