PETROFINA
6-K, 2000-05-31
OIL & GAS FIELD EXPLORATION SERVICES
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                       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 May 2000


                                    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
--------------------------------------------------------------------------------
                                          (for publication on October 1, 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  September  28, 1999,  the Board of  Directors  approved the advance
gross payment of 10 EURO per share (7,5 EURO net after  deduction of withholding
tax on  presentation  of one ordinary  share or 8,5 EURO net after  deduction of
withholding tax on presentation of one share together with one STRIP-VVPR).

         The dividend will be payable as from October 1, 1999 against  coupon nr
16 at : BBL o GB o  CGER-Banque  o KBC o Banque  Artesia o Banque  Nationale  de
Paris o Credit du Nord o Banque Int. a Luxembourg o Banque Gen. du  Luxembourg o
Commerzbank  o Deutsche  Bank o Dresdner  Bank o ABN-Amro Bank o Credit Suisse o
Societe  de  Banque  Suisse o Union de  Banques  Suisses o  Credito  Italiano  o
Barclays Bank (Throgmorton St., London) o Citibank N.A.
(ADR Department) USA.


                           ---------------------------
<PAGE>
                                                                 28 March 2000

                                   COMMUNIQUE

                                  1999 Results

         In 1999 the  non-consolidated  profit for  PetroFina  reached at 82,106
million BEF, as against  8,283  million BEF.  This profit takes into account the
capital gain of 63.2 billion BEF from the sale of the American assets to another
company in the TotalFinaElf  Group and intra-group  dividends for a total amount
of 26.9 billion BEF.

         The  turnover  stood at 174.2  billion  BEF in 1999,  as against  145.4
billion BEF for the previous year. The  explanation for this growth is basically
the rise in the price of oil products.

         The cash flow for  PetroFina  S.A.  increased  to 84.3  billion BEF as
against 11.5 billion BEF for the trading year 1998.

         At the  Ordinary  General  Meeting  of 12th  May  2000,  the  board  of
directors will be proposing to set the dividend at 12.48 Euros per share, 10 per
cent more than the  dividend  for the  previous  trading  year.  So taking  into
account the advance of 10.00 Euros per share already paid in October  1999,  the
sum of 2.48 Euros per share will be payable  from 26th May, on  presentation  of
coupon no. 17.

         The Petrofina  results are  integrated  into the  consolidated balance
sheet for the TotalFinaElf Group.

<PAGE>


                                                                  12th May 2000

                                 PetroFina S.A.
                                   Communique


         PetroFina's  Ordinary  General  Meeting  was held at the  corporation's
headquarters on 12th May. All the  resolutions  put forward at the meeting were
passed.

         The dividend  for the trading year of 1999  amounted to 12.48 Euros per
share,  of which  10.00  Euros per share had  already  been paid in  advance  in
October  1999.  The  remaining  dividend,  amounting to 2.48 Euros per share was
declared payable as from 26th May 2000, on presentation of coupon no. 17, at the
counters of the banking institutions  providing financial services in connection
with the company's  shares,  i.e. BBL, CBC, Banque Artesia and Fortis Banque in
Belgium,  Credit du Nord in Paris  in  France,  ABN-AMRO  in  Amsterdam  in the
Netherlands,  Generale de Banque du  Luxembourg in the Grand Duchy of Luxembourg
and Credit Suisse in Zurich in Switzerland.

         During  the  course  of  1999,  Total  Fina  carried  out a  number  of
restructuring  operations.  Within this  context,  PetroFina  sold its  American
assets to a  corporation  within the  perimeter of Total,  namely Total Fina USA
LLC, the aim being to create a single corporate entity in the United States. The
assets in  question  are more  specifically,  the shares of  American  PetroFina
Holding,  the holding company at the top of the US group, its main  subsidiaries
being PetroFina Delaware and Fina Inc.

         This  sale,  amounting  to 70 billion  Belgian  Francs,  resulted  in a
capital gain of 63.2 billion Belgian Francs.

         Within this same framework PetroFina bought the shares of Total Benelux
for the total amount of 1.8 billion Belgian francs,  with a view to merging this
company with its Belgian marketing subsidiary, Fina Europe. From now on, the new
entity,  Total Fina Belgium,  will be dedicating  itself to the marketing of oil
products in Belgium.

         For its  part,  Total  Fina  Belgium  sold  its  share-holding  in Fina
Italiana  to Total  Italia  for an amount of 15  billion  Belgian  francs,  thus
realising a capital gain of 10.7 billion Belgian francs.

         During  the  first  quarter  of  2000,  Total  Fina  Belgium  sold  its
share-holding  in Fina plc to Total Oil  Holding  Ltd.  A  capital  gain of 15.4
Belgian francs was registered from this transaction,  while the sales prices was
of 28.7 billion.

         The   consideration   received  from  the  various   transactions   was
re-invested  in the  Coordination  Centre  of  PetroFina,  whereof  the  finance
agreement was extended to the whole of the TotalFinaElf Group.

<PAGE>

                                                                  12th May 2000

         1998  saw a  sharp  fall in the  price  of  crude  oil as a  result  of
decreasing demand in developing  countries combined with rising supply. In March
1999 the OPEC companies agreed to limit production, and this made it possible to
reverse the trend.

         The upward trend was then  strengthened  by a stronger growth in demand
linked to the expansion of the world economy. Between 1998 and 1999 the price of
crude oil rose by 40% in average and by 140% on the basis of end-of-year prices.
Crude oil was  quoted at 25 dollars a barrel in  December  1999 as opposed to 10
dollars a barrel a year before.  In Europe this price increase was reinforced by
the rise of 16% in the dollar against the Euro.

         At the same time, the prices of finished products rose by an average of
25%  under  the  influence  of the high  level of stocks  and low  demand.  This
discrepancy  in price trends  brought  about a fall of 41% in refining  margins,
which went down from 2.45  dollars a barrel in 1998 to 1.44  dollars a barrel in
1999.

         In the petrochemical  industry, the same phenomenon was observed in the
field of monomers. The rise in the price of naphtha (expressed in Euros) reached
an average of 31% in 1999, as opposed to 1998,  while the prices of ethylene and
propylene remain stable.

         In 1999 the  non-consolidated  results  for  PetroFina  stood at 82,106
million  Belgian  francs,  as against 8,283 Belgian  francs in 1998.  Basically,
these results  originate  from the capital gains of 63.2 billion  Belgian francs
from the sale of the American assets to Total Fina U.S.A. L.L.C.

         The turnover rose to 174.2  billion  Belgian  francs,  as against 145.4
billion Belgian francs the year before.  This growth results  basically from the
rise in the price of oil products and the rise in the dollar.

         The  deterioration  in the refining and steam cracking margins explains
the fall in the  operational  result  for the year  from  -0.5  billion  to -1.9
billion francs.

         The cash flow for PetroFina S.A. rose to 84.3 billion  Belgian  francs,
as compared with 11.5 billion Belgian francs in the trading year of 1998.

         The accounts were certified without reservations by the auditors.

         A recovery in profits on petrochemical  products was noted in the first
quarter of 2000,  together  with a steep  rise in  refining  margins,  which are
reaching record levels.

         Trends in the oil sector are currently very  favourable,  and this will
help the  company to improve  its  organisation  and to  proceed  with  further
adaptations to its perimeter and with other share transfer transactions.

         The results for the former PetroFina group now form an integral part of
the results for the TotalFinaElf  Group, which were published in a communique on
29th March 2000.


<PAGE>
                                                                  12th May 2000


            Non-Consolidated Results (in millions of Belgian francs)

                                                    1998               1999
Turnover                                           145.384            174.284
Other operating income                               1.523              1.441
Operating expenses                                -147.433           -177.644
                                                  --------           --------
Operating profit                                      -526             -1.919
Financial revenues                                   7.551             22.667
Exceptional income                                     760             60.859
                                                  --------           --------
Profit before taxes                                  7.785             81.607
Taxes                                                   -2                 -1
                                                  --------           --------
Net income                                           7.783             81.606
Transfer to tax free reserves                          500                500
                                                  --------           --------
Net profit                                           8.283             82.106
<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:   May 31, 2000                          By:   /s/   Francois Vincke
        ------------                                ---------------------
                                                    Name:  Francois Vincke
                                                    Title: Secretary General





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