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As filed with the Securities and Exchange Commission on November 13, 2000
Registration No. 333-49315
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM F-3
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, 2911
(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, D.C. 20037
ATTENTION: RICHARD W. CASS
(Name, Address, Including Zip Code
and Telephone Number, Including
Area Code, of Agent for Service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not
applicable.
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, check the following box: [ ]
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. [ ]
EXPLANATORY NOTE
This document constitutes Post-Effective Amendment No. 2 to the Registration
Statement (File No. 333-49315) (the "PetroFina Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), of PetroFina
S.A. ("PetroFina"). The purpose of Post-Effective Amendment No. 1 was to
convert the Registration Statement from Form F-4 to Form F-3. The Registration
Statement was originally filed to register the Ordinary Shares underlying the
American Depositary Shares issuable from time to time upon exercise of warrants
issued to former holders of Fina, Inc. As a result of the combination between
PetroFina and Total Fina Elf, the warrant agreement governing the rights of the
warrant holders has been amended to provide that each of the outstanding
PetroFina warrants will automatically be exchanged for 0.81 Total Fina Elf
warrants. The American Depositary Shares of Total that will be issued upon
exercise of these new warrants have been separately registered on a
Registration Statement on Form F-3 (File No. 333-12558). The purpose of
Post-Effective Amendment No. 2 is to deregister the 400,680 Ordinary Shares of
PetroFina currently registered on this PetroFina Registration Statement.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form F-3 and has duly caused this
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Brussels,
Belgium on November 8, 2000.
PetroFina S.A.
By: /s/ FRANCOIS CORNELIS
--------------------------
Name: Francois Cornelis
Title: Vice Chairman and Managing
Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Francois Cornelis and Robert
Castaigne to act as his true and lawful attorneys-in-fact and agents, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments, including post-effective amendments,
and supplements to the Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the United
States Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1993, as amended,
this Post-Effective Amendment No. 2 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated:
Name Title Date
---- ----- ----
/s/ ALBERT FRERE
---------------------- Chairman November 8, 2000
Albert Frere
/s/ FRANCOIS CORNELIS
---------------------- Vice Chairman and November 8, 2000
Francois Cornelis Managing Director
/s/ ALFRED MEAN
---------------------- Chief Accounting November 8, 2000
Alfred Mean Officer
/s/ ETIENNE DAVIGNON
---------------------- Vice Chairman November 8, 2000
Etienne Davignon
/s/ JEAN-PAUL VETTIER
---------------------- Managing Director November 8, 2000
Jean-Paul Vettier
---------------------- Director November , 2000
Guy Bizot
---------------------- Director November , 2000
Robert Castaigne
---------------------- Director November , 2000
Christophe de Margerie
/s/ THIERRY DE RUDDER
---------------------- Director November 8, 2000
Thierry de Rudder
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---------------------- Director November , 2000
Georges Dupasquier
/s/ GERALD FRERE
---------------------- Director November 8, 2000
Gerald Frere
---------------------- Director November , 2000
Jean-Jacques Guilbaud
/s/ PAUL JANSSEN
---------------------- Director November 8, 2000
Paul Janssen
/s/ GILLES SAMYN
---------------------- Director November 8, 2000
Gilles Samyn
---------------------- Director November , 2000
Jean-Pierre Seeuws
---------------------- Director November , 2000
Daniel Valot
/s/ RICHARD W. CASS November 8, 2000
----------------------
Richard W. Cass
Authorized Representative
in the United States
