<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
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<S> <C>
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
/ / TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
</TABLE>
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 1-4014
FINA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-1820692
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
FINA PLAZA, DALLAS, TEXAS 75206
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (214) 750-2400
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Class A Common Stock $.50 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
----- -----
The aggregate market value of the Class A Common voting stock held by
non-affiliates of the Registrant as of February 9, 1996 was $134,923,632 based
on the highest price of $48.00 per share as recorded by the American Stock
Exchange.
The number of shares outstanding of each of the issuer's classes of common
stock, as of March 6, 1996:
CLASS A COMMON STOCK -- 29,211,272
CLASS B COMMON STOCK -- 2,000,000
Documents Incorporated by Reference: Part III: The Company's Proxy
Statement for Annual Meeting of Stockholders on April 17, 1996.
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<PAGE> 2
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following are incorporated by reference or filed as part of this
Annual Report:
1. and 2. Consolidated Financial Statements and Schedules:
Reference is made to page 13 of this Form 10-K for a list of all
consolidated financial statements and schedules filed as part of this
Form 10-K.
3. Exhibits: (Contained separately and EDGAR filed)
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(3a) -- The Articles of Incorporation of FINA, Inc.
(3b) -- The Bylaws of FINA, Inc.
(10a) -- Thrift and Employee Stock Ownership Plan for Employees of American
Petrofina, Incorporated
(10b) -- Credit Agreement of March 7, 1995 with NationsBank of Texas, N.A., as
Agent
(10c) -- American Petrofina, Incorporated Employee Non-Qualified Stock Option Plan
(1979)
(10d) -- Form 11-K Amdel Inc. Employee Investment Plan
(10e) -- Agreements between FINA, Inc. (formerly American Petrofina, Incorporated)
and Ron W. Haddock
(10f) -- Description of FINA Incentive Compensation Program
(10g) -- Employee Stock Ownership Plan of American Petrofina, Incorporated
(10h) -- FINA Capital Accumulation Plan
(10i) -- FINA Restoration Plan
(10j) -- Form 11-K FINA Capital Accumulation Plan
(19) -- FINA, Inc.'s Proxy Statement for Annual Meeting of Security Holders on
April 17, 1996
(21) -- Subsidiaries of the Registrant
(23) -- Independent Auditors' Consent
(27) -- Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 10(d)
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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<S> <C>
(MARK ONE:)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
/ / TRANSACTION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
</TABLE>
COMMISSION FILE NUMBER: 1-4014
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
AMDEL INC. EMPLOYEE INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
FINA, INC.
(FORMERLY NAMED AMERICAN PETROFINA, INCORPORATED)
FINA PLAZA
8350 N. CENTRAL EXPRESSWAY
DALLAS, TEXAS 75206
<PAGE> 2
AMDEL INC. EMPLOYEE INVESTMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1995 AND 1994
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE> 3
[LOGO KPMG Peat Marwick LLP]
INDEPENDENT AUDITORS' REPORT
The Plan Committee
Amdel Inc. Employee Investment Plan:
We have audited the accompanying statements of net assets available for
plan benefits of the Amdel Inc. Employee Investment Plan as of December 31, 1995
and 1994 and the related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Amdel Inc. Employee Investment Plan as of December 31, 1995 and 1994, and the
changes in net assets available for plan benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment and reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The Fund Information in the statements
of net assets available for plan benefits and the statements of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets for plan benefits of each Fund. The supplemental schedules
and Fund Information have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG Peat Marwick LLP
Dallas, Texas
April 4, 1996
Member Firm of
[LOGO] Klynveld Peat Marwick Goerdeler
<PAGE> 4
AMDEL INC. EMPLOYEE INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR
PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------
TBC, INC.
FINA, INC. U.S. POOLED EMPLOYEE
COMMON TREASURY DAILY LIQUID COMPANY
TOTAL STOCK OBLIGATIONS FUND FORFEITURES
---------- ---------- ----------- --------------- ----------
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1995:
Investments, at fair value:
FINA, Inc., Class A common
stock (13,131 shares; cost
of $511,902)................ $ 663,116 $ 663,116 $ -- $ -- $ --
The Boston Company
Intermediate Government
Securities Fund (19,986
shares; cost of $254,015)... 257,421 -- 257,421 -- --
Money market investments...... 1,914,139 4,200 -- 1,905,627 4,312
Cash............................. 6,500 (38) (17) 6,555 --
Interest receivable.............. 9,298 50 13 9,217 18
Contributions receivable from
employees..................... 56,539 11,397 2,987 42,155 --
Contributions receivable from
employing companies........... 42,905 7,986 2,411 32,508 --
---------- ---------- ----------- --------------- ----------
Plan assets................. 2,949,918 686,711 262,815 1,996,062 4,330
Forfeitures available for future
use........................... (4,330) -- -- -- (4,330)
---------- ---------- ----------- --------------- ----------
Net assets available for
plan benefits.......... $2,945,588 $ 686,711 $ 262,815 $ 1,996,062 $ --
========== ========= ========== =========== ==========
DECEMBER 31, 1994:
Investments, at fair value:
FINA, Inc., Class A common
stock (9,510 shares; cost of
$333,015)................... $ 325,123 $ 325,123 $ -- $ -- $ --
The Boston Company
Intermediate Government
Securities Fund (17,414
shares; cost of $224,171)... 207,050 -- 207,050 -- --
Money market investments...... 1,760,491 4,439 -- 1,756,052 --
Cash............................. 7,601 1 -- -- 7,600
Interest receivable.............. 8,124 44 -- 8,045 35
Contributions receivable from
employees..................... 52,983 6,537 2,909 43,537 --
Contributions receivable from
employing companies........... 41,006 5,220 2,689 33,097 --
---------- ---------- ----------- --------------- ----------
Plan assets................. 2,402,378 341,364 212,648 1,840,731 7,635
Forfeitures available for future
use........................... (7,635) -- -- -- (7,635)
Amounts due others............... (4,678) (4,386) (31) (261) --
---------- ---------- ----------- --------------- ----------
Net assets available for
plan benefits.......... $2,390,065 $ 336,978 $ 212,617 $ 1,840,470 $ --
========== ========= ========== =========== ==========
</TABLE>
See accompanying notes to financial statements.
F-1
<PAGE> 5
AMDEL INC. EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
(1) GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) General
The Amdel Inc. Employee Investment Plan (the Plan) operates for the benefit
of certain employees of American Petrofina Pipe Line Co. and certain employees
of Fina Oil and Chemical Company (FOCC), both of which are wholly-owned
subsidiaries of FINA, Inc. and are hereafter referred to as "employing
companies."
The Plan is a defined contribution plan covering certain full-time
employees of the employing companies who have completed six months of service.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended (ERISA). The following description of the Plan reflects
all Plan amendments and is provided for general purposes only. Participants
should refer to the Plan document for more complete information.
The Plan is administered by the Pension Committee appointed by and acting
on behalf of the Board of Directors of FOCC. Pursuant to the Plan's trust
agreement, an independent trustee (Trustee) maintains custody of the Plan's
assets. The Boston Safe Deposit and Trust Company serves as the independent
trustee.
(b) Basis of Presentation
The accompanying financial statements of the Plan have been prepared on an
accrual basis using fair values for investments. The fair values of investments
are based on closing market quotations or listed redeemable values. Security
transactions are recorded on a trade date basis.
(c) Expenses Relating to Investment Securities
Expenses relating to the purchase or sale of investment securities are
added to the cost or deducted from the proceeds, respectively.
(d) Expenses of Administering the Plan
All costs and expenses incurred in administering the Plan, including the
fees and expenses of the Trustee, the fees of its counsel and other
administrative expenses, are the responsibility of the employing companies
through June 30, 1994. Beginning July 1, 1994 all external costs and expenses
incurred in administering the Plan are the responsibility of the Plan's
participants.
(e) Contributions
Participants may elect to contribute up to 10% of their basic compensation
to the Plan. The employing company will contribute an amount equal to the lesser
of the amount contributed by the participant or 5% of the participant's basic
compensation. Employing company contributions are reduced by participants'
forfeitures.
(f) Investment Program and Vesting
The Trustee of the Plan by law retains responsibility for the investments
of the Plan. Consistent with the fiduciary standards of ERISA, safeguards are
adhered to in protecting the interests of Plan participants and their
beneficiaries.
A participant may direct the proportions of his or her allotments, employer
contributions, and any earnings received by the Trustee for his or her account
into a money market fund, government securities fund, or the Class A common
stock of FINA, Inc. In the absence of direction, all amounts will be held in
cash
F-3
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AMDEL INC. EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
without interest. Participants become completely vested in contributions of the
employing companies upon five years of service with the company.
A description of such rights and provisions and an explanation of the
treatment of forfeitures and other matters are contained in the Plan document.
Participation in each investment option at December 31, 1995 and 1994 is
presented below. The sum of participation by investment option is greater than
the total number of Plan participants because participation is allowed in more
than one option.
A summary of participants by investment options follows:
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<CAPTION>
1995 1994
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<S> <C> <C>
FINA, Inc. Class A common stock................................. 75 54
Government securities fund...................................... 26 28
Money market fund............................................... 229 230
</TABLE>
(g) Withdrawals
A participant may withdraw securities and cash attributable to his or her
allotments at any time. Withdrawal of any part of the amounts attributable to
the employing companies' contributions, except on retirement under the Amdel
Inc. Noncontributory Retirement Plan, death or disability, is contingent upon
completion of five years of service. Any amounts not eligible for withdrawal due
to employee termination are forfeited and applied to reduce subsequent employing
companies' contributions. In certain circumstances, amounts forfeited may be
restored to terminated employees who are subsequently reemployed provided they
repay the amount previously withdrawn or distributed.
Withdrawals in cash and in kind in the accompanying financial statements
represent the fair value of the assets at date of distribution.
(h) Form 5500 Reconciliation
The net assets available for plan benefits and withdrawals reported in the
Plan's Form 5500 are different from the corresponding amount reported in the
accompanying financial statements by $786,289 and ($33,735), respectively, as of
and for the year ended December 31, 1995 and $752,554 and $47,611, respectively,
as of and for the year ended December 31, 1994. These differences relate to the
classification of withdrawals currently payable to participants.
(i) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(2) FEDERAL INCOME TAXES
The Plan has obtained from the Internal Revenue Service a determination
letter dated August 18, 1995 indicating that the Plan qualifies under the
provisions of Section 401(a) of the Internal Revenue Code and, accordingly, is
exempt from Federal income taxes under Section 501(a). The United States Federal
income tax status of the participants with respect to their contributions to the
Plan is described in information submitted to the participants and subject to
certain limitations.
F-4
<PAGE> 7
AMDEL INC. EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(3) PLAN TERMINATION
Although they have not expressed any intent to do so, the employing
companies have the right under the Plan to discontinue their contributions at
any time and to terminate the Plan subject to the provisions of ERISA. In the
event of Plan termination, participants will become 100% vested in their
accounts.
F-5
<PAGE> 8
SCHEDULE 1
AMDEL INC. EMPLOYEE INVESTMENT PLAN
ITEM 27(A) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
IDENTITY OF DESCRIPTION OF NUMBER OF CURRENT
MARKETABLE INVESTMENT INVESTMENT SHARES/UNITS COST VALUE
- --------------------------------------- ------------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
FINA, Inc. Class A common stock........ Common Stock 13,131 $ 511,902 $ 663,116
The Boston Company Intermediate
Government Securities Fund........... Government 19,986 254,015 257,421
Securities Fund
TBC Inc. Pooled Employee Daily
Liquidity Fund....................... Money Market Fund 1,914,139 1,914,139 1,914,139
---------- ----------
$2,680,056 $2,834,676
========== ==========
</TABLE>
See accompanying independent auditors' report.
F-6
<PAGE> 9
SCHEDULE 2
AMDEL INC. EMPLOYEE INVESTMENT PLAN
ITEM 27(D) -- SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
CURRENT VALUE
NUMBER OF ASSET ON
OF PURCHASE SELLING LEASE EXPENSES COST OF TRANSACTION NET
DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE RENTAL INCURRED ASSET DATE (LOSS)
- ---------------------------- ------------ ---------- ---------- ------ -------- ---------- ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Purchases:
FINA, Inc. Class A common
stock.................. 12 $ 234,981 $ -- $ -- $ -- $ 234,981 $ 234,981 $ --
TBC Inc. Pooled Employee
Daily Liquidity Fund... 68 1,374,603 -- -- -- 1,374,603 1,374,603 --
Sales:
FINA, Inc. Class A common
stock.................. 2 -- 23,938 -- -- 24,189 23,938 (251)
TBC Inc. Pooled Employee
Daily Liquidity Fund... 64 $ -- $1,228,555 $ -- $ -- $1,228,555 $ 1,228,555 $ --
</TABLE>
See accompanying independent auditors' report.
F-7
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[LOGO KPMG Peat Marwick LLP]
CONSENT OF INDEPENDENT AUDITORS
The Plan Committee
Amdel Inc. Employee Investment Plan:
We consent to incorporation by reference in the Registration Statement (No.
2-49321) on Form S-8 of FINA, Inc. of our report dated April 4, 1996, relating
to the statements of net assets available for plan benefits of the Amdel Inc.
Employee Investment Plan as of December 31, 1995 and 1994, and the related
statements of changes in net assets available for plan benefits for the years
then ended, and the related supplemental schedules, which report appears in the
December 31, 1995 annual report on Form 11-K of the Amdel Inc. Employee
Investment Plan.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Dallas, Texas
April 23, 1996
Member Firm of
[LOGO] Klynveld Peat Marwick Goerdeler
<PAGE> 11
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMDEL INC.
EMPLOYEE INVESTMENT PLAN
/s/ CULLEN M. GODFREY
---------------------------------
Cullen M. Godfrey
Vice President, Secretary and
General Counsel of the Registrant
Dated: April 12, 1996
