<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FINA, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
FINA, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
FINA, INC.
FINA PLAZA
DALLAS, TEXAS 75206
NOTICE OF ANNUAL MEETING OF SECURITY HOLDERS
TO BE HELD APRIL 17, 1996
To the Security Holders of
FINA, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Security Holders of FINA,
Inc. will be held at the DoubleTree Hotel, 8250 North Central Expressway,
Dallas, Texas 75206; on the 17th day of April, 1996 at 4 o'clock in the
afternoon to consider and act upon the following matters:
1. To elect eight directors for the ensuing year to serve until their
respective terms expire and until their respective successors have been
duly elected and qualified; and
2. To transact such other business as may properly come before the
meeting.
The Board of Directors fixed the close of business on March 6, 1996, as the
record date for the determination of security holders entitled to notice of and
to vote at the meeting and a list of security holders entitled to notice and to
vote will be available for inspection at the principal office of the Company
prior to the meeting and will be available at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE EARNESTLY REQUESTED TO
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT WITHOUT DELAY IN THE ENCLOSED
ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
CULLEN M. GODFREY
Secretary
Dallas, Texas
March 7, 1996
<PAGE> 3
FINA, INC.
FINA PLAZA
DALLAS, TEXAS 75206
PROXY STATEMENT
FOR
ANNUAL MEETING OF SECURITY HOLDERS
TO BE HELD APRIL 17, 1996
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of FINA, Inc., formerly named American Petrofina,
Incorporated, for use at the Annual Meeting of Security Holders of the Company
to be held on April 17, 1996. Discretionary authority to vote unmarked Forms of
Proxy is being solicited and unmarked proxies will be voted FOR proposals in the
discretion of the Proxy Committee. Omnibus Proxies which are marked to abstain
and non-votes by brokers are counted for purposes of quorum only. Any proxy
given by a security holder may be revoked at any time before it is exercised by
giving written notice of revocation to the Secretary. Copies of this statement
and form of proxy are expected to be first provided to security holders on or
about March 15, 1996.
At the close of business on March 6, 1996, the record date for the meeting,
the Company had outstanding and entitled to vote 29,211,272 shares of Class A
Common Stock and 2,000,000 shares of Class B Common Stock. Except as otherwise
provided in Article FOURTH of the Certificate of Incorporation of the Company,
each share of Class A and Class B Common Stock is entitled to one vote. Class B
Common Stock is not publicly traded. Only security holders of record at the
close of business on March 6, 1996, are entitled to vote at the April 17, 1996
meeting.
Article FOURTH of the Certificate of Incorporation provides that on any
vote for the election of directors the holders of record of the Class B Common
Stock shall be entitled, voting separately as a class, to elect the smallest
number comprising more than half of the directors to be elected, and the
remaining directors shall be elected by the holders of record of the Class A
Common Stock, voting separately as a class. In accordance with that provision of
Article FOURTH, at the Annual Meeting the holders of record of the Class B
Common Stock will be entitled to elect five directors and the holders of record
of the Class A Common Stock will be entitled to elect three directors.
Affiliates of the Company control more than three-quarters of the Class A
and Class B Common Stock, and thereby are entitled to the deciding voting
rights. Therefore, all proposals and elections offered to security holders will
be approved regardless of whether or how unaffiliated security holders may or
may not vote.
Included in the table below is information relating to the beneficial
owners of more than 5% of the outstanding Class A and Class B Common Stock of
the Company as of March 6, 1996.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP CLASS
- --------------------------- -------------------------------------- ---------- ----------
<S> <C> <C> <C>
Class A Common Stock....... Petrofina Delaware, Incorporated 24,796,112 84.89%
Fina Plaza
Dallas, TX 75206
Boston Safe Deposit and Trust Company 1,538,142 5.26%
One Boston Place
Boston, Mass. 02108
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP CLASS
- --------------------------- -------------------------------------- ---------- ----------
<S> <C> <C> <C>
Class B Common Stock....... Petrofina Delaware, Incorporated 2,000,000 100%
Fina Plaza
Dallas, TX 75206
</TABLE>
PetroFina S.A., a publicly held corporation organized under the laws of the
Kingdom of Belgium, owns 100% of American Petrofina Holding Company, 1209 Orange
Street, Wilmington, Delaware, which owns 75% of Petrofina Delaware,
Incorporated. The remaining 25% of Petrofina Delaware, Incorporated's stock is
owned by PetroFina S.A. In each such case, beneficial ownership includes both
sole voting and investment powers. All of the directors of Petrofina Delaware,
Incorporated and American Petrofina Holding Company are officers or employees of
the Company or of PetroFina S.A. More than 5% of the common stock of PetroFina
S.A. is controlled by Groupe Bruxelles Lambert S.A. (and related companies) and
Societe Generale de Belgique S.A. (and related companies).
On March 6, 1996, Boston Safe Deposit and Trust Company, as Trustee for the
FINA Capital Accumulation Plan ("FINA Plan") and as Trustee for the Amdel Inc.
Employee Investment Plan ("Amdel Plan") owned for the accounts of participants
in the FINA Plan and participants in the Amdel Plan an aggregate of 1,538,142
shares of Class A Common Stock (representing more than 5% of this Class), and,
as Trustee, has the right to vote these shares and has investment power over
these shares. This Trustee is a subsidiary of Dreyfus Service Corporation which
is affiliated with Mellon Bank.
At the close of business on March 6, 1996, there were registered in the
name of "Petrofina B.D.R. Account" 992,225 shares of Class A Common Stock
(representing less than 5% of this Class) against which there are outstanding
bearer deposit receipts which are publicly held. Such shares are voted according
to the instructions of various beneficial owners. If such instructions are not
given, PetroFina S.A. will vote the shares at its discretion.
Included in the table below is information relating to ownership of Class A
Common Stock of directors and officers at February 12, 1996:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP CLASS
- --------------------- ------------------------ ------------- -------------
<S> <C> <C> <C>
Class A Common Stock Francois Cornelis 200 shares less than 1%
Class A Common Stock Ron W. Haddock 17,843 shares(1)(2) less than 1%
Class A Common Stock Paul D. Meek 205 shares less than 1%
Class A Common Stock Neil A. Smoak 2,853 shares(1)(2) less than 1%
Class A Common Stock H. Patrick Jack 1,200 shares(1) less than 1%
Class A Common Stock Michael J. Couch 3,751 shares(1)(2) less than 1%
Class A Common Stock Cullen M. Godfrey 3,121 shares(1)(2) less than 1%
Class A Common Stock All Directors and
Officers as a group 41,263 shares(2)(3) less than 1%
</TABLE>
- ---------------
(1) Included in this amount are the following shares relating to exercisable
stock options: 4,000 as to Mr. Haddock, 2,000 as to Mr. Smoak, 1,200 as to
Mr. Jack, 1,600 as to Mr. Couch and 1,000 as to Mr. Godfrey.
2
<PAGE> 5
(2) Included in this amount are the following shares held on December 31, 1995,
by the Trustee of the FINA Capital Accumulation Plan, a 401(k) plan: 3,843
as to Mr. Haddock, 53 as to Mr. Smoak, 2,151 as to Mr. Couch, 2,051 as to
Mr. Godfrey and 17,539 as to all officers as a group. Directors who are not
employees do not participate in the 401(k) plan.
(3) Included in this amount are 12,800 shares under currently vested
exercisable stock options.
Included in the table below is information relating to ownership of
PetroFina S.A. Common Stock as of December 31, 1995 except as otherwise noted:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME OF BENEFICIAL BENEFICIAL PERCENT OF
TITLE OF CLASS OWNER OWNERSHIP CLASS
- ---------------------------- ----------------------- ------------- -------------
<S> <C> <C> <C>
PetroFina S.A. Common Stock Francois Cornelis 1,401 shares less than 1%
PetroFina S.A. Common Stock Axel de Broqueville 1,609 shares less than 1%
PetroFina S.A. Common Stock Michel Marc Delcommune 471 shares less than 1%
PetroFina S.A. Common Stock Ron W. Haddock 2,308 shares(1) less than 1%
PetroFina S.A. Common Stock Jose G. Rebelo 1,137 shares less than 1%
PetroFina S.A. Common Stock Neil A. Smoak 503 shares(2) less than 1%
PetroFina S.A. Common Stock H. Patrick Jack 47 shares(2) less than 1%
PetroFina S.A. Common Stock Michael J. Couch 257 shares(2) less than 1%
PetroFina S.A. Common Stock Cullen M. Godfrey 184 shares(2) less than 1%
PetroFina S.A. Common Stock All Directors and
Officers as a group 10,360 shares less than 1%
</TABLE>
- ---------------
(1) The Trustee of the FINA Capital Accumulation Plan held 431 shares of this
amount on Mr. Haddock's behalf as of December 31, 1995.
(2) The Trustee of the FINA Capital Accumulation Plan held these shares on
Messrs. Smoak, Jack, Couch and Godfrey's behalf as of December 31, 1995. In
addition, Mr. Godfrey owns 17 shares direct.
In March 1991, PetroFina S.A. issued warrants allowing holders to purchase
two shares of its common stock at 10,000 BF each (app. $294.30 each at time of
issuance). On February 7, 1996 the value of PetroFina S.A. common stock was
8,640 BF each (app. $284.51 each). The warrants are exercisable through 1996.
The Company is informed that on January 31, 1996 Mr. Cornelis was holder of
1,150 warrants, Mr. de Broqueville of 1,078 warrants, Mr. Delcommune of 703
warrants, Mr. Rebelo of 462 warrants and Mr. Haddock of 500 warrants.
VOTING PROCEDURES
Votes will be counted by Corporation Trust Company of Delaware as Forms of
Proxies are received from shareholders. Voting is not cumulative. Each common
share is entitled to one vote. Unmarked Forms of Proxy will be voted FOR
proposals in the discretion of the Proxy Committee. Abstentions are treated as
withheld or abstained votes and are counted only for purposes of obtaining a
quorum. Broker non-votes are also counted only for purposes of obtaining a
quorum. All matters discussed herein are expected to be approved as the majority
security holder has indicated it will vote in favor of each proposal.
3
<PAGE> 6
ELECTION OF DIRECTORS
Proxies received from Class A holders of record will be voted at the
meeting by Ron W. Haddock or Cullen M. Godfrey, and each or either of them, who
constitute the Class A Proxy Committee, in favor of the election as directors of
the Company of Ernesto Marcos, Patricia M. Wallington and Ron W. Haddock unless
security holders withhold authority to vote or specify in their proxies a
contrary choice. Proxies received from the Class B holder of record by the Class
B Proxy Committee, consisting of Ron W. Haddock or Cullen M. Godfrey, and each
or either of them, will be voted at the meeting in favor of the election as
directors of the Company of Francois Cornelis, Axel de Broqueville, Michel Marc
Delcommune, Paul D. Meek and Jose G. Rebelo. Petrofina Delaware, Incorporated
has indicated that it will vote in favor of the election of each of these
nominees. All directors are elected to serve until the next Annual Meeting of
Security Holders and until their respective successors are elected and qualify.
In the event that any of the nominees shall be unavailable, the applicable Proxy
Committee is authorized to substitute one or more nominees, although management
has no reason to anticipate that this will occur.
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
Certain information is given below with respect to each nominee for
election as director. All of these nominees are members of the present Board of
Directors, having been elected at the last meeting of security holders or
elected by a majority of the Board to replace resigning directors. The statement
as to Class A Common Stock of the Company beneficially owned is based upon
information furnished by each nominee. Each nominee beneficially owns less than
1% of the outstanding shares of Class A Common Stock.
<TABLE>
<CAPTION>
SERVED AS
DIRECTOR
SINCE DATE
NOMINEE FOR DIRECTOR AGE PRINCIPAL OCCUPATION DURING 1995 LISTED BELOW
- ------------------------------ ---- ------------------------------------- ------------------
<S> <C> <C> <C>
Francois Cornelis............. 46 Chief Executive Officer and Vice April 17, 1985
Chairman of PetroFina S.A.
Axel de Broqueville........... 52 Executive Director of PetroFina S.A. April 11, 1990
Michel Marc Delcommune........ 47 Executive Director of PetroFina S.A. August 16, 1995
Ron W. Haddock................ 55 President and Chief Executive Officer December 17, 1987
of the Company
Ernesto Marcos................ 51 Consultant October 19, 1995
Paul D. Meek.................. 65 Chairman of the Board of the Company July 10, 1968
Jose G. Rebelo................ 57 General Manager of PetroFina S.A. February 22, 1996
Patricia M. Wallington........ 57 Corporate Vice President and Chief April 20, 1995
Information Officer of Xerox
Corporation
</TABLE>
Mr. Cornelis was elected Chief Executive Officer of Petrofina, S.A. on May
11, 1990 and Vice Chairman of PetroFina S.A. on May 13, 1991, having served as
Executive Director and General Manager from May 1986 and May 1984, respectively.
From October 1983 until May 1984 he served as Vice President of the Company.
Prior to that time he served as Assistant to the President of the Company since
January 1983. Prior to that time, he served as Assistant Manager in the
exploration and production department and as European refining and supply
operation coordinator with PetroFina S.A.
Mr. de Broqueville has held his present position since May 12, 1989. Prior
to that time he was General Manager of PetroFina S.A. for at least the preceding
five-year period. He was Vice President of the Company from April 16, 1980 until
October 31, 1983 managing the Company's supply and transportation needs.
4
<PAGE> 7
Mr. Delcommune has held his present position since May 1992. Prior to that
time, he was Senior Vice President and Chief Financial Officer of PetroFina S.A.
He directs the negotiation and consummation of many sophisticated financial
transactions worldwide.
Mr. Haddock was elected President and Chief Executive Officer effective
January 1, 1989, having served as Executive Vice President and Chief Operating
Officer since June 1986. Prior to that time he was an officer and a director of
Esso Eastern, an Exxon subsidiary, for the preceding three years.
Mr. Meek was first elected Chairman of the Board of the Company in October
1984. He was President and Chief Executive Officer from April 1983 to June 1986.
Prior to that time, he was President and Chief Operating Officer since 1976. Mr.
Meek retired from active employment with the Company on June 1, 1989. He served
as a Commissioner of the Public Utility Commission of Texas from November 1989
to April 1992.
Dr. Marcos is President of E. Marcos & Associates, A.C. since 1995. Prior
to that time, he was Chief Financial Officer of PEMEX from 1989 until 1994. He
advises clients in the energy industry as to many aspects of business in Mexico.
Mr. Rebelo has held his present position since 1992. Prior to that time, he
was Assistant General Manager of PetroFina S.A. He is currently the principal
executive officer of the exploration and production efforts of PetroFina S.A.
Ms. Wallington has been Corporate Vice President and Chief Information
Officer of Xerox Corporation since 1989. She currently has responsibility to
direct and manage Xerox Corporation's information systems.
MEETING AND DIRECTOR COMPENSATION INFORMATION
The Board of Directors in 1995 held five regular meetings and one consent
meeting. All directors other than Messrs. Cornelis and de Broqueville attended
at least 75% of the total number of meetings of the Board of Directors and
committee meetings of which they were members during their terms of service.
None of the directors who did not attend at least 75% of the meetings, other
than Mr. Cornelis, served on any committee of the Board of Directors. The
Company currently pays $1,000 to directors for each Board of Directors' meeting
attended and $1,000 to committee members for each committee meeting attended.
During 1995, Directors who were not active employees of the Company received a
fee equalling $20,004 per year.
The Board of Directors has an Audit Committee, which in 1995 consisted of
Messrs. David C. Treen, Patricia M. Wallington and Robert L. Mitchell. The
Committee met two times in 1995 to review with the Company's independent public
accountants the Company's accounting procedures and the Company's audit. Mr.
Mitchell retired from the Board in August 1995, and in October 1995, Dr. Marcos
was designated to replace him. No committee meeting was held in 1995 following
Dr. Marcos' election.
The Board of Directors also has a Compensation Committee, which in 1995
consisted of Messrs. Treen, Mitchell and Cornelis. The Committee held one
meeting in 1995 to review the Company's salaries, bonuses and benefits for
officers and other key employees. In February 1996, Patricia M. Wallington was
designated as Chairman of the Compensation Committee.
The Board of Directors does not have a nominating committee. The Board of
Directors nominates the Directors to represent the Class A Common Stockholders.
Petrofina Delaware, Incorporated advises the Board of its nominees to represent
the Class B Common Stock.
5
<PAGE> 8
INFORMATION CONCERNING OFFICERS
Mr. Ron W. Haddock was elected President and Chief Executive Officer
effective January 1, 1989, having served as Executive Vice President and Chief
Operating Officer since June 1986. Prior to that time he was an officer and a
director of Esso Eastern, an Exxon subsidiary, for at least the previous
three-year period.
Mr. Paul D. Meek was elected Chairman of the Board in October 1984 having
served as President and Chief Executive Officer from April 1983 to June 1986. He
served as President and Chief Operating Officer since 1976, and was a Vice
President of the Company from 1968 to 1976. He is now retired from active
employment with the Company. He served as a Commissioner of the Public Utility
Commission of Texas from November 1989 to April 1992.
Mr. Yves Bercy was elected Vice President and Chief Financial Officer
effective July 1, 1993 and was additionally elected as Treasurer in April 1994.
He is also a director and Vice President of Petrofina Delaware, Incorporated.
Prior to that time he was Executive Assistant to the principal financial officer
of PetroFina S.A. since 1991 and served as principal accounting officer of
PetroFina S.A. beginning in 1985.
Mr. Cullen M. Godfrey was elected Senior Vice President, Secretary and
General Counsel effective April 1995. Prior to that time, he was Vice President
of the Company since August 1990. He is also a Vice President of Petrofina
Delaware, Incorporated. He has managed the Company's Security Department since
August 1990 and Public Affairs Department since July 1994.
Mr. M. J. Couch was elected as Senior Vice President in April 1995. He
served as Vice President from April 1984. His principal duties in fiscal 1995
were to manage the refining and marketing activities associated with the
Company's Southeastern Business Unit. He formerly served as Vice President since
April 1984 and as General Manager of Supply and Transportation and Manager of
Raw Materials since joining the Company in 1977.
Mr. H. Patrick Jack was elected Senior Vice President in April 1995. From
February 1985 Mr. Jack was General Manager of Chemicals Marketing until his
promotion to Vice President in August 1989. His principal duty is to manage the
chemicals business of the Company.
Mr. Neil A. Smoak was elected Senior Vice President in April 1995. Prior to
that time he was elected Vice President in April 1986 and also was the manager
of the Oklahoma City regional exploration and production office from 1983 until
1986. His principal duty is to manage the exploration and production activities
of the Company.
Mr. Michel Daumerie was elected Vice President effective April 1995. Prior
to that time, he was manager of technology for the Company since 1988. His
principal duty is to manage the laboratory research of the Company.
Mr. Richard C. Lindley was elected Vice President effective April 1995.
Prior to that time, he was general manager of the Company's natural gas
business. His principal duty is to manage the natural gas marketing business of
the Company.
Mr. Jeff D. Morris was elected Vice President effective April 1995. Prior
to that time, he was general manager of the Company's Big Spring, Texas,
Refinery. His principal duty is to manage the refining and marketing activities
associated with the Company's Southwestern Business Unit.
Mr. S. Robert West was elected Vice President in May 1983 and served
additionally as Controller from May 1983 through December 1991. His principal
duty is to manage the Information Systems and Internal Audit Departments of the
Company. Additionally, he is responsible for training and development.
6
<PAGE> 9
Mr. Kevin A. Rupp was elected Controller effective April 1995. Prior to
that time, he was Coordinator of Corporate Planning for the Company from 1992
and a Division Controller from October 1989.
Mr. James D. Grier was elected Controller effective January 1, 1992, and
was the principal accounting officer of the Company. He resigned in April 1995.
He was formerly a partner with the accounting firm of KPMG Peat Marwick LLP for
at least the preceding five-year period.
Ms. Linda Middleton was elected Assistant Secretary in August 1984. Her
principal duty is to assist the Corporate Secretary.
Pursuant to 405(a) of Regulation S-K, the Company has learned from an
examination of Form 4's that no officers or directors filed late reports on Form
4 in 1995.
INFORMATION CONCERNING CUMULATIVE TOTAL RETURN
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL STOCK PRICE AND DIVIDEND
PERFORMANCE OF COMPANY, PEER GROUP AND BROAD MARKET
<TABLE>
<CAPTION>
AMERICAN
MEASUREMENT PERIOD PETROLEUM STOCK
(FISCAL YEAR COVERED) FINA, INC. REFINING EX-CHANGE
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 89.92 107.42 123.17
1992 81.00 106.30 124.86
1993 97.06 127.71 148.34
1994 101.53 136.25 131.04
1995 158.19 175.87 168.90
</TABLE>
The chart above reflects the price and dividend performance of the
Company's Class A Common Stock relative to the composite of American Stock
Exchange companies and to all companies listed in the Standard Industry
Classification (SIC) Code 2911 composite of "Petroleum Refining" companies. SIC
Code 2911 is comprised of approximately 52 companies including Exxon Corp.,
Ashland Oil Inc., Kerr McGee Corp., Chevron Corp., Atlantic Richfield Company,
Mobil Corp. and Phillips Petroleum Co. The base year of 1990 is
7
<PAGE> 10
held constant at 100 with all dividends paid and market increases added each
year. If a company paid no dividends and had no change in market value since
1990, its base of 100 would not change.
Each data point has been weighted for the market capitalization of the
companies comprising SIC Code 2911. A copy of a listing of all companies
comprising the group will be provided without charge to any security holder upon
request to the Company.
EXECUTIVE COMPENSATION
The following tabulation sets forth the aggregate compensation paid or
accrued during the fiscal year ended December 31, 1995, to the President and
Chief Executive Officer and each of the four highest paid executive officers for
services to the Company and its subsidiaries:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------- --------------------- -------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
- ------------------------ ----- ------- ------- ------- ---------- -------- ------- -------
OTHER ALL
ANNUAL RESTRICTED OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION AWARD(S) SARS PAYOUTS SATION
POSITION YEAR ($) ($)(1) ($) ($) (#)(2) ($) ($)
- ------------------------ ----- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ron W. Haddock 1995 500,202 -- -- -- -- -- 48,502(3)
President and Chief 1994 478,872 135,000 -- -- -- -- 33,591
Executive Officer 1993 479,182 80,000 -- -- -- -- 23,674
Neil A. Smoak 1995 266,196 -- -- -- -- -- 21,267(4)
Senior Vice 1994 249,119 50,000 -- -- -- -- 17,758
President 1993 247,357 35,000 -- -- -- -- 19,533
H. Patrick Jack 1995 249,781 -- -- -- -- -- 18,514(5)
Senior Vice 1994 219,518 80,000 -- -- -- -- 15,051
President 1993 203,512 40,000 -- -- -- -- 16,043
Michael J. Couch 1995 217,004 -- -- -- -- -- 15,611(6)
Senior Vice President 1994 197,017 50,000 -- -- -- -- 13,702
1993 195,403 18,000 -- -- -- -- 15,555
Cullen M. Godfrey 1995 210,576 -- -- -- -- -- 16,183(7)
Senior Vice President, 1994 193,405 40,000 -- -- -- -- 14,112
General Counsel 1993 192,993 18,000 -- -- -- -- 13,876
and Secretary
</TABLE>
- ---------------
(1) An incentive compensation plan for fiscal 1995, which is a function of the
financial results of the Company and each line of business, is expected to
result in payments in lieu of bonuses to executive officers. The payments
are incalculable at the time of publication of this document as the
relative results of other companies which are to be used in the payment
calculation have not been published. Any such payments may be subject to
adjustment based upon the recommendation of the Compensation Committee.
(2) No options were awarded during the three-year period.
8
<PAGE> 11
(3) Includes the following for fiscal 1995: $33,242 under the Company's
restoration plan, life insurance over $50,000 of $6,260 and the Company's
$9,000 matching contribution to the 401(k) plan. The value of the pension
restoration portion of the Restoration Plan is set forth herein in the
retirement table.
(4) Includes the following for fiscal 1995: $10,768 under the Company's
Restoration Plan, reimbursement of $275 tax preparation fee, life insurance
over $50,000 of $1,224 and the Company's $9,000 matching contribution to
the 401(k) plan. The value of the pension restoration portion of the
Restoration Plan is set forth herein in the retirement table.
(5) Includes the following for fiscal 1995: $8,848 under the Company's
Restoration Plan, life insurance over $50,000 of $666 and the Company's
$9,000 matching contribution to the 401(k) plan. The value of the pension
restoration portion of the Restoration Plan is set forth herein in the
retirement table.
(6) Includes the following for fiscal 1995: $6,043 under the Company's
Restoration Plan, life insurance over $50,000 of $568 and the Company's
$9,000 matching contribution to the 401(K) plan. The value of the pension
restoration portion of the Restoration Plan is set forth herein in the
retirement table.
(7) Includes the following for fiscal 1995: $5,375 under the Company's
Restoration Plan, reimbursement of $275 tax preparation fee, life insurance
over $50,000 of $1,533 and the Company's $9,000 matching contribution to
the 401(K) plan. The value of the pension restoration portion of the
Restoration Plan is set forth herein in the retirement table.
Amounts are not included for Pension Plan (described herein) contributions
per employee or officers as a group since such contributions cannot be
separately and individually calculated and no contribution was due by the
Company to the Pension Plan for 1995. Compensation used to determine benefits
under the Pension Plan for employees is a formula based on average total
compensation for the highest three consecutive years of the last ten years of
employment prior to retirement and the highest five consecutive years of the
last ten years as to bonus. Payments made under the incentive program will not
be includable in pension calculations.
In March 1991, an affiliate of the Company's majority security holder,
PetroFina S.A., sold bonds valued at 10,000 BF each (app. $294.30 each at time
of issuance) in the quantity of 500 to Ron W. Haddock and 560 to Yves Bercy. The
affiliate arranged for a financial institution to loan the amount needed to
purchase the bonds to the buyers. The interest rate paid on the bonds by the
affiliate to the buyer is nearly equal to the interest rate charged by the bank
to buyers, and is considered a nominal gain, if any. There is no expected gain
from the warrants which accompanied each bond. Each warrant allows the buyer to
purchase two shares of the affiliate's common stock at 10,254 BF each through
1996. The stock is restricted from trading for 2 years. The market price on
February 7, 1996 of the affiliate's common stock was 8,640 BF each (app. $284.51
each). No gain has occurred.
An agreement providing supplemental retirement benefits between the Company
and Ron W. Haddock provided that upon retirement at age 55 or later, his
retirement benefit will equal 1.6% of base salary and bonuses over any
thirty-six consecutive month period out of the ten-year period preceding
retirement during which such earnings are the highest multiplied by the number
of completed years of service to the industry from June 11, 1963 to his date of
retirement from the Company. The agreement was amended in fiscal 1993 to vest
these benefits immediately. This determined benefit will then be reduced by a
portion of social security benefits, annuities payable by a previous employer,
benefits from the Company's Pension Plan and retirement benefits from the
Company's Restoration Plan. Amounts payable hereunder are currently
undeterminable. The fiscal 1995 incentive payment will be includable in his
pension calculation under the terms of the agreement. Under this arrangement,
the supplemental benefit which would have been owed by the Company in fiscal
1995 was $122,072.
9
<PAGE> 12
In 1995 the Company provided certain employees with automobiles and club
memberships for use in the Company's business. Beginning January 1, 1985,
nonessential automobiles were deleted from the fleet. Currently, no directors
and only one officer, Mr. Daumerie, are furnished automobiles. Records are kept
to conform to the provisions of the Deficit Reduction Act of 1984. Such officers
and employees may, from time to time, make incidental personal use of club
facilities, but the Company does not require such individuals to maintain
records with respect thereto. The Company provided income tax preparation
service by its independent public accountants to Messrs. Meek, Bercy, Godfrey,
Smoak, Lindley and West in 1995 and reimbursed Mr. Haddock for expenses
associated with income tax preparation. The amounts set forth above as
compensation do not reflect personal benefits which may have been derived by
officers and directors. After reasonable inquiry, the Company has concluded that
the amounts involved, if they could be accurately determined, would be less than
$50,000 in the case of each officer or director.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is appointed by the Board of Directors in April
of each year. During 1995, there were three members of the Committee. Mr. David
C. Treen, an outside director, was Chairman of the Committee and served in this
capacity since April 1985. Additional members were Mr. Robert L. Mitchell, an
outside director, and Mr. Francois Cornelis, an executive of PetroFina S.A. and
former employee of the Company. The members of the Committee served since at
least 1990. There were no transactions with management or other items required
to be disclosed under Item 404 of Regulation S-K with respect to the Committee
members. Both Messrs. Treen and Mitchell have now retired from the Board.
Compensation Philosophy and Objectives
The Company's total compensation philosophy for executives is to provide a
competitively based program with an overall objective of creating value for the
Company's shareholders. The compensation program is designed and administered to
achieve the following objectives: (a) to maintain a stable, successful
management team motivated to provide good long-term shareholder returns; (b) to
reward executives based on Company performance, as well as individual
performance, with a significant portion of executive compensation "at risk",
particularly for senior executives; and (c) to provide a compensation system
that appropriately balances short-term and long-term considerations.
Compensation Components
For fiscal 1995, the Company's compensation program consisted of: (i) base
salary, (ii) incentive compensation participation as to executive officers,
(iii) matching contributions under the FINA Capital Accumulation Plan, a 401(k)
plan, (the "FINA Plan"), and (iv) accruals under a restoration plan.
Base Salary -- The base salary levels of Executive Officers are reviewed
annually each April to determine whether they are competitive by comparison with
information from a peer group of companies that participate in the "Petroleum
Industry Executive Compensation Comparison" (hereinafter referred to as PIECC)
survey group. The PIECC companies are closely aligned to the asset/revenue size
of the Company and aligned by industry. The SIC code companies used in the
performance graph on page 7 range broadly in asset/revenue size and are not
grouped by this criteria as are PIECC companies. There are 27 PIECC companies
including: Amerada Hess, Anadarko Petroleum, Diamond Shamrock, Enron Oil & Gas,
Freeport McMoRan Oil & Gas, Kerr McGee, Maxus Energy, Meridian Oil, Oryx Energy,
Placid Oil, Sonat Exploration, Tesoro Petroleum, and Valero Energy. The Chairman
of the Committee, or his or her designee, receives a memorandum from the
President and Chief Executive Officer as to salary recommendations for the Vice
Presidents and Department Heads reporting to the Chief Executive Officer. This
recommendation has been previously reviewed and
10
<PAGE> 13
approved by the majority security holder. After action by the Compensation
Committee, the salaries and incentive compensation payments, if any, are subject
to approval by the Board of Directors. There was no modification or rejection in
any material way by the Board of Directors of any decision of the Compensation
Committee.
An executive's base salary is heavily weighted by individual performance
and level and scope of responsibility. Executive Officers of the Company
received increases in base salary in fiscal 1995 that ranged from 6% to 15%. The
financial performance of the Company improved over the previous year. No
increase was given in fiscal 1994 to the executives other than for Mr. Jack who
was adjusted due to his low positioning against the PIECC group. Base salaries
for the Company's Executive Officers, including the named Executive Officers,
are generally at or below the average of the surveyed data.
Deferred Compensation -- In fiscal 1995, FINA had no executive deferred
compensation plan other than (i) the FINA Plan, a 401(k) qualified plan provided
to all then formally eligible employees, as defined in the plan document; (ii)
the Pension Plan, a defined benefit plan more fully described herein; and (iii)
a Restoration Plan which restores Pension Plan and FINA Plan benefits to
executives and employees reaching the maximum participation levels permitted by
law, currently $150,000 of salary. The FINA Plan is a broad-based pre-tax
savings plan which qualifies under 401(k) of the Internal Revenue Code
permitting eligible employees, not just executives, to defer a portion of their
compensation and encourage savings to provide additional financial security for
the future.
CEO Compensation
Mr. Ron W. Haddock has been President and Chief Executive Officer since
1989, and the offices of Chief Executive Officer and President have been
combined throughout that time. Only one salary is paid for the combined
positions. Mr. Haddock's compensation package takes into account the
relationship of the Company to PetroFina S.A. Annually, Mr. Haddock's salary is
reviewed in light of the Company's financial results in addition to utilizing
the PIECC survey used for other executives. Mr. Haddock did not receive a salary
increase in 1994, but did receive a 7.4% increase in 1995. No bonus has yet
occurred for fiscal 1995 and he is not entitled to any long-term incentive
payment for the period other than contributions and accruals under the FINA Plan
and the Restoration Plan described herein. With progressively improving
financial performance resulting in a bonus pool in 1994, Mr. Haddock received a
cash bonus early in 1995. Mr. Haddock's 1994 bonus was a function of the size of
the bonus pool, but the Compensation Committee also gave subjective
consideration to Mr. Haddock's experience, level and scope of responsibilities,
and his overall contribution to the success of the Company. Recognizing the
Company's financial performance in 1995, it is expected that Mr. Haddock will be
awarded an incentive bonus which will be paid at the same time as the
distributions to other executive officers pursuant to the incentive compensation
plan discussed below. The Compensation Committee reserves the right to determine
the final payment recommendation for Mr. Haddock.
Options and Incentive Payment Program
The most recent stock option plan of the Company expired by its terms in
1989. Options at $70.50 were awarded to Executive Officers and employees on a
discretionary basis prior to expiration. The price of the last grant was $70.50.
The price and number of shares were adjusted to $35.25 per share to reflect a
2-for-1 stock split in May 1995. At the date of this report an approximate $13
per share gain has occurred.
An incentive compensation plan was announced intended to cover all exempt
employees, including executive officers, for fiscal 1995. Payments under the
plan will be based on a formula which includes the overall financial performance
of the Company, the relative performance of the Company in comparison to the
11
<PAGE> 14
performance of ten other companies, the financial performance of the separate
lines of business, the relative performance to ten other companies in the same
line-of-business and an individual performance rating. Executive officers
reporting to the Chief Executive Officer will participate in the plan. Because
relative performance of the Company and each line of business can not be
measured until other comparable companies have announced earnings, the payment
amount is incalculable.
To calculate the incentive payments, an executive officer's individual
performance rating and the competitive total cash compensation target for his
individual position must be established. The resulting dollar amount for an
incentive target is then determined. That dollar amount is then multiplied by a
factor which is weighted 75% on overall corporate performance and 25% on
line-of-business performance. Overall corporate performance will be based on (i)
return on capital employed compared to ten companies: Amerada Hess Corp.,
Ashland Oil Inc., Coastal Corp., Kerr McGee Corp., Murphy Oil Corp., Occidental
Petroleum Corp., Phillips Petroleum Co., Sun Co Inc., Unocal Corp. and
USX-Marathon and; (ii) corporate financial performance above an annually
established minimum return on capital employed. The line-of-business performance
is based on (i) a target tied to that line-of-business' return on capital
employed and cost of capital, and; (ii) that line-of-business' return on assets
compared to ten companies in similar lines of business. A dividend paid-out
factor is used to cap the resulting pool of funds for all incentive payments.
While the Compensation Committee reserves the right to determine the final
incentive payment for each executive officer, the amount determined under the
incentive compensation plan will be a key factor considered by the Compensation
Committee when recommending final payments.
Summary
The Compensation Committee believes that the combination of base salary
paid in 1995 and incentive awards to be paid for 1995 based upon individual and
corporate performance provides a program which attracts and retains key
executives. The Company's financial performance allows making improvements to
the competitive position of incentive awards in 1995 compared to bonus payments
of the Executive Officers in fiscal 1994. Incentive awards to be paid for 1995
are directly related to the financial performance of the Company, i.e., net
earnings and performance rankings to other companies. The actual performance of
the Company for fiscal 1995 was $142 million before the effect of an accounting
change. After adjustment, results were a net of more than $100 million and
earnings per common share were greater than $3.00, although actual performance
was $142 million before the effect of an accounting change. The performance of
the Company for fiscal 1994 was a net of more than $100 million and earnings per
common share were greater than $3.00 (after adjustment for a 2-for-1 stock
split).
This Report has been submitted by the Compensation Committee: Francois
Cornelis and Patricia Wallington.
Other Benefit Related Matters
Inapplicability of the $1 Million Deduction Limit. Section 162(m) of the
Internal Revenue Code generally limits the corporate deduction for compensation
paid to Executive Officers to $1 million annually, unless certain requirements
are met. No modification of compensation programs is necessary as no Executive
Officer's compensation approaches $1 million annually.
Transactions with Management and Others. In 1995, there were no
transactions with management or others which are required to be disclosed.
Although the Company has joint venture interests with the majority security
holder and affiliates of PetroFina S.A., only administrative officers are common
to both companies, i.e. the Chief Financial Officer,
12
<PAGE> 15
General Counsel and Secretary. A description of the joint ventures is under the
caption "Transactions with Security Holders" herein.
Compensation Committee Interlocks and Insider Participation. Mr. Francois
Cornelis is a member of the Compensation Committee. He is an executive of an
affiliate, PetroFina S.A., currently serving as Chief Executive Officer and Vice
Chairman.
Pension Plan. The FINA Pension Plan ("Pension Plan") covers employees of
FINA, Inc. and certain subsidiaries. There were no amendments to the Pension
Plan during 1995.
An eligible employee begins to participate in the Pension Plan on the first
day of the month coincident with or next following completion of twelve
consecutive months of employment during which at least 1,000 hours of service
are credited to such employee. Pursuant to the Tax Reform Act of 1986, the
Company has elected to fully vest participants after five years of service. The
pension formula is offset by up to 50% of an employee's social security primary
insurance amount payable at age 65.
A participant reaches normal retirement age upon attainment of his or her
65th birthday. Married participants normally elect a joint and survivor annuity
as the method of receipt for benefits. Unmarried participants and those with
spousal consent may elect a benefit payable for their lifetime only or a reduced
benefit may be shared with an eligible beneficiary.
The following table shows annual retirement benefits under the Pension Plan
for participants retiring at age 65 in 1997 based on the highest 36 consecutive
months of salary and bonus during the previous ten years, and years of
participation, and using the social security tax base through December 31, 1995,
as shown:
Retiring at age 65 in 1997. Highest 36 consecutive monthly
compensation during the previous ten years ending December 31, 1995. Social
Security tax base through December 31, 1995.
The table below is set forth by compensation levels and increases in
existing compensation of a person will move them to the next level.
<TABLE>
<CAPTION>
ANNUAL RETIREMENT BENEFITS
- ------------------------------------------------------------------------------
YEARS OF PARTICIPATION
FINAL AVERAGE ------------------------------------------------------------
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 50,000 $ 9,005 $ 12,007 $ 15,009 $ 18,011 $ 21,387
75,000 15,193 20,257 25,322 30,386 35,825
100,000 21,380 28,507 35,634 42,761 50,262
150,000** 33,755 45,007 56,259 67,511 79,137
200,000** 46,130 61,507 76,884 92,261 108,012
250,000** 58,505 78,007 97,509 117,011 136,887*
300,000** 70,880 94,507 118,134 141,761* 165,762*
350,000** 83,255 111,007 138,759* 166,511* 194,637*
400,000** 95,630 127,507* 159,384* 191,261* 223,512*
450,000** 108,005 144,007* 180,009* 216,011* 252,387*
500,000** 120,380* 160,507* 200,634* 240,761* 281,262*
550,000** 132,755* 177,007* 221,259* 265,511* 310,137*
600,000** 145,130* 193,507* 241,884* 290,261* 339,012*
650,000** 157,505* 210,007* 262,509* 315,011* 367,887*
700,000** 169,880* 226,507* 283,134* 339,761* 396,762*
750,000** 182,255* 243,007* 303,759* 364,511* 425,637*
</TABLE>
13
<PAGE> 16
- ---------------
* The maximum benefit limitation established by IRC Section 415(b) is $120,000.
Benefits exceeding this limitation would be paid through the Company's
Restoration Plan which mirrors the Pension Plan in operation and
participation. The Restoration (formerly the Excess Plan) has paid
supplemental benefits only to executive officers, but was implemented to
benefit all highly compensated employees whose pension benefit exceeds the
IRC 415(b) limits.
** The covered compensation limit established by IRC Section 401(a)(17) is
$150,000. Pension benefits that are reduced due to this limitation would also
be paid through the Company's Restoration Plan. The Restoration Plan has paid
supplemental benefits to executive officers and one other employee and was
implemented to benefit all employees whose compensation exceeds the
401(a)(17) limits.
The remuneration covered by the Pension Plan is composed of salaries and
bonuses and excludes any incentive plan payments.
Messrs. Haddock, Jack, Smoak, Couch and Godfrey are vested under the
Pension Plan with service credits of 9.5, 9.8, 11.0, 18.9, and 13.3 years,
respectively.
Fina Restoration Plan. Effective January 1, 1994, the Company adopted a
plan designed to supplement those persons' pension and 401(k) plan benefits
whose compensation exceeds the 401(a) limits. The plan was named the Fina
Restoration Plan and effectively restores pension and 401(k) plan benefits to
persons making $150,000 or more which otherwise would have been lost due to pay
cap tax limits imposed by the Omnibus Budget Reconciliation Act. This plan is
being implemented to benefit those whose compensation exceeds the 401(a)(17)
limits and the 415(b) limits.
The participant's benefit under this plan as to 401(k) compensatory related
sums will be paid in a single, lump-sum distribution upon death, retirement or
termination of employment for any reason. The pension related benefit can be
paid as a lump sum under the same circumstances or can be annuitized over the
lifetime of the person. The pension related benefit is subject to all conditions
of the Fina Pension Plan.
The amount of employer matching contributions and forfeitures that would
have been attributed to the participant will be identified to the participant.
Annual crediting will occur to a bookkeeping account as if shares of the
Company's Class A Common Stock had been purchased with the dollar amount,
although no actual shares of the Company's stock will be purchased or traded.
In 1995, $274,606 was credited to officers' and employees' accounts.
Employee Thrift Plan. The FINA Capital Accumulation Plan ("FINA Plan"), a
401(k) plan, was renamed in 1991. The Board of Directors adopted the FINA Plan
as described below in April 1991. The FINA Plan has been substantially in the
same form since June 1988 and is described in the following text. In January
1993 the existing plan was amended to recognize service for purposes of
participant vesting based upon length of employment as opposed to length of
participation in the Plan.
In June 1988, the Board of Directors approved an amendment to the FINA
Plan, then known as the Thrift and Employee Stock Ownership Plan of American
Petrofina, Incorporated, which provided that: (1) the plan, as amended, was
renamed the Thrift Plan of American Petrofina, Incorporated, (2) the
participants' interests in the PAYSOP provision was spun off to a separate new
plan named American Petrofina, Incorporated PAYSOP and Trust (the PAYSOP), and
(3) the PAYSOP was then terminated effective July 31, 1988, with the
participants' interests distributed in cash, stock, or transferred into the FINA
Plan. No amendments to the FINA Plan were made in 1989 or in 1990.
Effective January 1, 1984, the former Thrift Plan for Employees of American
Petrofina, Incorporated and the former Employee Stock Ownership Plan of American
Petrofina, Incorporated were combined and
14
<PAGE> 17
renamed "The Thrift and Employee Stock Ownership Plan of American Petrofina,
Incorporated." A 401(k) feature was added to the FINA Plan allowing employees to
invest up to 10% of their basic income on a tax-deferred basis and allowing
employees to purchase PetroFina S.A. common stock. A Registration Statement Form
S-8, was filed to effect the FINA Plan which was approved by the Board of
Directors on December 15, 1983.
The FINA Plan allows participants to contribute up to 5% of basic earnings
on an after-tax basis, up to 10% on a pre-tax basis, or a combination of pre-tax
and after-tax contributions not exceeding 10%. The Company will contribute an
equal amount up to the first 6% pre-tax of the participant's base income.
Company contributions are invested in the Company's Class A Common Stock and/or
PetroFina S.A. common stock at the election of the employee. The employee's
contribution is invested at his or her direction in either of these stocks or in
The Northern Trust Collective Short-Term Investment Fund, Wells Fargo U.S. Debt
Index, American Balanced Fund, Wells Fargo Equity Index Fund or a global fund
named New Perspective Fund.
Stock Options. The employee Non-Qualified Stock Option Plan -- 1979 (the
"1979 Plan") was adopted by the Board of Directors of the Company on August 7,
1979, ratified by the Company's security holders on April 16, 1980, and expired
by its terms in August 1989. Under the 1979 Plan, in 1979, 1981, 1983, 1984 and
1988, 134,000 shares, 16,900 shares, 102,950 shares, 1,800 shares, and 42,550
shares, respectively, were granted to officers and employees of the Company and
its subsidiaries. Of the 1979 and 1981 grants, 43,548 shares and 4,800 shares,
respectively, were converted to Incentive Stock Options. The 1983 and 1984
grants were incentive stock option grants exclusively. The 1988 options granted
were entirely non-qualified in composition. In addition to the options in the
years noted above, an option was exclusively granted in 1986 to Ron W. Haddock
for 5,000 shares at $47.125 per share which was fully exercised in 1992. All
shares subject to the 1979 Plan are shares of the Company's Class A Common
Stock. As these amounts and prices were prior to 1995, no effect occurred due to
a 2-for-1 stock split in 1995.
The 1979 Plan was amended in April 1984 at the Annual Meeting of Security
Holders to (i) allow stock to be traded for its cash equivalent for option
stock, (ii) allow the Board of Directors to issue Incentive Stock Options, and
(iii) impose a two-year holding period on stock issued pursuant to an Incentive
Stock Option.
No grants were made in 1995 as the 1979 Plan has expired, and no grant
table is presented.
15
<PAGE> 18
The aggregated option exercises and year-end values of options held by the
CEO and applicable most highly compensated executives follows in tabulation
form:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
ACQUIRED YEAR-END (#) AT FISCAL YEAR-END
ON VALUE ------------------ ($)
EXERCISE REALIZED EXERCISABLE/ ---------------------
(#) ($) UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME(A) (B) (C) (D) (E)(1)
- ------------------------------ -------- -------- ------------------ ---------------------
<S> <C> <C> <C> <C> <C> <C>
Ron W. Haddock................ -- -- 4,000 4,000/0 $61,000
Neil A. Smoak................. -- -- 2,000 2,000/0 30,500
H. Patrick Jack............... -- -- 1,200 1,200/0 18,300
Michael J. Couch.............. -- -- 1,600 1,600/0 24,400
Cullen M. Godfrey............. -- -- 1,000 1,000/0 15,250
</TABLE>
- ---------------
(1) The options were granted at $70.50 per share (and later adjusted to $35.25
per share for a 2-for-1 stock split).
Phantom Share Plan. In 1979 the Board of Directors of the Company adopted a
Phantom Share Plan under which senior management of the Company and designated
subsidiaries ("Participants") may be credited with phantom shares ("Rights") at
the discretion of a committee of the Board of Directors of the Company. During
1995 there were five Participants. Upon retirement or termination of employment,
or in other specified circumstances, a Participant will be entitled to receive
for each phantom share credited to his account the excess, if any, of (a) the 20
day average market price per share of the Company's Class A Common Stock, plus
dividends and other distributions paid on each share of such Class since such
phantom share was credited to his account over (b) the price assigned to such
phantom share by the Committee under the Phantom Share Plan at the time it was
credited to his account. Such amount will generally be paid in cash over a
five-year period. No grant or amendment has been made to the Phantom Share Plan
since 1980.
The increase in net value during 1995 of the unvested Rights for all
Participants as a group was $40,954 (excluding basis). The formula used to
calculate the annual increase or decrease in value is based on the change in
annual market value per share, plus dividends per share, multiplied by the
number of phantom share rights which remain unvested. No amounts were paid or
distributed during the last fiscal year to the five persons named in the Summary
Compensation Table.
SCHEDULE OF PAYMENTS
PHANTOM SHARE PLAN
(BASED ON RETIRED PARTICIPANTS ENTITLED TO RECEIVE CASH AS OF DECEMBER 31, 1995)
<TABLE>
<S> <C>
1995............................................... $24,210
1996............................................... 24,210
1997............................................... 7,966
1998............................................... 7,966
1999............................................... -0-
</TABLE>
16
<PAGE> 19
RELATIONSHIP WITH INDEPENDENT AUDITORS
KPMG Peat Marwick LLP is the principal accountant selected by the Company.
Representatives of such firm are expected to be present at the Annual Meeting of
Security Holders, with the opportunity to make a statement if they desire to do
so, and will be available to respond to appropriate questions.
TRANSACTIONS WITH SECURITY HOLDERS
The Company has a 50% interest in joint ventures with Petrofina Delaware,
Incorporated ("PDI") in Texas and with PetroFina S.A. in Hong Kong which market
chemicals in international trade. The Company sold chemicals aggregating
$1,401,000 in 1994, $985,000 in 1993 and $6,447,000 in 1992 to the joint
ventures.
Accounts receivable include $3,485,000 and $10,719,000 at December 31, 1995
and 1994, respectively, from affiliates. Accounts payable include $13,410,000
and $6,539,000 at December 31, 1995 and 1994, respectively, to affiliates.
During 1994 the Company assumed a $50,000,000 note from PDI that was paid
in 1995. Interest expense relating to borrowings from PDI was $12,938,000 in
1995, $13,916,000 in 1994 and $28,565,000 in 1993. Accrued liabilities include
accrued interest of $607,000 and $791,000 at December 31, 1995 and 1994,
respectively, which is payable to PDI for such borrowings.
Since 1989, PDI has made a $200 million credit line available to the
Company.
The Company purchased crude oil and natural gas aggregating $8,953,000 in
1995, $16,626,000 in 1994, and $21,145,000 in 1993 from PDI in the ordinary
course of business.
The Company purchased refined products and chemicals aggregating
$53,542,000 in 1995, $34,963,000 in 1994, and $50,992,000 in 1992 from Petrofina
and its affiliates other than PDI in the ordinary course of business.
The Company files a consolidated Federal income tax return with PDI. Under
the terms of the tax sharing agreement with PDI, the Company is allocated
Federal income taxes on a separate return basis.
SUBMISSION OF PROPOSALS BY SECURITY HOLDERS
Proposals submitted by security holders of the Company should be mailed to
the Secretary of FINA, Inc., P.O. Box 2159, Dallas, Texas 75221. In order for
any security holder proposal to be included in the Company's proxy statement and
form of proxy for the 1997 Annual Meeting of Security Holders, it must be
received by the Company on or before November 15, 1996. The security holder must
at the time the proposal is submitted be a record or beneficial owner of at
least 1% or $1,000 in market value of securities and have held such securities
for at least one year and continue to hold the securities through the date of
the meeting.
17
<PAGE> 20
GENERAL
The management does not know of any matters to be presented to the meeting
other than those stated in the Notice of Meeting. If other matters do properly
come before the meeting, the Proxy Committees will vote said proxy in accordance
with their judgment in such matters.
The solicitation of the accompanying form of proxy is made by the Company
and the expenses in connection with the solicitation will be borne by the
Company. In addition to the solicitation of proxies by mail, the Company may
solicit proxies by telephone, telegraph, and personal interviews. Brokerage
houses, custodians, nominees and fiduciaries may also be requested to forward
the soliciting material to the beneficial owners of stock held of record by such
persons and will be reimbursed for expenses incurred.
THE COMPANY WILL PROVIDE UPON REQUEST AND WITHOUT CHARGE TO EACH PERSON
SOLICITED A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
1995.
FINA, INC.
CULLEN M. GODFREY
Secretary
Dated: March 7, 1996
18
<PAGE> 21
P FINA, INC.
R
O PROXY -- ANNUAL MEETING OF SECURITY HOLDERS -- APRIL 17, 1996
X PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Y
The undersigned hereby appoints Ron W. Haddock or Cullen M. Godfrey, and
each or either of them, attorneys and proxies with full power of substitution
to vote all Class A Common Stock of the undersigned in FINA, Inc. at the
Annual Meeting of Security Holders to be held on April 17, 1996, and at any
adjournment thereof, with all powers the undersigned would possess if
personally present.
Election of Directors
Nominees:
THIS PROXY MUST BE SIGNED
EXACTLY AS NAME APPEARS ON THE FRONT
Ron W. Haddock
Executors, administrators, trustees,
Ernesto Marcos etc., should give full title as
such. If the signer is a corporation,
Patricia M. Wallington please sign full corporate name by
duly authorized officer.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK -------------
ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD SEE REVERSE
OF DIRECTOR'S RECOMMENDATIONS. THE PROXY COMMITTEE CANNOT SIDE
VOTE YOUR SHARE(S) UNLESS YOU SIGN AND RETURN THIS CARD. -------------
<PAGE> 22
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES LISTED ON THE REVERSE SIDE, DIRECTORS, PROPOSAL 1.
- --------------------------------------------------------------------------------
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR ABSTAIN
1. Election of [ ] [ ] 2. In their discretion, the proxies are authorized [ ] [ ]
Directors. to vote upon such other matters as may properly
(see reverse) come before the meeting.
For, except vote withheld from the
following nominee(s):
----------------------------------
SIGNATURE(S) DATE , 1996 The signer hereby revokes all proxies
--------------------------------------- ----------- heretofore given by the signer to vote at
NOTE: Please sign exactly as name appears hereon. Joint owners should each said meeting or any adjournments thereof.
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
</TABLE>
