<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 sec. 240.14a-11(c) or sec. 240.14a-12
FINA, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
FINA, INC.
FINA PLAZA
DALLAS, TEXAS 75206
NOTICE OF ANNUAL MEETING OF SECURITY HOLDERS
TO BE HELD APRIL 16, 1997
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 16th day of April, 1997 at 4 o'clock in the
afternoon to consider and act upon the following matters:
1. To elect nine 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, 1997 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, 1997
<PAGE> 3
FINA, INC.
FINA PLAZA
DALLAS, TEXAS 75206
PROXY STATEMENT
FOR
ANNUAL MEETING OF SECURITY HOLDERS
TO BE HELD APRIL 16, 1997
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 16, 1997. 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 14, 1997.
At the close of business on March 6, 1997, the record date for the meeting,
the Company had outstanding and entitled to vote 29,216,972 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, 1997, are entitled to vote at the April 16, 1997
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 four 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, 1997.
<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 84.87%
Fina Plaza
Dallas, TX 75206
Boston Safe Deposit and Trust Company 1,689,330 5.78%
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 100% of Petrofina Delaware,
Incorporated. 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, 1997, Boston Safe Deposit and Trust Company, as Trustee for the
FINA Capital Accumulation Plan ("FINA Plan"), owned for the accounts of
participants in the FINA Plan an aggregate of 1,615,057 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, 1997, there were registered in the
name of "Petrofina B.D.R. Account" 905,892 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, 1997:
<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 400 shares less than 1%
Class A Common Stock Ron W. Haddock 18,197 shares(1)(2) less than 1%
Class A Common Stock Paul D. Meek 410 shares less than 1%
Class A Common Stock Robert L. Mitchell 400 shares less than 1%
Class A Common Stock Neil A. Smoak 2,856 shares(1)(2) less than 1%
Class A Common Stock H. Patrick Jack 4,072 shares(1) less than 1%
Class A Common Stock Michael J. Couch 3,642 shares(1)(2) less than 1%
Class A Common Stock Cullen M. Godfrey 3,210 shares(1)(2) less than 1%
Class A Common Stock All Directors and
Officers as a group 43,907 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, 1,200 as to Mr. Couch and 1,000 as to Mr. Godfrey.
(2) Included in this amount are the following shares held on November 30, 1996,
by the Trustee of the FINA Capital Accumulation Plan, a 401(k) plan: 4,197
as to Mr. Haddock, 56 as to Mr. Smoak, 2,242 as to
2
<PAGE> 5
Mr. Couch, 2,150 as to Mr. Godfrey. The Trustee holds 20,383 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 11,000 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, 1996 except as otherwise noted:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP CLASS
-------------- ------------------------ ---------- ----------
<S> <C> <C> <C>
PetroFina S.A. Common Stock Francois Cornelis 1,601 shares less than 1%
PetroFina S.A. Common Stock Axel de Broqueville 1,911 shares less than 1%
PetroFina S.A. Common Stock Michel-Marc Delcommune 521 shares less than 1%
PetroFina S.A. Common Stock Ron W. Haddock 2,355 shares(1) less than 1%
PetroFina S.A. Common Stock Jose G. Rebelo 1,193 shares less than 1%
PetroFina S.A. Common Stock Neil A. Smoak 551 shares(2) less than 1%
PetroFina S.A. Common Stock H. Patrick Jack 79 shares(2) less than 1%
PetroFina S.A. Common Stock Michael J. Couch 297 shares(2) less than 1%
PetroFina S.A. Common Stock Cullen M. Godfrey 220 shares(2) less than 1%
PetroFina S.A. Common Stock All Directors and
Officers as a group 9,771 shares less than 1%
</TABLE>
- ---------------
(1) The Trustee of the FINA Capital Accumulation Plan held 478 shares of this
amount on Mr. Haddock's behalf as of November 30, 1996.
(2) The Trustee of the FINA Capital Accumulation Plan held these shares on
Messrs. Smoak, Jack, Couch and Godfrey's behalf as of November 30, 1996. 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). In March 1996, these warrants expired without value; i.e., not
in-the-money.
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, Robert L. Mitchell, 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 except
Mr. Mitchell who previously served as a director from 1985 until 1995. 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 1996 LISTED BELOW
-------------------- --- -------------------------------- ------------
<S> <C> <C> <C>
Francois Cornelis............. 47 Chief Executive Officer and Vice- April 17, 1985
Chairman of PetroFina S.A.
Axel de Broqueville........... 53 Executive Director of PetroFina S.A. April 11, 1990
Michel-Marc Delcommune........ 48 Executive Director of PetroFina S.A. August 16, 1995
Ron W. Haddock................ 56 President and Chief Executive December 17, 1987
Officer of the Company
Ernesto Marcos................ 52 Consultant October 19, 1995
Paul D. Meek.................. 66 Chairman of the Board of the Company July 10, 1968
Robert L. Mitchell............ 73 Retired Vice-Chairman of Celanese February 27, 1997
Corporation also from April
25, 1985, through
October 19, 1995
Jose G. Rebelo................ 58 General Manager of PetroFina S.A. February 22, 1996
Patricia M. Wallington........ 58 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.
4
<PAGE> 7
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.
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. Mitchell retired as Vice-Chairman of Celanese Corporation in June 1986.
He was a director of Celanese Corporation from June 1977 to February 1987. In
addition, he is a director of McGean-Rohco, Inc., The Orvis Company, Inc. and
Dubois National Bank.
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 1996 held five regular meetings and two consent
meetings. All directors other than Messrs. Cornelis, de Broqueville, Delcommune
and Rebelo 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 Francois 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 1996, Directors, other than Mr. Haddock, because he was
an active employee of the Company, received a retainer fee equalling $20,004 per
year.
The Board of Directors has an Audit Committee, which in 1996 consisted of
Patricia M. Wallington and Ernesto Marcos. The Committee met two times in 1996
to review with the Company's independent public accountants the Company's
accounting procedures and controls and the Company's audit.
The Board of Directors also has a Compensation Committee, which in 1996
consisted of Francois Cornelis and Patricia M. Wallington. The Committee held
one meeting in 1996 to review the Company's salaries, bonuses and benefits for
officers and other key employees.
5
<PAGE> 8
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.
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. 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. 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. 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.
6
<PAGE> 9
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.
Ms. Hilda Kouvelis was elected Treasurer in February 1996. Prior to that
time, she was General Manager of the Company's treasury operations from 1995 and
Manager of General Accounting from 1991. Her principal duty is to direct and
coordinate the cash flow of the Company.
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.
Ms. Linda Middleton was elected Assistant Secretary in August 1984. Her
principal duty is to assist the Corporate Secretary.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to 405(a) of Regulation S-K, the Company has learned from an
examination of Form 4's that one officer filed three late reports on Form 4 for
1996. Yves Bercy, through standing instructions to his broker, reinvested
quarterly dividends through the public market acquiring 32 shares at an average
price of $50.50 and reported these acquisitions in February 1997.
7
<PAGE> 10
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 EX-
(FISCAL YEAR COVERED) FINA, INC. REFINING CHANGE
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 90.09 98.96 101.37
1993 107.95 118.89 120.44
1994 112.92 126.84 106.39
1995 175.92 163.72 137.13
1996 177.37 204.69 144.70
</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 1991 is 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 1991, 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.
8
<PAGE> 11
EXECUTIVE COMPENSATION
The following tabulation sets forth the aggregate compensation paid or
accrued during the fiscal year ended December 31, 1996, 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
ANNUAL RESTRICTED ALL 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 1996 582,317 -- -- -- -- -- 40,218(3)
President and Chief 1995 500,202 225,000 -- -- -- -- 36,155
Executive Officer 1994 478,872 135,000 -- -- -- -- 34,499
Neil A. Smoak 1996 285,989 -- -- -- -- -- 19,219(4)
Senior Vice 1995 266,196 75,000 -- -- -- -- 17,610
President 1994 249,119 50,000 -- -- -- -- 18,007
H. Patrick Jack 1996 278,600 -- -- -- -- -- 17,110(5)
Senior Vice 1995 249,781 110,000 -- -- -- -- 15,801
President 1994 219,518 80,000 -- -- -- -- 15,109
Michael J. Couch 1996 246,320 -- 7,600(8) -- -- -- 15,295(6)
Senior Vice President 1995 217,004 76,000 -- -- -- -- 13,753
1994 197,017 50,000 -- -- -- -- 13,702
Cullen M. Godfrey 1996 224,660 -- -- -- -- -- 15,206(7)
Senior Vice President, 1995 210,576 60,000 -- -- -- -- 15,583
General Counsel 1994 193,405 40,000 -- -- -- -- 14,112
and Secretary
</TABLE>
- ---------------
(1) An incentive compensation program for fiscal 1996, which is a function of
the financial results of the Company and each line of business, is expected
to result in 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 are subject to adjustment based upon the
recommendation of the Compensation Committee. Payments pertaining to fiscal
1995 were made in May 1996 and are reported in this column.
(2) No options were awarded during the three-year period.
(3) Includes the following for fiscal 1996: $24,255 under the Company's
restoration plan, life insurance over $50,000 of $6,963 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 1996: $7,815 under the Company's
Restoration Plan, reimbursement of $275 tax preparation fee, life insurance
over $50,000 of $2,129 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.
9
<PAGE> 12
(5) Includes the following for fiscal 1996: $7,380 under the Company's
Restoration Plan, life insurance over $50,000 of $730 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 1996: $5,655 under the Company's
Restoration Plan, life insurance over $50,000 of $640 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 1996: $4,305 under the Company's
Restoration Plan, reimbursement of $275 tax preparation fee, life insurance
over $50,000 of $1,626 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.
(8) Gain on a nonqualified stock option of FINA, Inc. Class A Common Stock
calculated as the spread between the option price and market price.
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 1996. 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.
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 1996 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
1996 was $149,256.
In 1996 the Company provided certain employees with automobiles and club
memberships for use in the Company's business. 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, Morris, West and Rupp in 1996 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 1996, there were two members of the Committee. Patricia M.
Wallington, an outside director, was Chairman of the Committee and served in
this capacity since February 1996. The additional member was Francois Cornelis,
an
10
<PAGE> 13
executive of PetroFina S.A. and former employee of the Company. 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.
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 1996, 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. However, the Standard Industry
Classification code companies used in the performance graph on page 7 include a
broader range in asset/revenue size than the 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 Compensation Committee, 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 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 1996 that ranged from 2.5% to 19.2%
compared with a range of 6% to 15% in 1995. The financial performance of the
Company improved over the previous year. 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 1996, FINA had no executive deferred
compensation plan other than (i) the FINA Plan, a 401(k) qualified plan provided
to all 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. 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
11
<PAGE> 14
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 received a 12.4%
increase in 1996 compared to a 7.4% increase in 1995. No bonus has yet occurred
for fiscal 1996 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. Mr. Haddock received a cash bonus of $225,000
in 1996 which was a function of the size of the Company's incentive compensation
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 1996, 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 Company's incentive compensation
program 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 $15
per share gain has occurred, as adjusted for the stock split.
An incentive compensation program covering all exempt employees, including
executive officers, will provide bonuses based on a formula which includes the
overall financial performance of the Company during 1996, the relative
performance of the Company in comparison to the 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 assessment. 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 assessment 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
12
<PAGE> 15
officer, the amount determined under the incentive compensation program 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 1996 and incentive awards to be paid for 1996 based upon individual and
corporate performance provides a program which attracts and retains key
executives. Incentive awards to be paid for 1996 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
1996 was $153 million. Earnings per common share were $4.91. The performance of
the Company for fiscal 1995 was a net of $142 million before the effect of an
accounting change and earnings per common share were $4.57 before the effect of
an accounting change.
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 1996, 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, 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. 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 1996.
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.
13
<PAGE> 16
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, 1996,
as shown:
Retiring at age 65 in 1997. Highest 36 consecutive monthly
compensation during the previous ten years ending December 31, 1996. Social
Security tax base through December 31, 1996.
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
- ------------- -------- -------- -------- -------- --------
<C> <C> <C> <C> <C> <C>
Final Average
Compensation 15 20 25 30 35
$50,000 $8,795 $11,726 $14,658 $17,590 $20,919
$75,000 $14,982 $19,976 $24,971 $29,965 $35,357
$100,000 $21,170 $28,226 $35,283 $42,340 $49,794
$150,000** $33,545 $44,726 $55,908 $67,090 $78,669
$200,000** $45,920 $61,226 $76,533 $91,840 $107,544
$250,000** $58,295 $77,726 $97,158 $116,590 $136,419*
$300,000** $70,670 $94,226 $117,783 $141,340* $165,294*
$350,000** $83,045 $110,726 $138,408* $166,090* $194,169*
$400,000** $95,420 $127,226* $159,033* $190,840* $223,044*
$450,000** $107,795 $143,726* $179,658* $215,590* $251,919*
$500,000** $120,170* $160,226* $200,283* $240,340* $280,794*
$550,000** $132,545* $176,726* $220,908* $265,090* $309,669*
$600,000** $144,920* $193,226* $241,533* $289,840* $338,544*
$650,000** $157,295* $209,726* $262,158* $314,590* $367,419*
$700,000** $169,670* $226,226* $282,783* $339,340* $396,294*
$750,000** $182,045* $242,726* $303,408* $364,090* $425,169*
$800,000** $198,000* $264,000* $330,000* $396,000* $462,000*
$850,000** $210,375* $280,500* $350,625* $420,750* $490,875*
$900,000** $222,750* $297,000* $371,250* $445,500* $519,750*
$1,000,000** $247,500* $330,000* $412,500* $495,000* $577,500*
</TABLE>
- ---------------
* 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
$160,000. 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 all salaries
and bonuses through 1995.
Messrs. Haddock, Jack, Smoak, Couch and Godfrey are vested under the
Pension Plan with service credits of 10.5, 10.8, 12.0, 19.9, and 14.3 years,
respectively.
14
<PAGE> 17
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 $160,000 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 1996, $191,895 was credited to officers' and employees' accounts
compared to $123,629 in 1995.
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 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.
15
<PAGE> 18
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 $47.125 per share which was fully exercised in 1992. All
shares subject to the 1979 Plan are shares of the Company's Class A Common
Stock.
The 1979 Plan was amended in April 1984 at the Annual Meeting of Security
Holders to (i) allow stock to be traded for its cash equivalent for option
stock, (ii) allow the Board of Directors to issue Incentive Stock Options, and
(iii) impose a two-year holding period on stock issued pursuant to an Incentive
Stock Option.
No grants were made in 1996 as the 1979 Plan has expired, and no grant
table is presented.
The aggregated option exercises and year-end values of options held by the
CEO and the other four most highly compensated executives follows in tabulation
form:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED OPTIONS
AT FISCAL YEAR-END
SHARES (#) VALUE OF UNEXERCISED
ACQUIRED -------------------- IN-THE-MONEY OPTIONS
ON VALUE AT FISCAL YEAR-END ($)
EXERCISE REALIZED EXERCISABLE/ --------------------------
(#) ($) UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME(A) (B) (C) (D) (E)(1)
------- -------- -------- -------------------- --------------------------
<S> <C> <C> <C> <C> <C>
Ron W. Haddock................ -- -- 4,000 4,000/0 $62,500
Neil A. Smoak................. -- -- 2,000 2,000/0 31,250
H. Patrick Jack............... -- -- 1,200 1,200/0 18,750
Michael J. Couch.............. 400 $7,600 1,200 1,200/0 18,750
Cullen M. Godfrey............. -- -- 1,000 1,000/0 15,625
</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
1996 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.
16
<PAGE> 19
The increase in net value during 1996 of the unvested Rights for all
Participants as a group was $1,210 (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, 1996)
<TABLE>
<S> <C>
1996............................................... $24,210
1997............................................... 7,966
1998............................................... 7,966
1999............................................... -0-
2000............................................... -0-
</TABLE>
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 in Texas and with PetroFina, S.A. in Hong Kong which market
chemicals in international trade. The Company sold chemicals aggregating
$8,728,000 in 1996, $3,652,000 in 1995 and $1,401,000 in 1994 to the joint
ventures.
Accounts receivable include $6,418,000 and $3,485,000 at December 31, 1996
and 1995, respectively, from affiliates.
Accounts payable include $34,127,000 and $13,410,000 at December 31, 1996
and 1995, respectively, to affiliates.
Interest expense relating to borrowings from PetroFina Delaware,
Incorporated was $5,125,000 in 1996, $12,938,000 in 1995 and $13,916,000 in
1994. Accrued liabilities include accrued interest of $607,000 at December 31,
1995, payable to PetroFina Delaware, Incorporated for such borrowings. Crude oil
and natural gas aggregating $13,245,000 in 1996, $8,953,000 in 1995 and
$16,626,000 in 1994 were purchased from PetroFina Delaware, Incorporated in the
ordinary course of business.
Refined products and chemicals aggregating $57,913,000 in 1996, $53,542,000
in 1995, and $34,963,000 in 1994 were purchased from PetroFina S.A. and its
affiliates other than PetroFina Delaware, Incorporated in the ordinary course of
business.
The Company files a consolidated Federal income tax return with PetroFina
Delaware, Incorporated. Under the terms of the tax sharing agreement with
PetroFina Delaware, Incorporated, the Company is allocated Federal income taxes
on a separate return basis.
17
<PAGE> 20
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 1998 Annual Meeting of Security Holders, it must be
received by the Company on or before November 14, 1997. 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.
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
1996.
FINA, INC.
CULLEN M. GODFREY
Secretary
Dated: March 7, 1997
18
<PAGE> 21
P
R
O
X
Y
FINA, INC.
PROXY -- ANNUAL MEETING OF SECURITY HOLDERS -- APRIL 16, 1997
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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 16, 1997, and at any
adjournment thereof, with all powers the undersigned would possess if
personally present.
Election of Directors
Nominees:
Ron W. Haddock
Ernesto Marcos
Robert L. Mitchell
Patricia M. Wallington
THIS PROXY MUST BE SIGNED
EXACTLY AS NAME APPEARS ON THE FRONT
Executors, administrators, trustees, etc., should give full title as such. If
the signer is a corporation, 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 OF DIRECTOR'S RECOMMENDATIONS.
THE PROXY COMMITTEE CANNOT VOTE YOUR SHARE(S) UNLESS YOU SIGN AND RETURN THIS
CARD.
SEE REVERSE
SIDE
<PAGE> 22
PLEASE MARK YOUR 0211
[X] 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
1. Election of Directors. (see reverse)
FOR WITHHELD
[ ] [ ]
For, except vote withheld from the following nominee(s):
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2. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting.
FOR ABSTAIN
[ ] [ ]
SIGNATURE(S) DATE ,1997
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NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
The signer hereby revokes all proxies heretofore given by the signer to
vote at said meeting or any adjournments thereof.
