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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 4, 1997
FINA, Inc.
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(Exact name of registrant as specified in charter)
Delaware 1-4014 13-1820692
(State of other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) number)
P. O. Box 2159
Dallas, Texas 75221
(Address of principal executive offices, Zip code)
Registrant's telephone number including area code:
(214) 750-2400
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ITEM 5. OTHER EVENTS.
On February 25, 1997, the Board of Directors of PetroFina S.A. ("Petrofina"),
the indirect parent of Petrofina Delaware, Incorporated, the majority
stockholder of Registrant, made a merger proposal to Registrant. The merger
proposal letter is attached as an exhibit as well as the news release.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
A. Merger Proposal Letter
B. News release
(Released by PetroFina)
FINA, Inc.
(Registrant)
/s/ CULLEN M. GODFREY DATE: March 4, 1997
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Cullen M. Godfrey, Vice President,
Secretary and General Counsel
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NUMBERING IN SEQUENTIALLY
NUMBERED COPY
99.A Merger Proposal Letter 4
99.B Press Release 5
Page 3 of 5 pages
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Exhibit 99.A
February 25, 1997
Fina Inc.
To the attention of the Board of Directors
Fina Plaza
8350 North Central Expressway
USA - Dallas, Texas 75208
Ladies and Gentlemen,
We are pleased to propose a negotiated merger as a result of which Fina, Inc.
would become a wholly-owned affiliate of PetroFina. The principal terms are as
follows:
1. The transaction would be a negotiated merger in which each
holder of a Class A share not owned by PetroFina and its
affiliates would receive US$ sixty (60) per share. We
propose to discuss with you whether Fina shareholders would
receive PetroFina shares, or cash, or an option of either.
2. Consummation of the merger would be subject, among other
things, to approval of the Board of Directors of Fina, Inc.
and negotiation and execution of a definitive merger
agreement containing customary terms and conditions.
We advise you that concurrently with this transaction, PetroFina intends to
seek listing on The New York Stock Exchange of American Depositary Receipts
(ADRs) representing shares of PetroFina S.A.
We understand that you may wish to consider this proposal through a special
committee of independent directors and that such committee may wish to retain
its own advisors to assist in that consideration. We invite your
representatives to meet with our advisors to discuss this proposal at your
earliest convenience.
We hope you will give this proposal your prompt attention. We reserve the right
to amend or withdraw this proposal at any time in our discretion.
Sincerely,
PetroFina S.A.
/s/ Michel-Marc Delcommune
Michel-Marc Delcommune
Executive Director
/s/ Francois Cornelis
Francois Cornelis
Vice-Chairman and Managing Director
Page 4 of 5 pages
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Exhibit 99.B
PetroFina S.A. February 25, 1997
Public Relations & Communication
Press release
During a special meeting held on the 25th February 1997, the Board of Directors
of PetroFina took the following decisions:
1. To propose to the Board of Directors of its American
subsidiary Fina, Inc., a negotiated merger pursuant to which PetroFina would
hold, directly or indirectly, 100% of the shares of Fina, Inc. Today, PetroFina
and its affiliates hold approximately 85.4% of the shares of Fina, Inc.
2. To propose that the shareholders of Fina, Inc. would
receive an amount of US$ 60 per share. Based on the current number of shares
outstanding, the value of the transaction will be approximately US$ 266 million
or 9.2 billion BEF. The terms of the proposed merger will be negotiated with
independent directors of Fina, Inc. including whether Fina shareholders would
receive PetroFina shares, or cash, or an option of either.
3. The Board of PetroFina has declared its intention to
seek a listing of its shares on The New York Stock Exchange.
PetroFina would be the first Belgian Company listed on the New York Stock
Exchange. PetroFina shares are also traded on the Brussels Stock Exchange as
well as in London and other European financial centres. PetroFina's presence on
The New York Stock Exchange would give it improved access to capital markets in
the United States.
To the extent PetroFina shares are issued as a result of the proposed merger,
the Board of PetroFina is prepared to convene, at the appropriate time, a
general meeting of the shareholders with a view to seeking their authorisation
to repurchase PetroFina shares to avoid an aggregate increase in the number of
outstanding shares.
PetroFina S.A., is the parent company of a world-wide integrated oil and
petrochemical group, headquartered in Brussels and employing 14,000 people in
50 countries. The group's 1996 consolidated net income (excluding minority
interests) has been estimated as 16.0 billion BEF under Belgian accounting
principles (approximately US$ 470 millions), or 690 BEF per share, an increase
of 38 percent over 1995. Apart from those of its U.S. affiliate, PetroFina's
major refineries and petrochemical plants are situated in Belgium, England and
Italy. Its service station network, under the "Fina" brand name, includes 4,000
outlets in Europe. Its chemical sales focus on high-density polyethylene,
polypropylene and polystyrene.
Page 5 of 5 pages
