<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 1-4014
FINA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-1820692
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
FINA PLAZA, DALLAS, TEXAS 75206
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (214) 750-2400
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Class A Common Stock $.50 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
--- ---
The aggregate market value of the Class A Common voting stock held by
non-affiliates of the Registrant as of February 11, 1998 was $162,562,360 based
on the highest price of $59.8125 per share as recorded by the American Stock
Exchange.
The number of shares outstanding of each of the issuer's classes of common
stock, as of March 6, 1997:
CLASS A COMMON STOCK -- 29,231,972
CLASS B COMMON STOCK -- 2,000,000
Documents Incorporated by Reference: Part III: The Company's Proxy
Statement for Annual Meeting of Stockholders of April 15, 1998
================================================================================
<PAGE> 2
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following are incorporated by reference or filed as part of this
Annual Report:
1. and 2. Consolidated Financial Statements and Schedules:
Reference is made to page 13 of this Form 10-K for a list of all
consolidated financial statements and schedules filed as part of this
Form 10-K.
No reports on Form 8-K were filed during the last quarter of the
period covered by this report. However, a Form 8-K was filed on February
17, 1998 reporting a news release by the Company approving a merger with
PetroFina S.A. whereby the Company would become an indirect,
wholly-owned affiliate.
3. Exhibits: (Contained separately and EDGAR filed)
<TABLE>
<S> <C>
(2b) -- Agreement and Plan of Merger
(3a) -- The Articles of Incorporation of FINA, Inc.
(3b) -- The Bylaws of FINA, Inc.
(10a) -- Thrift and Employee Stock Ownership Plan for Employees of
American Petrofina, Incorporated
(10b) -- Credit Agreements of February 27, 1997 with NationsBank
of Texas, N.A., as Agent, as amended February 26, 1998
(10c) -- American Petrofina, Incorporated Employee Non-Qualified
Stock Option Plan (1979)
(10d)* -- Form 11-K Amdel Inc. Employee Investment Plan
(10e) -- Form 11-K FINA Capital Accumulation Plan
(10f) -- Agreements between FINA, Inc. (formerly American
Petrofina, Incorporated) and Ron W. Haddock
(10g) -- Employee Stock Ownership Plan of American Petrofina,
Incorporated
(10h) -- FINA Capital Accumulation Plan as amended
(10i) -- FINA Restoration Plan
(11) -- Computation of Ratio of Earnings to Fixed Charges
(19) -- FINA, Inc.'s Proxy Statement for Annual Meeting of
Security Holders on April 15, 1998
(21) -- Subsidiaries of the Registrant
(23)* -- Independent Auditors' Consent
(27) -- Financial Data Schedule
</TABLE>
* Filed herewith
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FINA, Inc.
(Registrant)
By: /s/ CULLEN M. GODFREY
-------------------------------------
Cullen M. Godfrey
Senior Vice President, Secretary and
General Counsel
Date: April 27, 1998
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
(2b) -- Agreement and Plan of Merger
(3a) -- The Articles of Incorporation of FINA, Inc.
(3b) -- The Bylaws of FINA, Inc.
(10a) -- Thrift and Employee Stock Ownership Plan for Employees of
American Petrofina, Incorporated
(10b) -- Credit Agreements of February 27, 1997 with NationsBank
of Texas, N.A. as Agent, as amended February 26, 1998
(10c) -- American Petrofina, Incorporated Employee Non-Qualified
Stock Option Plan (1979)
(10d)* -- Form 11-K Amdel Inc. Employee Investment Plan
(10e) -- Form 11-K FINA Capital Accumulation Plan
(10f) -- Agreements between FINA, Inc. (formerly American
Petrofina, Incorporated) and Ron W. Haddock
(10g) -- Employee Stock Ownership Plan of American Petrofina,
Incorporated
(10h) -- FINA Capital Accumulation Plan, as Amended
(10i) -- Fina Restoration Plan
(11) -- Computation of Ratio of Earnings to Fixed Charges
(19) -- FINA, Inc.'s Proxy Statement for Annual Meeting of
Security Holders to be held April 15, 1998
(21) -- Subsidiaries of the Registrant
(23)* -- Independent Auditors' Consent
(27) -- Financial Data Schedule
</TABLE>
* Filed herewith
<PAGE> 1
EXHIBIT 10(d)
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE:)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
[ ] TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 1-4014
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
AMDEL INC. EMPLOYEE INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
FINA, INC.
(FORMERLY NAMED AMERICAN PETROFINA, INCORPORATED)
FINA PLAZA
8350 N. CENTRAL EXPRESSWAY
DALLAS, TEXAS 75206
<PAGE> 2
AMDEL INC. EMPLOYEE INVESTMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1997 AND 1996
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
The Pension Committee
Amdel Inc. Employee Investment Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Amdel Inc. Employee Investment Plan as of December 31, 1997 and
1996 and the related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Amdel
Inc. Employee Investment Plan as of December 31, 1997 and 1996, and the
changes in net assets available for plan benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of reportable
transactions is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for plan
benefits and the statements of changes in net assets available for plan
benefits is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
for plan benefits of each fund. The supplemental schedule and Fund Information
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
KPMG Peat Marwick LLP
Dallas, Texas
April 17, 1998
<PAGE> 4
AMDEL INC. EMPLOYEE INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------
FINA, Inc. U.S. TBC Inc. Pooled
common treasury Employee Daily Company
Total stock obligations Liquidity Fund forfeitures
----------- ----------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1997:
- -----------------
Investments, at fair value:
FINA, Inc., Class A common stock $ -- $ -- $ -- $ -- $ --
TBC Inc. Pooled Employee Daily Liquidity Fund -- -- -- -- --
Cash -- -- -- -- --
Interest receivable -- -- -- -- --
Contributions receivable from employees -- -- -- -- --
Contributions receivable from employing companies -- -- -- -- --
Securities sold receivables -- -- -- -- --
----------- ----------- ----------- --------------- -----------
Plan assets -- -- -- -- --
Forfeitures available for future use -- -- -- -- --
----------- ----------- ----------- --------------- -----------
Net assets available for plan benefits $ -- $ -- $ -- $ -- $ --
=========== =========== =========== =============== ===========
DECEMBER 31, 1996:
- -----------------
Investments, at fair value:
FINA, Inc., Class A common stock (11,853 shares;
cost of $504,862) $ 571,908 $ 571,908 $ -- $ -- $ --
TBC Inc. Pooled Employee Daily Liquidity Fund
(1,638,068 shares; cost of $1,638,068) 1,638,068 -- -- 1,638,068 --
Cash 68,794 64,157 92 -- 4,545
Interest receivable 7,841 239 82 7,499 21
Contributions receivable from employees 54,423 13,504 3,223 37,696 --
Contributions receivable from employing companies 41,575 9,387 2,504 29,684 --
Securities sold receivables 450,715 203,199 247,516 -- --
----------- ----------- ----------- --------------- -----------
Plan assets 2,833,324 862,394 253,417 1,712,947 4,566
Forfeitures available for future use (4,566) -- -- -- (4,566)
----------- ----------- ----------- --------------- -----------
Net assets available for plan benefits $ 2,828,758 $ 862,394 $ 253,417 $ 1,712,947 $ --
=========== =========== =========== =============== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
AMDEL INC. EMPLOYEE INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS, WITH FUND INFORMATION
YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------
FINA, Inc. U.S. TBC Inc. Pooled
Common Treasury Employee Daily Company
Total Stock Obligations Liquidity Fund Forfeitures
----------- ----------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1997:
- ----------------------------
Contributions $ -- $ -- $ -- $ -- $ --
Investment income (expense):
Dividends 1,005 -- 1,005 -- --
Interest 13,697 1,635 1,569 10,493 --
Other expense (14,706) (1,639) (2,574) (10,493) --
Net appreciation in fair values of investments 16,812 16,812 -- -- --
----------- ----------- ----------- ------------- ----------
16,808 16,808 -- -- --
----------- ----------- ----------- ------------- ----------
Withdrawals:
In cash and in kind 1,884,803 646,603 133,666 1,104,534 --
Transfer to other plans 960,763 232,599 119,751 608,413 --
----------- ----------- ----------- ------------- ----------
2,845,566 879,202 253,417 1,712,947 --
----------- ----------- ----------- ------------- ----------
Net decrease in net assets available
for plan benefits (2,828,758) (862,394) (253,417) (1,712,947) --
Net assets available for plan benefits:
Beginning of year 2,828,758 862,394 253,417 1,712,947 --
----------- ----------- ----------- ------------- ----------
End of year $ -- $ -- $ -- $ -- $ --
=========== =========== =========== ============= ==========
</TABLE>
See accompanying notes to financial statements.
Continued
<PAGE> 6
AMDEL INC. EMPLOYEE INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS, WITH FUND INFORMATION - (CONTINUED)
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------
FINA, Inc. U.S.
Common Treasury TBC Inc. Pooled Company
Total Stock Obligations Employee Fund Forfeitures
----------- ----------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1996:
- ----------------------------
Allotments and contributions:
Basic allotments by employees $ 516,548 $ 108,545 $ 31,003 $ 377,000 $ --
Additional allotments by employees 159,776 47,575 6,947 105,254 --
Contributions by employing companies 516,546 110,053 29,958 376,535 --
----------- ----------- ----------- -------------- -----------
1,192,870 266,173 67,908 858,788 --
----------- ----------- ----------- -------------- -----------
Investment income (expense):
Dividends 50,913 39,420 11,493 -- --
Interest 83,754 1,488 249 82,017 --
Other expense (20,628) (6,580) (1,800) (12,248) --
Net depreciation in fair values of investments (45,328) (40,199) (5,129) -- --
----------- ----------- ----------- -------------- -----------
68,711 (5,871) 4,814 69,768 --
----------- ----------- ------------ -------------- -----------
Withdrawals in cash and in kind 1,378,412 210,663 85,942 1,081,807 --
Transfers among funds -- 126,043 3,822 (129,865) --
----------- ----------- ----------- -------------- -----------
1,378,412 336,706 89,764 951,942 --
----------- ----------- ----------- -------------- -----------
Net increase (decrease) in net assets
available for plan benefits (116,831) 175,682 (9,399) (283,115) --
Net assets available for plan benefits:
Beginning of year 2,945,588 686,711 262,815 1,996,062 --
----------- ----------- ----------- -------------- -----------
End of year $ 2,828,758 $ 862,394 $ 253,417 $ 1,712,947 $ --
=========== =========== =========== ============== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 7
AMDEL INC. EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(1) GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) GENERAL
The Amdel Inc. Employee Investment Plan (the Plan) operated for the
benefit of certain employees of American Petrofina Pipe Line Co. and certain
employees of Fina Oil and Chemical Company (FOCC), both of which are
wholly-owned subsidiaries of FINA, Inc. and are hereafter referred to as
"employing companies."
The Plan was a defined contribution plan covering certain full-time
employees of the employing companies who have completed six months of service.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended (ERISA). The following description of the Plan reflects
all Plan amendments and is provided for general purposes only. Participants
should refer to the Plan document for more complete information.
The Plan was administered by the Pension Committee appointed by and
acting on behalf of the Board of Directors of FOCC. Pursuant to the Plan's trust
agreement, an independent trustee (Trustee) maintained custody of the Plan's
assets. The Mellon Trust Company served as the independent trustee.
In September 1996, FOCC terminated the Plan effective December 31,
1996. Each participant in the Plan as of the termination date became fully
vested, and were allowed to withdraw a portion or all of their account balance
or to rollover a portion or all of their account balance to the FINA Capital
Accumulation Plan. All net assets of the Plan were distributed in October 1997.
(b) BASIS OF PRESENTATION
The accompanying financial statements of the Plan have been prepared on
an accrual basis. Security transactions are recorded on a trade date basis. In
1996, in accordance with generally accepted accounting principles, the Plan
changed its basis of accounting used to determine the amount at which net assets
are stated from the ongoing bases to the liquidation basis with no material
change in value as a result of the termination of the plan discussed above.
(c) EXPENSES RELATING TO INVESTMENT SECURITIES
Expenses relating to the purchase or sale of investment securities are
added to the cost or deducted from the proceeds, respectively.
(d) EXPENSES OF ADMINISTERING THE PLAN
All external costs and expenses incurred in administering the Plan,
including the fees and expense of the Trustee, the fee of its counsel and other
administrative expenses, are the responsibility of the Plan's participants.
(e) CONTRIBUTIONS
Participants could elect to contribute up to 10% of their basic
compensation to the Plan. The employing company contributed an amount equal to
the lesser of the amount contributed by the participant or 5% of the
participant's basic compensation. Employing company contributions are reduced by
participants' forfeitures.
<PAGE> 8
AMDEL INC. EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
(f) INVESTMENT PROGRAM AND VESTING
The Trustee of the Plan by law retains responsibility for the
investments of the Plan. Consistent with the fiduciary standards of ERISA,
safeguards are adhered to in protecting the interests of Plan participants and
their beneficiaries.
A participant could direct the proportions of his or her allotments,
employer contributions, and any earnings received by the Trustee for his or her
account into a money market fund, government securities fund, or the Class A
common stock of FINA, Inc. In the absence of direction, all amounts were held in
cash without interest.
A description of such rights and provisions and an explanation of the
treatment of forfeitures and other matters are contained in the Plan document.
Participation in each investment option at December 31, 1997 and 1996
is presented below. The sum of participation by investment option is greater
than the total number of Plan participants because participation is allowed in
more than one option.
A summary of participants by investment options follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
FINA, Inc. Class A common stock . . . . . . . . . . . 0 78
Government securities fund . . . . . . . . . . . . . 0 27
Money market fund . . . . . . . . . . . . . . . . . . 0 213
</TABLE>
(g) WITHDRAWALS
A participant could withdraw securities and cash attributable to his or
her allotments at any time. Withdrawal of any part of the amounts attributable
to the employing companies' contributions, except on retirement under the Amdel
Inc. Noncontributory Retirement Plan, death or disability, is contingent upon
completion of five years of service. Any amounts not eligible for withdrawal due
to employee termination are forfeited and applied to reduce subsequent employing
companies' contributions. In certain circumstances, amounts forfeited may be
restored to terminated employees who are subsequently re-employed provided they
repay the amount previously withdrawn or distributed.
Withdrawals in cash and in kind in the accompanying financial
statements represent the fair value of the assets at date of distribution.
(h) FORM 5500 RECONCILIATION
The withdrawals reported in the Plan's Form 5500 are different from the
corresponding amount reported in the accompanying financial statements by
$2,396,605 for the year ended December 31, 1997. This difference relates to the
classification of withdrawals currently payable to participants as of December
31, 1996.
(i) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of changes in net assets during the
reporting period. Actual results could differ from those estimates.
3
<PAGE> 9
AMDEL INC. EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
(2) FEDERAL INCOME TAXES
The Plan has obtained from the Internal Revenue Service a determination
letter dated August 18, 1995 indicating that the Plan qualifies under the
provisions of Section 401(a) of the Internal Revenue Code and, accordingly, is
exempt from Federal income taxes under Section 501(a). The United States Federal
income tax status of the participants with respect to their contributions to the
Plan is described in information submitted to the participants and subject to
certain limitations.
4
<PAGE> 10
AMDEL INC. EMPLOYEE INVESTMENT PLAN
ITEM 27(d) --- SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
SCHEDULE 2
<TABLE>
<CAPTION>
Current Value
Number of Asset on
of Purchase Selling Lease Expenses Cost of Transaction Net
Description of Asset Transactions Price Price Rental Incurred Asset Date (Loss)
---------------------- ------------ -------- ---------- ------- -------- ---------- ------------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PURCHASES:
FINA, Inc. Class A common stock * 1 $ 24,346 $ -- $ -- $ -- $ 24,346 $ 24,346 $ --
TBC Inc. Pooled Employee Daily
Liquidity Fund * 14 $711,144 $ -- $ -- $ -- $ 711,144 $ 711,144 $ --
SALES:
FINA, Inc. Class A common stock * 1 $ -- $ 145,922 $ -- $ -- $ 99,414 $ 145,922 $46,508
TBC Inc. Pooled Employee Daily
Liquidity Fund * 12 $ -- $2,413,459 $ -- $ -- $2,413,459 $ 2,413,459 $ --
</TABLE>
See accompanying independent auditors' report.
* Party-in-interest
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Investment Plan Committee
Amdel Inc. Employee Investment Plan:
We consent to incorporation by reference in the Registration Statement (No.
2-49321) on Form S-8 of FINA, Inc. of our report dated April 17, 1998, relating
to the statements of net assets available for plan benefits of the Amdel Inc.
Employee Investment Plan as of December 31, 1997 and 1996 and the related
statements of changes in net assets available for plan benefits for years then
ended, and the related supplemental schedule, which report appears in the
December 31, 1997 annual report on Form 11-K of the Amdel Inc. Employee
Investment Plan.
KPMG Peat Marwick LLP
Dallas, Texas
April 30, 1998
