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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 5, 1998
FINA, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-4014 13-1820692
(State or other (Commission File (I.R.S. 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 August 5, 1998, the Registrant issued a press release announcing that the
Registrant's shareholders approved the merger agreement providing for the merger
of the Registrant with and into an indirect, wholly-owned subsidiary of
PetroFina, as a result of which the Registrant became a wholly-owned subsidiary
of PetroFina. A copy of the press release is attached hereto as Exhibit 99(A)
and is incorporated herein by reference.
FINA, Inc.
(Registrant)
/s/ CULLEN M.GODFREY
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Cullen M. Godfrey, Senior Vice President,
Secretary and General Counsel
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99(A) Press Release
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EXHIBIT 99(A)
FOR IMMEDIATE RELEASE:
PETROFINA-FINA, INC. MERGER OPENS UP NEW PROSPECTS FOR THE GROUP
A Special Meeting of the Shareholders of FINA, Inc. was held in Dallas on
Wednesday, August 5, 1998, where the final merger agreement, under the terms of
which FINA, Inc. now becomes a wholly-owned subsidiary of PetroFina, was
approved.
The merger provides the PetroFina Group new opportunities to further develop its
global activities, streamline its structures, and concentrate on growth
prospects.
FINA, Inc. shares will not trade on the American Stock Exchange (AMEX)
after today. The Bearer Depositary Receipts (BDRs) of FINA, Inc. will also be
delisted from the Brussels Stock Exchange effective August 6, 1998.
The registered shareholders of FINA, Inc., other than PetroFina and its
subsidiaries, will receive written instructions within the next few days from
Citibank, N.A. describing the procedures for the conversion of each FINA, Inc.
share into a right to receive US $60 and a warrant entitling them to receive
nine-tenths of an American Depositary Share (ADS) at an exercise price of US
$42.25 per ADS. One ADS represents one-tenths of a PetroFina ordinary share.
The warrants may be exercised between August 6, 1998 and August 5, 2003. They
have been accepted for listing on The New York Stock Exchange (NYSE:FIN WS)
where they may be traded throughout the exercise period.
PetroFina S.A. (NYSE: FIN) is an integrated oil petrochemical group, with
headquarters in Brussels, Belgium. In 1997, its sales and other operating
revenues rose to US $20.3 billion (BEF 727 billion) while those of FINA, Inc.
Dallas, Texas, reached US $4.4 billion (BEF 157 billion).
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