<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and
Rule 13e-3 ((s)240.13e-3) Thereunder)
Fina, Inc.
(Name of Issuer)
----------------------------------------------
PetroFina S.A.,
American Petrofina Holding Company,
Petrofina Delaware, Incorporated,
New Fina, Inc.
Fina, Inc.
(Name of Person(s) Filing Statement)
----------------------------------------------
Class A Common Stock, $.50 par value per share
(Title of Class of Securities)
----------------------------------------------
028861102
(Cusip Number of Class of Securities)
----------------------------------------------
Francois Vincke Cullen M. Godfrey
PetroFina S.A. Fina, Inc.
32 Rue de l'Industrie Fina Plaza
B-1040 Brussels, Belgium 8350 North Central Expressway
Dallas, TX 75806
(Name, Address and Telephone Number of Persons Authorized
To Receive Notices and Communications on Behalf of Person(s)
Filing Statement)
---------------------------------------------------------------------
With Copies To:
Richard W. Cass Allen Finkelson
Wilmer, Cutler & Pickering Cravath, Swaine & Moore
2445 M Street, N.W. Worldwide Plaza
Washington, DC 20037-1420 825 Fifth Avenue
(202) 663-6000 New York, NY 10019-7475
(212) 474-1000
<PAGE> 2
This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [_]
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
$279,153,000 $55,831
* Calculated by multiplying $63, by 4,431,000, the sum of the number of shares
of Common Stock to be converted in the Merger.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid: $55,831
Form or Registration No.: Registration Statement on Form F-4
Filing Party: PetroFina S.A.
Date Filed: April 2, 1998
<PAGE> 3
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Schedule 13E-3") is being filed by (i) PetroFina S.A., a societe
anonyme/naamloze vennootschap organized under the laws of the Kingdom of Belgium
("Parent"), (ii) American Petrofina Holding Company, a Delaware corporation and
wholly-owned subsidiary of parent ("APHC"), (iii) Petrofina Delaware,
Incorporated, a Delaware corporation and an indirect, wholly owned subsidiary of
Parent ("PDI"), (iv) New Fina, Inc., a Delaware corporation ("Mergecoz") and (v)
Fina, Inc., a Delaware corporation (the "Company"), and pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3
promulgated thereunder by the Securities and Exchange Commission (the
"Commission") in connection with the merger of Mergeco with and into the
Company, with the Company being the surviving corporation, and each of the
issued and outstanding shares (the "Shares") of Class A common stock, par value
$.50 per share, of the Company not already owned by Parent or any of its
affiliates, upon the terms and subject to the conditions set forth in that
certain Agreement and Plan of Merger, dated as of February 17, 1998, as amended
by the First Amendment to Agreement and Plan of Merger dated as of March 31,
1998 (as amended, the "Merger Agreement"), among Parent, PDI, Mergeco and the
Company, a copy of which is filed as Exhibit (c)(1)hereto.
The following Cross Reference Sheet, prepared pursuant to General
Instruction F to Schedule 13E-3, shows the location in the Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus"), included in the
Registration Statement on Form F-4 (the "F-4") filed by Parent with the
Commission on the date hereof of the information required to be included in this
Schedule 13E-3. The information set forth in the F-4, including all exhibits
thereto, is hereby expressly incorporated herein by reference as set forth in
the Cross Reference Sheet and the responses in this Schedule 13E-3, and such
responses are qualified in their entirety by reference to the information
contained in the Proxy Statement/Prospectus and the annexes thereto.
The information contained in this Schedule 13E-3 concerning the
Company, including, without limitation, the information concerning the
background of the transaction, the deliberations of the Company's Board of
Directors in connection with the transaction, the opinion of the Company's
financial advisor and the Company's capital structure and historical financial
statements and projections, was supplied by the Company. Parent, APHC, PDI and
Mergeco take no responsibility for the accuracy of such information.
1
<PAGE> 4
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Item in Where Located in
Schedule 13E-3 Proxy Statement/Prospectus
- -------------- --------------------------
<S> <C>
Item 1(a)............................... Cover Page, "Summary--The Companies" and
"Summary--The Merger"
Item 1(b)............................... "Summary--Vote Required; Record Date" and
"The Merger--Background of the Merger"
Items 1(c) and (d)...................... "Summary--Market Prices and Dividends" and
"Market Prices and Dividends for PetroFina
Securities"
Item 1(e)............................... *
Item 1(f)............................... *
Items 2(a) - (d) and (g)................ Cover Page, "Summary--The Companies,"
"PetroFina Management and Ownership of
PetroFina Shares" and Annex E to the Proxy
Statement/Prospectus
Items 2(e) and (f)...................... *
Item 3(a)............................... "The Merger--Background of the Merger"
Item 3(b)............................... "The Merger--Background of the Merger"
Item 4(a)............................... Cover page, "Summary--The Merger" and "The
Merger--The Merger Agreement"
Item 4(b)............................... *
Items 5(a) - (g)........................ "The Merger--The Merger Agreement" and "The
Merger--Plans for the Company After the Merger;
Certain Effects of the Merger"
Items 6(a).............................. "Summary--Financing of the Merger" and "The
Merger--Financing of the Merger"
Item 6(b)............................... "The Merger--The Merger Agreement--Fees" and
"The Merger--Fees and Expenses"
Item 6(c)............................... "The Merger--Financing of the Merger"
Item 6(d)............................... *
Item 7(a)............................... "The Merger--Purpose and Structure of the Merger;
Parent's Reasons for the Merger"
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C>
Item 7(b) and (c)............................."The Merger--Background of the Merger"
Item 7(d)....................................."The Merger--Plans for the Company After the
Merger; Certain Effects of the Merger" and "The
Merger--Certain Tax Consequences of the Merger"
Item 8(a) - (e)...............................Cover Page, "Summary--Recommendation of the
Board of Directors," "Summary--Opinion of
Goldman Sachs & Co.," "The Merger--Background
of the Merger," "The Merger--Recommendation of
the Company Board," "The Merger--Fairness of the
Merger," "The Merger--Interests of Certain
Persons in the Merger" and "The Merger--Position of
Parent Regarding Fairness of the Merger"
Item 8(f).....................................*
Item 9(a) - (c)..............................."Summary--The Merger," "The Merger--
Background of the Merger" and "The Merger--
Fairness of the Merger"
Item 10(a) - (c).............................."Summary--The Companies--The Company," "The
Merger--Background of the Merger," "The
Company--Principal Stockholders and Stock
Ownership of the Company Management" and
"PetroFina Management and Ownership of
PetroFina Shares"
Item 11......................................."The Merger--Background of the Merger," "The
Merger--Purpose and Structure of the Merger;
Parent's Reasons for the Merger," "The Merger--
Plans for the Company After the Merger; Certain
Effects of the Merger," "The Merger--Interests of
Certain Persons in the Merger" and "Related Party
Transactions"
Item 12(a) and (b)............................"Summary--Vote Required; Record Dates" and
"Introduction--Voting at the Meeting"
Item 13(a)...................................."Summary--Rights of Dissenting Stockholders,"
"The Merger--Rights of Dissenting Stockholders"
and Annex D to the Proxy Statement/Prospectus
Item 13(b)....................................*
Item 13(c)....................................*
Item 14(a)...................................."Summary--Selected Consolidated Financial Data
of the Company," "Summary--Comparative Unaudited
Per Share Data," "The Company--Selected
Consolidated Financial Information" and
"PetroFina Financial Statements"
Item 14(b)....................................*
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C>
Item 15(a)...................................."The Merger--Background of the Merger," "The
Merger--Recommendation of the Company Board"
and "The Merger--Plans for the Company After the
Merger; Certain Effects of the Merger"
Item 15(b)...................................."The Merger--Fairness of the Merger--Opinion of
the Special Committee's Financial Advisor," "The
Merger--Merger Agreement--Expenses" and "The
Merger--Fees and Expenses"
Item 16.......................................Proxy Statement/Prospectus in its entirety
Item 17.......................................*
</TABLE>
- --------
* The Item is located in the Schedule 13E-3 only.
4
<PAGE> 7
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in the Proxy Statement/Prospectus on
the cover page thereof and under "Summary--The Companies" and "Summary--The
Merger" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement/Prospectus under
"Summary--Vote Required: Record Date" and "The Merger-Background of the Merger"
is incorporated herein by reference.
(c) and (d) The information set forth in the Proxy Statement/Prospectus
under "Summary--Market Prices and Dividends" and "Market Prices and Dividends
for PetroFina Securities" is incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is being filed by Parent, APHC, PDI,
Mergeco and the Company. The information set forth on the cover page thereof and
under "Summary--The Companies," "PetroFina Management and Ownership of PetroFina
Shares" and Annex E to the Proxy Statement/Prospectus is incorporated herein by
reference.
(e) and (f) During the last five years, neither (i) Parent, PDI, APHC,
the Company or Mergeco, nor, (ii) to the best knowledge of Parent, PDI, APHC,
Mergeco or the Company, no person who is a director or executive officer of
Parent, PDI, APHC, Mergeco or the Company, has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of such
laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) and (b) The relevant information set forth in the Proxy
Statement/Prospectus under "The Merger--Background of the Merger" is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Proxy Statement/Prospectus on the
cover page thereof and under "Summary--The Merger" and "The Merger--The Merger
Agreement" is incorporated herein by reference.
5
<PAGE> 8
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in the Proxy Statement/Prospectus
under "The Merger--The Merger Agreement" and "The Merger--Plans for the Company
after the Merger; Certain Effects of the Merger" is incorporated herein by
reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Proxy Statement/Prospectus under
"Summary--Financing of the Merger" and "The Merger--Financing of the Merger" is
incorporated herein by reference.
(b) The information set forth in the Proxy Statement/Prospectus under
"The Merger--The Merger Agreement--Expenses" and "The Merger--Fees and
Expenses" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement/Prospectus under
"The Merger--Financing of the Merger" is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the Proxy Statement/Prospectus under
"The Merger--Purpose and Structure of the Merger; Parent's Reasons for the
Merger" is incorporated herein by reference.
(b) and (c) The information set forth in the Proxy Statement/Prospectus
under "The Merger--Background of the Merger" is incorporated herein by
reference.
(d) The information set forth in the Proxy Statement/Prospectus under
"The Merger--Plans for the Company after the Merger; Certain Effects of the
Merger" and "The Merger--Certain Tax Consequences of the Merger" is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in the Proxy Statement/Prospectus
on the cover page thereof and under "Summary--Recommendation of the Board of
Directors," "Summary--Opinion of Goldman Sachs & Co.," "Introduction--Voting at
the Meeting," "The Merger--Background of the Merger," "The Merger--Fairness of
the Merger," "The Merger--Recommendation of the Company Board," "The
Merger--Interests of Certain Persons in the Merger" and "The Merger--Position of
Parent Regarding Fairness of the Merger" is incorporated herein by reference.
6
<PAGE> 9
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the proxy Statement/Prospectus
under "Summary--The Merger," "The Merger-Background of the Merger" and "The
Merger--Fairness of the Merger" is incorporated herein by reference. The opinion
of Goldman, Sachs & Co. is attached to the Proxy Statement/Prospectus as Annex
C. In addition, the presentation of Goldman, Sachs & Co. dated February 17,
1998 to the Company Board which is filed as Exhibit (b)(2) hereto, is
incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(c) The information set forth in the Proxy Statement/Prospectus
under "Summary--The Companies--The Company," "The Merger--Background of the
Merger," "The Company--Principal Stockholders and Stock Ownership of the
Company Management" and "PetroFina Management and Ownership of PetroFina Shares"
is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in the Proxy Statement/Prospectus under
"The Merger--Background of the Merger," "The Merger--Purpose and Structure of
the Merger; Parent's Reasons for the Merger," "The Merger--Plans for the Company
After the Merger; Certain Effects of the Merger" and "The Merger--Interests of
Certain Persons in the Merger" and "Related Party Transactions" is incorporated
herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE MERGER.
(a) and (b) The information set forth in the Proxy Statement under
"Summary--Vote Required; Record Date" and "Introduction--Voting at the Meeting"
is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE MERGER.
(a) The information set forth in the Proxy Statement/Prospectus under
"Summary--Rights of Dissenting Stockholders," "The Merger--Rights of Dissenting
Stockholders" and Annex D is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
7
<PAGE> 10
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the Proxy Statement/Prospectus under
"Summary--Selected Consolidated Financial Data of the Company,"
"Summary--Comparative Unaudited Per Share Data," "The Company--Selected
Consolidated Financial Information" and "PetroFina Financial Statements" is
incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The relevant information set forth under the captions "The
Merger--Background of the Merger," "The Merger--Recommendation of the Company
Board" and "The Merger--Plans for the Company After the Merger; Certain Effects
of the Merger" is incorporated herein by reference.
(b) The relevant information set forth under the captions "The
Merger--Fairness of the Merger--Opinion of the Special Committee's Financial
Advisor," "The Merger--The Merger Agreement--Expenses" and "The Merger--Fees and
Expenses" is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement/Prospectus, a copy of
which is filed as Exhibit (d)(1) hereto, is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(b)(1) Opinion of Goldman, Sachs & Co., Inc., dated February 17, 1998
(attached as Annex C to the Proxy Statement/Prospectus).*
(b)(2) Presentation of Goldman, Sachs & Co., Inc., dated February 17,
1998.
(c)(1) Agreement and Plan of Merger dated February 17, 1998, among
Parent, PDI, Mergeco and the Company (attached as Annex B to the Proxy
Statement/Prospectus).*
(c)(2) First Amendment to Agreement and Plan of Merger dated as of
March 31, 1998, among Parent, PDI, Mergeco and the Company (attached as Annex B
to the Proxy Statement/Prospectus).*
(d)(1) Preliminary Proxy Statement/Prospectus dated April 2,1998.*
(d)(2) Form of Letter of Transmittal sent to holders of Shares.*
(d)(3) Form of Notice of Special Meeting.*
8
<PAGE> 11
(d)(4) Press Release issued by Parent on February 17, 1998.
(d)(5) Press Release issued by the Company on February 17, 1998.+
(e) Section 232 of the General Corporation Law of the State of
Delaware (attached as Annex D to the Proxy Statement/Prospectus).*
(f) Not applicable.
- --------
* Incorporated by reference to the Registration Statement on Form F-4 filed by
Parent with the Commission on April, 1998.
+ Incorporated by reference to the Form 8-K filed by Fina, Inc. with the
Commission on February 19, 1998.
9
<PAGE> 12
SIGNATURES
After due inquiry and to the best of my knowledge and belief, each of
the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
April 2, 1998.
PetroFina S.A.
By: /s/ FRANCOIS CORNELIS
----------------------------------
Name: Francois Cornelis
Title: Chief Executive Officer and
Managing Director
By: /s/ MICHEL-MARC DELCOMMUNE
----------------------------------
Name: Michel-Marc Delcommune
Title: Executive Director, Corporate
Finance
American Petrofina Holding Company
By: /s/ FRANCOIS CORNELIS
----------------------------------
Name: Francois Cornelis
Title: President
Petrofina Delaware, Incorporated
By: /s/ FRANCOIS CORNELIS
----------------------------------
Name: Francois Cornelis
Title: President
Fina, Inc.
By: /s/ M. CULLEN GODFREY
----------------------------------
Name: M. Cullen Godfrey
Title: Secretary
<PAGE> 13
New Fina, Inc.
By: /s/ FRANCOIS CORNELIS
----------------------------------
Name: Francois Cornelis
Title: President
<PAGE> 14
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(b)(1) Opinion of Goldman, Sachs & Co., Inc., dated February 17, 1998
(attached as Annex C to the Proxy Statement/Prospectus).*
(b)(2) Presentation of Goldman, Sachs & Co., Inc., dated February 17,
1998.
(c)(1) Agreement and Plan of Merger dated February 17, 1998, among
Parent, PDI, Mergeco and the Company (attached as Annex B to the Proxy
Statement/Prospectus).*
(c)(2) First Amendment to Agreement and Plan of Merger dated as of
March 31, 1998, among Parent, PDI, Mergeco and the Company (attached as Annex B
to the Proxy Statement/Prospectus).*
(d)(1) Preliminary Proxy Statement/Prospectus dated April 2, 1998.*
(d)(2) Form of Letter of Transmittal sent to holders of Shares.*
(d)(3) Form of Notice of Special Meeting.*
(d)(4) Press Release issued by Parent February 17, 1998.
(d)(5) Press Release issued by the Company February 17, 1998.+
(e) Section 232 of the General Corporation Law of the State of
Delaware (attached as Annex D to the Proxy Statement/Prospectus).*
(f) Not applicable.
- --------
* Incorporated by reference to the Registration Statement on Form F-4 filed by
Parent with the Commission on April 2, 1998.
+ Incorporated by reference to the Form 8-K filed by Fina, Inc. with the
Commission on February 19, 1998.
<PAGE> 1
EXHIBIT (b)(2)
CONFIDENTIAL
MATERIAL PRESENTED TO THE SPECIAL COMMITTEE
OF
THE BOARD OF DIRECTORS OF
FINA, INC.
------------------------
AT A MEETING ON
FEBRUARY 17, 1998
------------------------
The following pages contain material that was provided to the Special
Committee of the Board of Directors of Fina, Inc. in the context of a meeting of
the Special Committee to evaluate the transactions described in this Schedule
13E-3 and the Proxy Statement/Prospectus included in the Registration Statement
on Form F-4 filed by PetroFina on the date hereof. Certain information contained
in this material was obtained from Fina, Inc. and PetroFina and from other
sources. Any estimates and projections contained herein have been prepared by
the management of Fina, Inc. and/or PetroFina and involve numerous and
significant subjective determinations, which may or may not be correct. Neither
Fina, Inc., nor PetroFina, nor Goldman, Sachs & Co. expects to update or
otherwise revise the accompanying materials.
<PAGE> 2
CHRONOLOGY OF EVENTS
- - FEBRUARY 25, 1997 PetroFina announced its intention to purchase the remaining
14.2% of Fina's outstanding shares it did not already own for $266 million, or
$60 per share. The Company also announced it will seek a listing on the New
York Stock Exchange in order to gain improved access to capital markets in the
U.S. PetroFina's Board of Directors formed a Special Committee to evaluate the
proposal and to assist PetroFina in determining the structure of the
consideration.
- - APRIL 1997 Fina presents a revised three year corporate plan to PetroFina
- - SEPTEMBER 1997 Fina announces 40%/60% joint venture with BASF Corp. to build
and operate an $800 million steam cracker
- - NOVEMBER 1997 Fina presents a revised three year corporate plan to PetroFina
- - DECEMBER 1997 PetroFina proposes $60 per share in cash and a warrant security
on the underlying PetroFina ADR stock (exercise price of $42.25; 0.8224:1
exchange ratio; 3-year term)
- - FEBRUARY 1998 The PetroFina proposal currently under consideration includes:
-- $60 per share in cash
-- 4,420,000 warrants issued
-- Exercise price of $42.25 per ADR
-- 0.9:1 exchange ratio
-- Warrants exerciseable at any time (American style) for a 5 year term
2
<PAGE> 3
SUMMARY OF REVISED OFFER
- - $60 PER SHARE IN CASH PLUS:
- - 4,420,000 warrants issued
- - Convertible into 3,978,000 PetroFina ADRs
-- 1 warrant exercisable into 0.9 ADRs
-- At 10 ADRs per PetroFina SA share, warrants equivalent to 397,800 SA
shares
- - Exercise price of $42.25 per ADR
- - Warrants exercisable at any time (American style) for 5 years
- - Registered upon issuance on New York Stock Exchange or American Stock Exchange
- - Standard anti-dilution provisions
3
<PAGE> 4
WARRANT VALUATION SENSITIVITIES
ADR PRICE VS. VOLATILITY(a)
<TABLE>
<CAPTION>
OPTION VALUE
ADR PRICE
--------------------------------------------------------------------------------
$ 32 $ 33 $ 34 $ 35 $ 36 $ 37 $ 38
V --------------------------------------------------------------------------
O <S> <C> <C> <C> <C> <C> <C> <C>
L 18% 2.75 3.21 3.67 4.21 4.75 5.32 5.94
A 19% 2.99 3.46 3.93 4.47 5.02 5.60 6.22
T 20% 3.24 3.71 4.19 4.74 5.31 5.87 6.51
I 21% 3.48 3.97 4.46 5.01 5.58 6.15 6.79
L 22% 3.73 4.22 4.72 5.28 5.86 6.43 7.07
I 23% 3.97 4.48 4.98 5.55 6.13 6.72 7.34
T 24% 4.22 4.73 5.25 5.81 6.41 7.00 7.62
Y 25% 4.47 4.99 5.51 6.08 6.68 7.29 7.89
26% 4.71 5.25 5.78 6.34 6.96 7.56 8.18
--------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WARRANT VALUE(b)
ADR PRICE
--------------------------------------------------------------------------------
$ 32 $ 33 $ 34 $ 35 $ 36 $ 37 $ 38
V --------------------------------------------------------------------------
O <S> <C> <C> <C> <C> <C> <C> <C>
L 18% 2.48 2.89 3.30 3.79 4.28 4.79 5.35
A 19% 2.69 3.11 3.54 4.02 4.52 5.04 5.60
T 20% 2.92 3.34 3.77 4.27 4.78 5.28 5.86
I 21% 3.13 3.57 4.01 4.51 5.02 5.54 6.11
L 22% 3.36 3.80 4.25 4.75 5.27 5.79 6.36
I 23% 3.57 4.03 4.48 5.00 5.52 6.05 6.61
T 24% 3.80 4.26 4.73 5.23 5.77 6.30 6.86
Y 25% 4.02 4.49 4.96 5.47 6.01 6.56 7.10
26% 4.24 4.73 5.20 5.71 6.26 6.80 7.36
--------------------------------------------------------------------------------
</TABLE>
ASSUMPTIONS
- ---------------------------------------------------------
Black Scholes valuation of an American style option using current yield curve.
Assumes issuance of 4,420,000 warrants convertible into 3,978,000 PetroFina
ADRs.
Assumes an effective date of April 1, 1998, a strike price of $42.25 and an
expiration date of April 1, 2003.
Note: Option value at PetroFina ADR price of $35.125 (February 10, 1998) equals
$5.35 ($4.82 in warrant value).
(a) Calculated with an assumed yield curve (6/15/98: 5.81%; 12/14/98: 5.77%;
6/14/99: 5.78%; 12/16/99: 5.79%; 6/19/00: 5.82%; 18/18/00: 5.85%; 6/18/01:
5.88%; 12/17/01: 5.91%; 6/17/02: 5.95%; 12/16/02: 5.98%).
(b) Warrant value represents underlying option times exchange ratio of 0.9.
4
<PAGE> 5
FINA, INC.
DAILY COMMON STOCK PRICE HISTORY
<TABLE>
<CAPTION>
Closing
Daily from Market
2/24/97 to Price PetroFina
2/10/98 (USD) Offer(a)
<S> <C> <C>
2/21/97
2/24/97 50.13 65.35
2/25/97 62.5 65.35
2/26/97 62.25 65.35
2/27/97 62.25 65.35
2/28/97 62.38 65.35
3/3/97 62.25 65.35
3/4/97 62.5 65.35
3/5/97 63 65.35
3/6/97 62.63 65.35
3/7/97 64 65.35
3/10/97 63.25 65.35
3/11/97 63.13 65.35
3/12/97 63.25 65.35
3/13/97 63.13 65.35
3/14/97 63.13 65.35
3/17/97 63.13 65.35
3/18/97 64.25 65.35
3/19/97 63.75 65.35
3/20/97 64.13 65.35
3/21/97 64.5 65.35
3/24/97 64.5 65.35
3/25/97 65.25 65.35
3/26/97 66 65.35
3/27/97 64.5 65.35
3/28/97 64.5 65.35
3/31/97 63.5 65.35
4/1/97 63.75 65.35
4/2/97 63.5 65.35
4/3/97 63.5 65.35
4/4/97 63.5 65.35
4/7/97 63.5 65.35
4/8/97 64 65.35
4/9/97 63.88 65.35
4/10/97 63.75 65.35
4/11/97 65 65.35
4/14/97 64.88 65.35
4/15/97 64.88 65.35
4/16/97 64.75 65.35
4/17/97 64.75 65.35
4/18/97 64.75 65.35
4/21/97 64.88 65.35
4/22/97 64.75 65.35
4/23/97 64.75 65.35
4/24/97 64.75 65.35
4/25/97 64.75 65.35
4/28/97 64.75 65.35
4/29/97 64.88 65.35
4/30/97 64.5 65.35
5/1/97 65 65.35
5/2/97 65 65.35
5/5/97 65.25 65.35
5/6/97 65 65.35
5/7/97 65 65.35
5/8/97 65.25 65.35
5/9/97 65 65.35
5/12/97 65.38 65.35
5/13/97 65.38 65.35
5/14/97 65.25 65.35
5/15/97 65.25 65.35
5/16/97 65.13 65.35
5/19/97 64.88 65.35
5/20/97 65 65.35
5/21/97 65.75 65.35
5/22/97 66 65.35
5/23/97 66.25 65.35
5/26/97 66.25 65.35
5/27/97 65.63 65.35
5/28/97 66.38 65.35
5/29/97 66.38 65.35
5/30/97 65.94 65.35
6/2/97 66.5 65.35
6/3/97 67.25 65.35
6/4/97 66.5 65.35
6/5/97 66.5 65.35
6/6/97 66.38 65.35
6/9/97 65 65.35
6/10/97 64.5 65.35
6/11/97 64.75 65.35
6/12/97 65 65.35
6/13/97 65 65.35
6/16/97 64.75 65.35
6/17/97 65.25 65.35
6/18/97 64.38 65.35
6/19/97 63.75 65.35
6/20/97 63 65.35
6/23/97 63 65.35
6/24/97 63.5 65.35
6/25/97 63.63 65.35
6/26/97 63.63 65.35
6/27/97 64.25 65.35
6/30/97 63.75 65.35
7/1/97 64.25 65.35
7/2/97 64.5 65.35
7/3/97 64.5 65.35
7/4/97 64.5 65.35
7/7/97 64.56 65.35
7/8/97 65 65.35
7/9/97 65 65.35
7/10/97 64.75 65.35
7/11/97 66 65.35
7/14/97 65.25 65.35
7/15/97 65.13 65.35
7/16/97 65.13 65.35
7/17/97 65.25 65.35
7/18/97 65.13 65.35
7/21/97 65.38 65.35
7/22/97 65.13 65.35
7/23/97 66 65.35
7/24/97 65.63 65.35
7/25/97 66.25 65.35
7/28/97 66.75 65.35
7/29/97 65.5 65.35
7/30/97 65.5 65.35
7/31/97 65.5 65.35
8/1/97 66 65.35
8/4/97 65.63 65.35
8/5/97 66.13 65.35
8/6/97 66.44 65.35
8/7/97 66.38 65.35
8/8/97 65.75 65.35
8/11/97 65.75 65.35
8/12/97 65.88 65.35
8/13/97 66 65.35
8/14/97 65.88 65.35
8/15/97 66.5 65.35
8/18/97 65.75 65.35
8/19/97 66 65.35
8/20/97 66.38 65.35
8/21/97 66.38 65.35
8/22/97 66.44 65.35
8/25/97 66.31 65.35
8/26/97 65.88 65.35
8/27/97 66.44 65.35
8/28/97 66.44 65.35
8/29/97 66 65.35
9/1/97 66 65.35
9/2/97 66.13 65.35
9/3/97 65 65.35
9/4/97 65.38 65.35
9/5/97 65.31 65.35
9/8/97 65.06 65.35
9/9/97 65.25 65.35
9/10/97 65.25 65.35
9/11/97 65.25 65.35
9/12/97 65.25 65.35
9/15/97 65 65.35
9/16/97 64.88 65.35
9/17/97 64.81 65.35
9/18/97 65.25 65.35
9/19/97 64.88 65.35
9/22/97 64.88 65.35
9/23/97 64.81 65.35
9/24/97 66.5 65.35
9/25/97 66.75 65.35
9/26/97 66.5 65.35
9/29/97 67 65.35
9/30/97 66.5 65.35
10/1/97 67.25 65.35
10/2/97 67 65.35
10/3/97 66.25 65.35
10/6/97 67 65.35
10/7/97 67.38 65.35
10/8/97 66.75 65.35
10/9/97 66.63 65.35
10/10/97 66.63 65.35
10/13/97 66.38 65.35
10/14/97 66.31 65.35
10/15/97 66 65.35
10/16/97 66 65.35
10/17/97 65 65.35
10/20/97 65.19 65.35
10/21/97 65 65.35
10/22/97 65 65.35
10/23/97 64.5 65.35
10/24/97 64.5 65.35
10/7/97 64.56 65.35
10/28/97 63 65.35
10/29/97 63.5 65.35
10/30/97 63.5 65.35
10/31/97 63.5 65.35
11/3/97 64 65.35
11/4/97 64.5 65.35
11/5/97 64.75 65.35
11/6/97 65 65.35
11/7/97 65 65.35
11/10/97 65 65.35
11/11/97 64.5 65.35
11/12/97 64.5 65.35
11/13/97 64.75 65.35
11/14/97 64.75 65.35
11/17/97 64.75 65.35
11/18/97 64.75 65.35
11/19/97 64.5 65.35
11/20/97 64.5 65.35
11/21/97 65.25 65.35
11/24/97 65.25 65.35
11/25/97 65.38 65.35
11/26/97 65.38 65.35
11/27/97 65.38 65.35
11/28/97 65.5 65.35
12/1/97 64.5 65.35
12/2/97 64.69 65.35
12/3/97 64.5 65.35
12/4/97 64.63 65.35
12/5/97 64.5 65.35
12/8/97 64.31 65.35
12/9/97 64.38 65.35
12/10/97 64.63 65.35
12/11/97 64.38 65.35
12/12/97 64.38 65.35
12/15/97 64.13 65.35
12/16/97 64 65.35
12/17/97 63.81 65.35
12/18/97 64.63 65.35
12/19/97 64.75 65.35
12/22/97 64.75 65.35
12/23/97 64.38 65.35
12/24/97 64.38 65.35
12/25/97 64.38 65.35
12/26/97 65.25 65.35
12/29/97 65.5 65.35
12/30/97 65 65.35
12/31/97 64 65.35
1/1/98 64 65.35
1/2/98 64.06 65.35
1/5/98 64.25 65.35
1/6/98 63.75 65.35
1/7/98 63.5 65.35
1/8/98 63.13 65.35
1/9/98 62 65.35
1/12/98 61 65.35
1/13/98 60.75 65.35
1/14/98 60.5 65.35
1/15/98 60.75 65.35
1/16/98 60.75 65.35
1/19/98 60.75 65.35
1/20/98 60.5 65.35
1/21/98 60.88 65.35
1/22/98 60.5 65.35
1/23/98 59.63 65.35
1/26/98 59.5 65.35
1/27/98 60.5 65.35
1/28/98 60 65.35
1/29/98 59.88 65.35
1/30/98 59.75 65.35
2/2/98 59.25 65.35
2/3/98 60.44 65.35
2/4/98 60 65.35
2/5/98 59.75 65.35
2/6/98 59.75 65.35
2/9/98 59.5 65.35
2/10/98 59.5 65.35
</TABLE>
(a) Assumes underlying ADR price of $35.125 and volatility of 22%.
5
<PAGE> 6
SUMMARY OF VALUATION BENCHMARKS
NOVEMBER PLAN
LOGO
Note: All estimates based on management's projections from the November plan.
(a) Based on FINA's closing share price of $50.00 as of February 24, 1997, one
day prior to the PetroFina announcement.
(b) Based on closing share price as of February 10, 1998 ($59.50).
(c) Assumes underlying ADR price of $35.125, exercise price of $42.25 and
volatility of 22% ($64.82).
(d) Based on domestic integrated common stock comparison multiples. The
valuation range extends from low to high multiple for each valuation
parameter.
(e) Calculated with public market multiples weighted by earnings/cash flows from
E&P, R&M and chemical segments. The valuation range extends from low to high
multiple for each valuation parameter.
(f) Low end of range reflects the present value, at an 11.0% discount rate, of
FINA's projected free cash flows for the period 1997-1999 and 14.0% for the
period 2000-2001. Cash flows and terminal value based on a multiple of 5.5x
LTM DCF. High end of range reflects the present value of the same cash flows
and terminal value assumption discounted at rates of 9.0% and 12.0%,
respectively, adjusted by net impact of Steam Cracker Investment over
1997-2015 period, using same assumptions (approximately $4.00 to $6.00 per
share).
(g) Low end of range represents the present value, at a 12.0% discount rate, of
FINA's projected year 2000 and 2001 share prices based on a multiple of 9.0x
LTM net income. High end of range reflects the present value, at a 12.0%
discount rate, of FINA's projected year 2000 and 2001 share prices based on
a multiple of 11.0x LTM net income.
(h) Low end of range represents the price at which there is no dilution to
PetroFina's 1998E EPS assuming no synergies and a goodwill amortization
period of 5 years. High end of range reflects the price at which there is no
dilution to PetroFina's 1998E EPS assuming no synergies and a goodwill
amortization period of 20 years.
6
<PAGE> 7
SUMMARY OF VALUATION BENCHMARKS
<TABLE>
<CAPTION>
APRIL PLAN NOVEMBER PLAN
------------------- -------------------
JUNE 5, 1997 FEBRUARY 13, 1998
UPDATE(a) UPDATE(b)
$67.25 $59,50
STOCK PRICE(c)
VALUATION BENCHMARKS LOW MEDIAN HIGH LOW MEDIAN HIGH
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Domestic Integrated Companies
1998E DCF $62 $69 $75 $54 $65 $73
1998E P/E 78 86 94 65 72 83
Weighted-Average Public Companies
1998E DCF NA NA NA $63 $69 $78
1998E P/E NA NA NA 66 74 81
DCF Analysis $60 NM $68 $53 NM $60
PV of Future Stock Prices
2000E $56 NM $69 $47 NM $57
2001E 67 NM 81 63 NM 77
100% Cash Purchase 1998 EPS Breakeven $55 NM $80 $53 NM $73
100% Stock Purchase 1998 EPS Breakeven 51 NM 66 47 NM 56
</TABLE>
(a) Based on April 1997 projections and prior Special Committee presentation.
(b) Based on November 1997 projections.
(c) As of June 3, 1997 and February 10, 1998, respectively.
7
<PAGE> 1
EXHIBIT (d)(4)
[PETROFINA LETTERHEAD]
PetroFina S.A. February 17th, 1998
Public Relations & Communication
CF/mt
PETROFINA-FINA, INC.: DEFINITIVE MERGER AGREEMENT
(Dallas, United States and Brussels, Belgium - February 17, 1998) PetroFina
S.A. (NYSE : FIN) and its U.S. subsidiary, Fina, Inc. (AMEX : FI) are
pleased to announce that today they entered into a definitive agreement and
plan of merger pursuant to which Fina, Inc. will become a wholly owned
subsidiary of PetroFina.
Under the terms of the agreement, current shareholders of Fina, Inc., other
than PetroFina and its subsidiaries will receive in exchange for each Fina,
Inc. share they currently hold, USD 60 and a warrant entitling the holder
to purchase nine-tenths (0.9) of one PetroFina American Depositary Share
("ADS") at an exercise price of USD 42.25 per ADS. Thus, each 10 warrants
will entitle the holder of those warrants, upon payment of USD 380.25, to
receive 9 ADSs. The warrants will be exercisable for a period of 5 years
from the effective date of the merger. PetroFina intends to seek listing of
the warrants on the New York Stock Exchange.
PetroFina and its subsidiaries own approximately 85 % of Class A common
stock par value USD 0.50 per share, and 100 % of the shares of Class B
common stock par value USD 0.50 per share of Fina, Inc. Approximately
4,420,000 shares of the Class A common stock are held by shareholders other
than PetroFina and its subsidiaries.
The agreement was recommended by a special committee of the Board of
Directors of Fina, Inc. and approved by the Fina, Inc. Board of Directors.
Goldman, Sachs & Co. acted as financial adviser to the special committee.
The merger is subject to customary closing conditions. The shareholders
will be receiving proxy materials related to the transaction, and PetroFina
hopes that the merger will be completed in late June or July.
Fina, Inc. and PetroFina also announced that they have entered into a
Memorandum of Understanding with class counsel regarding the proposed
comprehensive settlement of various class action lawsuits that had been
filed relating to the transaction. The settlement is subject to, among
other things, completion of definitive documentation relating to the
settlement, court approval and consummation of the Merger.
<PAGE> 2
PetroFina S.A. is the parent company of a world-wide integrated oil and
petrochemical Group, headquartered in Brussels, Belgium. The Group's 1997
consolidated net income (excluding minority interests) has been estimated
as 22.1 billion BEF, or 946 BEF per share, an increase of 39 percent over
1996. Apart from those of its U.S. affiliates, PetroFina's major refineries
and petrochemical plants are situated in Belgium, United Kingdom and Italy.
Its service station network, under the "Fina" brand name, includes 3,700
outlets in Europe. Its chemical sales focus on high-density polyethylene
and polypropylene.
Fina, Inc., through its subsidiaries, engages in crude oil and natural gas
exploration and production, and natural gas marketing; petroleum products
refining, supply and transportation, and marketing; and chemicals
manufacturing and marketing. Fina, Inc.'s net income has been estimated as
USD 126.4 million or USD 4.05 per share in 1997. Organized in 1956, Fina,
Inc. is part of an international Group of companies affiliated with
PetroFina S.A.
* * *
