As filed with the Securities and Exchange Commission on June 3, 1996
REGISTRATION NO. 333-02403
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
WORLD FUEL SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------
FLORIDA 59-2459427
(STATE OR JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
--------------------
<TABLE>
<S> <C>
RALPH R. WEISER, CHAIRMAN
700 SOUTH ROYAL POINCIANA BOULEVARD 700 SOUTH ROYAL POINCIANA BOULEVARD
SUITE 800 SUITE 800
MIAMI, FLORIDA 33166 MIAMI, FLORIDA 33166
(305) 884-2001 (305) 884-2001
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE) INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>
-----------------------------
WITH A COPY TO:
LUIS A. DE ARMAS, ESQ.
SHUTTS & BOWEN
1500 MIAMI CENTER
201 SOUTH BISCAYNE BOULEVARD
MIAMI, FLORIDA 33131
(305) 358-6300
----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE REGISTRATION FEE(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 280,919 shares $17.00 $4,775,623 $1,647
===================================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
based upon the average of the high and low prices reported on the
consolidated reporting system for the New York Stock Exchange on April
4, 1996 of $17.00.
(2) Determined pursuant to Rule 457(c).
</FN>
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
<PAGE>
280,919 Shares
WORLD FUEL SERVICES CORPORATION
Common Stock
-------------------
This Prospectus relates to 280,919 shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock"), of World Fuel Services
Corporation, a Florida corporation (the "Company"), which may be offered from
time to time by Peter P. Baljet, Michael J. Kasbar and Paul H. Stebbins (the
"Selling Shareholders"). See "Selling Shareholders." None of the Shares covered
by this Prospectus are being offered by the Company.
The Selling Shareholders may offer or sell the Shares from time to
time, in amounts, at prices and on terms and conditions to be determined at the
time of sale. The Shares may be offered from time to time in one or more
transactions (including block transactions) on the New York Stock Exchange,
through negotiated transactions, or in a combination of methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. See "Plan of Distribution."
The Company is paying all of the expenses of this offering other than
brokerage commissions and associated sales expenses of the Selling
Shareholders, but will not receive any of the proceeds from the sale of the
Shares.
The Common Stock of the Company is traded on the New York Stock
Exchange under the symbol INT. On May 30, 1996, the last reported sale price
for the Company's Common Stock on the New York Stock Exchange was $18.625.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------
The date of this Prospectus is June , 1996.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH ALL THE
PERSONS MAKING SUCH OFFER OR SOLICITATION ARE NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements, and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington
D.C. 20549, and at its regional offices at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60621 and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such materials can be obtained
in person from the Public Reference Section of the Commission at its principal
office located at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, such reports, proxy statements, and other information
concerning the Company may be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005 and at the offices of the
Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94106.
The Company has filed with the Commission a Registration Statement on
Form S-3 (referred to herein, together with all amendments and exhibits
thereto, as the "Registration Statement") under the Act. This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. The Registration Statement may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. For further information regarding the
Company and the Common Stock offered hereby, reference is hereby made to the
Registration Statement.
-2-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under
Commission File Number 1-9533 are incorporated herein by this reference.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1996.
(2) The Company's definitive 1995 Proxy Statement distributed in connection
with its Annual Meeting of Shareholders held on August 21, 1995.
(3) The description of the Company's Common Stock, $.01 par value, contained in
the Company's Form 8-A filed on October 7, 1986, under Section 12(g) of the
Securities Exchange Act of 1934.
Each document filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Prospectus and prior to termination of the offering of securities offered
hereby shall be deemed to be incorporated by reference into this Prospectus on
the date of filing of such document.
Any statement contained herein or in any document incorporated herein
by reference shall be considered modified or superseded to the extent that a
statement in a subsequently dated document can fairly be read as being intended
to modify or supersede an earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
The Company will provide, without charge to each person to whom a copy
of the Prospectus is delivered, upon written or oral request, a copy of any or
all of the documents which are incorporated herein by reference, other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into the text of such documents. Requests should be directed to:
Ms. Ileana Garcia, Secretary, World Fuel Services Corporation, 700 South Royal
Poinciana Boulevard, Suite 800, Miami, Florida 33166, or by telephone (305)
884-2001.
-3-
<PAGE>
THE COMPANY
The Company is engaged in three principal businesses -- the marketing
of aviation and marine fuel and the recycling of used oil.
In its aviation fueling business, the Company extends credit and
provides single-supplier convenience, 24 hour service, and competitively-priced
aviation fuel to cargo and passenger airlines, and to charter, corporate, and
private aircraft. The Company can provide fuel to its customers at more than
1,100 airports located throughout the world.
In its marine fuel business, the Company brokers and trades in marine
fuel and lubricants, and provides credit, marine fueling and related services
to its customers. These products and services are sold and provided to a
diverse group of commercial ship owners and marine fuel users, including the
U.S. Government. The Company can provide marine fuel and lubricants to its
customers at ports throughout the world.
In its used oil recycling business, the Company collects used oil
throughout the Southeast and Mid-Atlantic United States from outlets which
include service stations, quick lube shops, auto dealers, and industrial,
governmental, marine and utility generators. The Company recycles non-hazardous
used oil into various fuel products and sells the oil to industrial and
commercial customers.
The Company was incorporated in Florida in July 1984. Its executive
offices are located at 700 South Royal Poinciana Boulevard, Suite 800, Miami,
Florida 33166, and its telephone number at this address is (305) 884-2001. The
Company presently conducts its aviation fueling business through five
subsidiaries and a joint venture with offices in Florida, Texas, Arizona,
California, England, Singapore, Costa Rica, and Ecuador; and its marine fuel
business through three subsidiaries with offices in New Jersey, California,
England, Singapore, South Korea, and South Africa. The Company conducts its oil
recycling business through five subsidiaries with offices in Florida,
Louisiana, Maryland, and Delaware.
In December 1986, the Company entered the aviation fueling business
with the acquisition of Advance Petroleum, Inc. In October 1989, the Company
expanded its aviation fueling capabilities by acquiring JCo Energy Partners,
Ltd. and shortly thereafter renamed these operations World Fuel Services, Inc.
In April 1993, the Company completed and commenced operation of a used oil and
water recycling plant in Wilmington, Delaware. In January 1995, the Company
entered the marine fuel business by acquiring substantially all of the assets
of Trans-Tec Services, Inc. ("Trans-Tec"), a New York corporation, and certain
assets and securities of affiliates of Trans-Tec.
-4-
<PAGE>
USE OF PROCEEDS
The Company will receive no proceeds from the sale of the Shares by
the Selling Shareholders.
SELLING SHAREHOLDERS
All of the Shares are being sold by the Selling Shareholders and the
Selling Shareholders will receive all of the proceeds from the sale of the
Shares. Other than the shares of Common Stock shown below, the Selling
Shareholders do not own any shares of Common Stock. Michael Kasbar and Paul
Stebbins received their Shares as part of the consideration paid by the Company
in connection with the Trans-Tec acquisition. See "The Company".
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock by the Selling Shareholders as of May
30, 1996, and as adjusted to reflect the sale of all of the Common Stock
offered by the Selling Shareholders hereunder. No Selling Shareholder
beneficially owns 5% or more of the outstanding Common Stock of the Company.
Each Selling Shareholder has sole voting and investment power with respect to
the Shares owned by him.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP PRIOR BENEFICIAL OWNERSHIP
TO OFFERING AFTER OFFERING
-------------------------- --------------------
NAME OF SELLING SHARES BEING
SHAREHOLDER NUMBER PERCENT OFFERED NUMBER PERCENT
- ----------- ------ ------- ------------ ------ -------
<S> <C> <C> <C> <C> <C>
Michael J. Kasbar (1)(3) 151,089 1.9% 141,413 9,676 *
Paul H. Stebbins (2)(3) 145,432 1.8% 135,756 9,676 *
Peter Baljet (4) 3,750 * 3,750 0 0
- ------------------------------
* Less than 1%
(1) Michael J. Kasbar is a Director and Senior Vice President of the Company
and is the Chairman and Chief Executive Officer of Trans-Tec. Mr. Kasbar
received 141,413 shares of Common Stock in connection with the Company's
acquisition of assets of Trans-Tec and certain assets and securities of
Trans-Tec's affiliates in January 1995.
(2) Paul H. Stebbins is a Director and Senior Vice President of the Company
and is the President and Chief Operating Officer of Trans-Tec. Mr. Stebbins
received 135,756 shares of Common Stock in connection with the Company's
acquisition of assets of Trans-Tec and certain assets and securities of
Trans-Tec's affiliates in January 1995.
(3) Includes 9,676 shares which may be purchased pursuant to options which
are currently exercisable. Messrs. Stebbins and Kasbar own other options which
are not currently exercisable
-5-
<PAGE>
(4) Peter Baljet is a former Director of the Company.
</TABLE>
PLAN OF DISTRIBUTION
The Selling Shareholders may sell any Shares offered hereby from time
to time in one or more transactions (including block transactions in which a
Selling Shareholder is the seller) on the New York Stock Exchange or in the
over-the-counter market. The Selling Shareholders may also sell Shares in
special offerings, exchange distributions or secondary distributions in
accordance with the rules of the New York Stock Exchange, in negotiated
transactions, including through the writing of options on shares of the Common
Stock (whether such options are listed on an options exchange or otherwise), or
otherwise. The Selling Shareholders may effect such transactions by selling
Shares to or through underwriters, dealers, brokers or agents. Such
underwriters, dealers, brokers or agents may sell such Shares to purchasers in
one or more transactions (including block transactions) on the New York Stock
Exchange or otherwise. Any sales may be made at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Without limiting the foregoing, brokers may act as dealers
by purchasing any and all Shares either as agents for others or as principals
for their own accounts and reselling such shares pursuant to this Prospectus.
Such brokers will receive compensation from the Selling Shareholders in the
form of commissions or discounts and may receive compensation from purchasers
of the Shares for whom they may act as agent or to whom they may sell as
principal in the form of commissions or discounts. The Selling Shareholders and
any underwriters, dealers, brokers or agents that participate in the sale of
such Shares may be deemed to be underwriters, and any profit on the sale of
such Shares by the Selling Shareholders and any discounts, commissions or
concessions received by any such underwriter, dealer, broker or agent may be
deemed to be underwriting discounts or commissions under the Securities Act.
There can be no assurances that the Selling Shareholders will sell any
or all of the Shares offered hereunder.
Sales of Shares at less than the market prices thereof may depress the
market price of the Company's Common Stock. Moreover, it is possible that a
significant number of Shares could be sold at the same time, which may also
depress the market price of the Company's Common Stock.
The Company has undertaken to amend this Prospectus from time to time
as shall be necessary to maintain its effectiveness until January 3, 1998. The
Company will not receive any of the proceeds from this offering.
LEGAL MATTERS
Certain matters with respect to the validity of the Shares being
offered hereby will be passed upon for the Company by its counsel, Shutts &
Bowen LLP, a limited liability partnership
-6-
<PAGE>
including professional associations, 1500 Miami Center, 201 South Biscayne
Boulevard, Miami, Florida 33131.
EXPERTS
The financial statements and schedule incorporated by reference in
this prospectus, to the extent and for the periods indicated in their report,
have been audited by Arthur Andersen LLP, independent certified public
accountants, and are included herein in reliance upon the authority of said
firm as an expert in giving said reports.
-7-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
In accordance with the agreements among the Selling Shareholders and
the Company, the Company has agreed to pay the expenses, fees and disbursements
relating to this registration statement for the Selling Shareholders. All of
the amounts shown below are estimates, except the Securities and Exchange
Commission registration fee.
SEC Registration Fee: $1,647
Printing Expenses: $1,000
Accounting Fees and Expenses: $2,000
Legal Fees and Expenses: $5,000
Blue Sky Fees and Expenses: $1,000
Miscellaneous Expenses: $1,000
---------
TOTAL: $11,647
=========
Any underwriting discounts, concessions or selling commissions
applicable to sales hereunder will be paid by the Selling Shareholders.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0850(1) of the Florida General Corporation Act provides
that a Florida corporation may indemnify any person who was or is a party to
any suit or proceeding (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no cause to believe his
conduct was unlawful.
Section 607.0850(2) provides that a Florida corporation may indemnify
any person who was or is a party to any suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against
-II-1-
<PAGE>
expenses and certain amounts paid in settlement, actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted under similar standards, except that no indemnification may be
made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable, unless, and only to the extent that, the court
in which such action or suit was brought shall determine that despite the
adjudication of liability, such person is fairly and reasonably entitled to be
indemnified for such expenses that the court shall deem proper.
Section 607.0850 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful in the defense
of any action, suit or proceeding referred to above or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 607.0850 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and that
the corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 607.0850.
The Company's Articles of Incorporation provide that the Company shall
indemnify its officers and directors, and former officers and directors, to the
full extent permitted by the laws of the State of Florida.
Item 16. EXHIBITS
4 The description of the Company's Common Stock, $.01 par
value, as contained in the Company's Form 8-A filed October
7, 1986, is hereby incorporated by reference.
5 Opinion of Shutts & Bowen LLP.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Shutts & Bowen LLP.
24(a) Power of Attorney of Ralph R. Weiser.
24(b) Power of Attorney of Jerrold Blair.
24(c) Power of Attorney of Phillip S. Bradley.
24(d) Power of Attorney of Ralph Feuerring.
24(e) Power of Attorney of John R. Benbow.
24(f) Power of Attorney of Celestin Durand III.
24(g) Power of Attorney of Michael J. Kasbar.
24(h) Power of Attorney of Paul H. Stebbins.
24(i) Power of Attorney of Myles Klein.
-II-2
<PAGE>
Item 17. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
-II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
-II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami Springs, State of
Florida, on the 31st day of May, 1996.
WORLD FUEL SERVICES CORPORATION
By:/s/ JERROLD BLAIR
------------------------
Jerrold Blair, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendement to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Ralph R. Weiser Chairman of the Board of Directors May 31, 1996
RALPH R. WEISER (Principal Executive Officer)
/s/ Jerrold Blair PRESIDENT AND DIRECTOR MAY 31, 1996
JERROLD BLAIR
/s/ Carlos Abaunza Chief Financial Officer and Treasurer May 31, 1996
CARLOS ABAUNZA (Principal Financial Officer &
Principal Accounting Officer)
/s/ Celestin Durand* Director May 31, 1996
Celestin A. Durand
/s/ Ralph Feuerring* Director May 31, 1996
Ralph R. Feuerring
/s/ John Benbow* Director May 31, 1996
John R. Benbow
/S/ Phillip Bradley* Director May 31, 1996
Phillip S. Bradley
/S/ Myles Klein* Director May 31, 1996
Myles Klein
/S/ Michael Kasbar* Director and Senior Vice President May 31, 1996
Michael J. Kasbar
/s/ Paul Stebbins* Director and Senior Vice President May 31, 1996
Paul H. Stebbins
*By: /s/ Jerrold Blair May 31, 1996
Jerrold Blair
Attorney-In-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------ ----------- -------------
<S> <C>
4 The description of the Company's Common Stock, $.01 par
value, as contained in the Company's Form 8-A filed October
7, 1986, is hereby incorporated by reference.
5 Opinion of Shutts & Bowen LLP.*
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Shutts & Bowen LLP.*
24(a) Power of Attorney of Ralph R. Weiser.*
24(b) Power of Attorney of Jerrold Blair.*
24(c) Power of Attorney of Phillip S. Bradley.*
24(d) Power of Attorney of Ralph Feuerring.*
24(e) Power of Attorney of John R. Benbow.*
24(f) Power of Attorney of Celestin Durand III.*
24(g) Power of Attorney of Michael J. Kasbar.*
24(h) Power of Attorney of Paul H. Stebbins.*
24(i) Power of Attorney of Myles Klein.*
================================================================================
</TABLE>
* Previously filed.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
May 16, 1996 included in the Form 10-K of World Fuel Services Corporation for
the year ended March 31, 1996 and to all references to our firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Miami, Florida,
May 30, 1996.
