As filed with the Securities and Exchange Commission on April 10, 1996
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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WORLD FUEL SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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FLORIDA 59-2459427
(STATE OR JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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<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, INCLUDING (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>
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WITH A COPY TO:
LUIS A. DE ARMAS, ESQ.
SHUTTS & BOWEN
1500 MIAMI CENTER
201 SOUTH BISCAYNE BOULEVARD
MIAMI, FLORIDA 33131
(305) 358-6300
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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. [ ]
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 PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE 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>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED APRIL 10, 1996
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 April 4, 1996, the last reported sale price
for the Company's Common Stock on the New York Stock Exchange was $16.875.
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 April , 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.
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<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,
1995.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1995.
(3) The Company's definitive 1995 Proxy Statement distributed in connection with
its Annual Meeting of Shareholders held on August 21, 1995.
(4) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1995.
(5) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1995.
(6) 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.
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<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
diversified 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 four
subsidiaries and a joint venture with offices in Florida, Texas, Arizona,
California, England, Singapore, 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 being offered hereby, the Selling Shareholders do
not own any shares of Common Stock. Michael Kasbar and Paul Stebbins own options
to purchase Shares of Common Stock, which options are not currently exercisable.
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
April , 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.
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING
-------------------- --------------------
NAME OF SELLING SHARES BEING
SHAREHOLDER NUMBER PERCENT OFFERED NUMBER PERCENT
- ----------- ------ ------- ------- ------ -------
Michael J. Kasbar (1) 141,413 1.2% 141,413 0 0
Paul H. Stebbins (2) 135,756 1.1% 135,756 0 0
Peter Baljet (3) 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) Peter Baljet is a former director of the Company.
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<PAGE>
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 including professional associations,
1500 Miami Center, 201 South Biscayne Boulevard, Miami, Florida 33131.
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<PAGE>
EXPERTS
The financial statements and schedules incorporated by reference in
this prospectus, to the extent and for the periods indicated in their reports,
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.
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<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.
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<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.
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<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 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 9th day of
April, 1996.
WORLD FUEL SERVICES CORPORATION
By: /s/ JERROLD BLAIR
---------------------------
Jerrold Blair, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RALPH R. WEISER CHAIRMAN OF THE BOARD OF DIRECTORS APRIL 9, 1996
- ---------------------- (PRINCIPAL EXECUTIVE OFFICER)
RALPH R. WEISER
/s/ JERROLD BLAIR PRESIDENT AND DIRECTOR APRIL 9, 1996
- ----------------------
JERROLD BLAIR
/s/ CARLOS ABAUNZA CHIEF FINANCIAL OFFICER AND TREASURER APRIL 9, 1996
- ---------------------- (PRINCIPAL FINANCIAL OFFICER &
CARLOS ABAUNZA PRINCIPAL ACCOUNTING OFFICER)
/s/ CELESTIN DURAND* DIRECTOR APRIL 9, 1996
- ----------------------
CELESTIN A. DURAND
/s/ RALPH FEUERRING* DIRECTOR APRIL 9, 1996
- ----------------------
RALPH R. FEUERRING
/s/ JOHN BENBOW* DIRECTOR APRIL 9, 1996
- ----------------------
JOHN R. BENBOW
/s/ PHILLIP BRADLEY* DIRECTOR APRIL 9, 1996
- ----------------------
PHILLIP S. BRADLEY
/s/ MYLES KLEIN* DIRECTOR APRIL 9, 1996
- ----------------------
MYLES KLEIN
/s/ MICHAEL KASBAR* DIRECTOR AND SENIOR VICE PRESIDENT APRIL 9, 1996
- ----------------------
MICHAEL J. KASBAR
/s/ PAUL STEBBINS* DIRECTOR AND SENIOR VICE PRESIDENT APRIL 9, 1996
- ----------------------
PAUL H. STEBBINS
*BY: /s/ JERROLD BLAIR APRIL 9, 1996
------------------
JERROLD BLAIR
ATTORNEY-IN-FACT
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------ ----------- -------------
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.
- ------------------------------------------------------------------------
*To be filed by amendment.
Shutts & Bowen
1500 Miami Center
201 South Biscayne Center
Miami, Florida 33131
(305) 358-6300
April 8, 1996
World Fuel Services Corporation
700 S. Royal Poinciana Boulevard
Suite 800
Miami Springs, FL 33166
Gentlemen:
We have acted as counsel for World Fuel Services Corporation (the
"Company") with respect to the preparation and filing with the Securities and
Exchange Commission of a Form S-3 Registration Statement (the "Registration
Statement") in connection with the registration of 277,169 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"). Unless
otherwise provided herein, the capitalized terms used in this opinion shall have
the meanings set forth in the Registration Statement.
In connection with our opinion, we have examined the following
documents:
1. The Registration Statement, including all exhibits
thereto, as filed with the Securities and Exchange
Commission.
2. The minute books of the Company.
In rendering this opinion, we have undertaken no independent
review of the operations of the Company. Instead, we have relied solely upon the
documents described above. In examining such documents, we have assumed the
authenticity of all documents submitted
<PAGE>
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents.
We have also examined such questions of United States and Florida law
as we have deemed appropriate. We express no opinion herein as to the laws of
any other jurisdiction.
Based upon the foregoing, we are of the opinion that all of the shares
of Common Stock registered pursuant to the Registration Statement are duly
issued, fully paid, and non-assessable.
Very truly yours,
/s/ SHUTTS & BOWEN LLP
EXHIBIT 23(b)
SHUTTS & BOWEN LLP
April 8, 1996
World Fuel Services Corporation
700 South Royal Poinciana Boulevard
Suite 800
Miami Springs, FL 33166
Re: FORM S-3 REGISTRATION STATEMENT
Ladies and Gentlemen:
In connection with the Form S-3 Registration Statement to be filed by
World Fuel Services Corporation with the Securities and Exchange Commission,
Shutts & Bowen hereby consents to the inclusion of our opinion letter as an
Exhibit to the Registration Statement and to the use of our name, and statements
with respect to us, in the Registration Statement.
Very truly yours,
/s/ Shutts & Bowen LLP
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Ralph R. Weiser, Chairman
of the Board of Directors of World Fuel Services Corporation, a Florida
corporation, has made, constituted and appointed, and by these presents does
make, constitute and appoint, Jerrold Blair his true and lawful attorney for him
and in his name, place, and stead to sign the Form S-3 Registration Statement
and all amendments thereto for World Fuel Services Corporation, giving and
granting unto said attorney full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as he might or could do if
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that each said attorney or his substitute shall
lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ RALPH R. WEISER
- -------------------- -------------------
Ralph R. Weiser
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 day of January, 1996, before me, SONIA ASENCIO , a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Ralph R. Weiser to me personally known (or has produced
________________________________ as identification), and known to me to be the
same person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
------------------
Notary Public
SONIA ASENCIO
------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Jerrold Blair, President
and Director of World Fuel Services Corporation, a Florida corporation, has
made, constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser his true and lawful attorney for him and in his name,
place, and stead to sign the Form S-3 Registration Statement and all amendments
thereto for World Fuel Services Corporation, giving and granting unto said
attorney full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and
confirming all that each said attorney or his substitute shall lawfully do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ JERROLD BLAIR
- -------------------- -----------------
Jerrold Blair
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 day of January, 1996, before me, SONIA ASENCIO , a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Jerrold Blair to me personally known (or has produced ________
___________________________ as identification), and known to me to be the same
person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------
Notary Public
SONIA ASENCIO
-----------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Phillip S. Bradley, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-3 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 3rd day of April, 1996.
Sealed and delivered in
the presence of:
/s/ JANET RUSAKOV
- -----------------------
ILLEGIBLE /s/ PHILLIP BRADLEY
- ----------------------- -------------------
Phillip S. Bradley
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 3rd of April, 1996, before me, Janet Rusakov, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Phillip S. Bradley to me PERSONALLY KNOWN (or has produced
_____________________________________ as identification), and known to me to be
the same person described in and who executed the within Power of Attorney, and
he acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ JANET RUSAKOV
-----------------
Notary Public
JANET RUSAKOV
-----------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Ralph R. Feuerring, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-3 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ RALPH R. FEUERRING
- -------------------- ----------------------
Ralph R. Feuerring
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 of January, 1996, before me, SONIA ASENCIO , a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Ralph R. Feuerring to me PERSONALLY KNOWN (or has produced
________________________________________ as identification), and known to me to
be the same person described in and who executed the within Power of Attorney,
and he acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------
Notary Public
SONIA ASENCIO
-----------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, John R. Benbow, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-3 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ JOHN R. BENBOW
- -------------------- ------------------
John R. Benbow
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 of January, 1996, before me, SONIA ASENCIO , a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared John R. Benbow to me PERSONALLY KNOWN (or has produced ______
________________________ as identification), and known to me to be the same
person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------
Notary Public
SONIA ASENCIO
-----------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Celestin R. Durand III, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-3 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 1st day of April, 1996.
Sealed and delivered in
the presence of:
/s/ PATRICIA COLE
- -----------------------
/s/ LAURA SALAZAR /s/ CELESTIN R. DURAND
- ----------------------- ----------------------
Celestin R. Durand
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 1st of April 1996, before me, Robert M. Shannon, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Celestin R. Durand to me PERSONALLY KNOWN (or has produced
___________________________________ as identification), and known to me to be
the same person described in and who executed the within Power of Attorney, and
he acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ ROBERT M. SHANNON
---------------------
Notary Public
ROBERT M. SHANNON
---------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Michael J. Kasbar, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-3 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ MICHAEL J. KASBAR
- -------------------- ---------------------
Michael J. Kasbar
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 of January, 1996, before me, a SONIA ASENCIO ,
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Michael J. Kasbar, to me PERSONALLY KNOWN (or has produced
_____________________________________________ as identification), and known to
me to be the same person described in and who executed the within Power of
Attorney, and he acknowledged the within Power of Attorney to be his act and
deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------
Notary Public
SONIA ASENCIO
-----------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Paul H. Stebbins, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-3 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ PAUL H. STEBBINS
- -------------------- --------------------
Paul H. Stebbins
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 of January, 1996, before me, SONIA ASENCIO , a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Paul H. Stebbins, to me PERSONALLY KNOWN (or has produced
_______________________________________ as identification), and known to me to
be the same person described in and who executed the within Power of Attorney,
and he acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------
Notary Public
SONIA ASENCIO
-----------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Myles Klein, a Director
of World Fuel Services Corporation, a Florida corporation, has made, constituted
and appointed, and by these presents does make, constitute and appoint, Ralph R.
Weiser and Jerrold Blair, and each of them severally, his true and lawful
attorney for him and in his name, place, and stead to sign the Form S-3
Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 23 day of January, 1996.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- --------------------
/s/ JANET D. RUSAKOV /s/ MYLES KLEIN
- -------------------- ---------------
Myles Klein
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 23 of January, 1996, before me, SONIA ASENCIO, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Myles Klein, to me PERSONALLY KNOWN (or has produced _________
__________________________ as identification), and known to me to be the same
person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------
Notary Public
SONIA ASENCIO
-----------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
