<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
SCHEDULE 14D-1
(RULE 14D-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
PETROFINA
(Name of Subject Company)
TOTAL
(Bidder)
SHARES WITH NO NOMINAL VALUE
AMERICAN DEPOSITARY SHARES
WARRANTS
(Title of Class of Securities)
716485206
(CUSIP Number of Class of Securities)
ALAIN-MARC IRISSOU
GENERAL COUNSEL
TOTAL
24, COURS MICHELET
LA DEFENSE 10
92800 PUTEAUX, FRANCE
(011-33-1) 41-34-40-00
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
Page 1 of 4
<PAGE> 2
Total, a societe anonyme organized under the laws of the Republic of France
("Total") hereby amends and supplements its Tender Offer Statement on Schedule
14D-1 (as amended from time to time, the "Schedule 14D-1"), filed with the
Securities and Exchange Commission (the "Commission") on May 6, 1999, with
respect to Total's offer to exchange all of the shares, American depositary
shares and warrants of PetroFina for shares, American depositary shares and
warrants of Total, upon the terms and subject to the conditions set forth in the
Prospectus dated May 6, 1999 and filed as exhibit (a)(1) to the Schedule 14D-1.
Unless otherwise indicated herein, each capitalized term used but not defined
herein shall have the meaning ascribed to such term in the Schedule 14D-1 or in
the Prospectus referred to therein.
ITEM 2. IDENTITY AND BACKGROUND.
(d) The information contained herein amends and supplements the
information contained in Item 2(d) of this Schedule 14D-1.
John J. Goossens................... Chairman and Chief Executive Officer
of Belgacom
(g) The information contained in Item 2(g) of this Schedule 14D-1 is
deleted in its entirety and replaced with the following text.
Each individual noted above under Item 2(d) is a citizen of France except
for Lord Alexander of Weedon, who is a citizen of the United Kingdom, Baron
Frere, Thierry de Rudder and John J. Goossens, who are citizens of Belgium and
Honorable Paul Desmarais, who is a citizen of Canada.
Page 2 of 4
<PAGE> 3
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The information contained herein amends and supplements the information
contained in Item 11 of this Schedule 14D-1.
(a)(8) Form 6-K filed by Total on May 24, 1999, which describes and
includes three press releases issued recently by Total.
(a)(9) Form 6-K filed by Total on May 24, 1999, which includes an
information memorandum describing the stock redemption
authorization approved by Total's shareholders replacing the
previous such authorization.
Page 3 of 4
<PAGE> 4
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
/s/ Charles de Bollardiere
---------------------------------------
(Signature)
Charles de Bollardiere
Treasurer
May 26, 1999
Page 4 of 4
<PAGE> 1
Exhibit a(8)
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
for the month of
TOTAL
(Translation of registrant's name into English)
Tour Total
24, cours Michelet
La Defense 10
92800 Puteaux
France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F |_|
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities and Exchange Act of
1934.
Yes |_| No |X|
If "yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-____________
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TOTAL
By: /s/ Charles PARIS DE BOLLARDIERE
----------------------------------
Date: May, 21 1999 Name: Charles PARIS DE BOLLARDIERE
Title: Treasurer
<PAGE> 3
TOTAL FORM 6-K DISCLOSURE
First Quater Sales
On May 18, 1999, Total announced that the following sales for the first
quarter of 1999 (as compared to the first quarter 1988):
<TABLE>
<CAPTION>
3 Mos 1999 3 Mos 1998 %
------------------------------------------------
(millions) (millions)
------------------------------------------------
FRF EUR FRF EUR
<S> <C> <C> <C> <C> <C>
Upstream(1) 7,734 1,179.0 8,704 1,326.9 -11.1%
Downstream 25,311 3,858.6 30,723 4,683.7 -17.6%
Chemicals 8,099 1,234.7 7,732 1,178.7 +4.7%
Holding 488 74.4 522 79.6 n.m.
Consolidation elimination of (3,614) (551.0) (4,631) (706.0) n.m.
internal sales(2)
CONSOLIDATED SALES (3) 38,018 5,795.8 43,050 6,562.9 -11.7%
</TABLE>
(1) Upstream sales include external sales primarily of natural gas and LPG,
and internal sales to the Downstream segment of crude oil produced by the
company and generally sold through the Trading Division.
(2) The consolidation eliminations represent primarily the sales of crude oil
by the Upstream segment to the Downstream segment.
(3) TOTAL consolidated sales before taking into account the transaction with
PetroFina to form the TotalFina Group.
The 11.7% decrease in the Group's consolidated sales resulted primarily
from a drop in Brent crude oil prices ($11.33/barrel versus $14.03/barrel for
the first quarter of 1998, a decline of 19.2 percent) and a decrease in the
dollar exchange rate (5.84 FF versus 6.09 FF), partially offset by volume
growth. Production increased 6 percent as compared to the first quarter of 1998.
The increase in chemical sales was primarily due to growth, both internal and
external, in the different specialty sectors. Excluding the negative impact of
foreign exchange, the increase in chemicals sales would have been 7%.
<PAGE> 4
A copy of Total's press release announcing such results is Exhibit 1
hereto.
Dividends
On May 11, 1999, Total shareholders at their annual general meeting
approved the annual dividend for 1998 of EUR 2, which will be paid before July
30, 1999. Persons who receive Total shares or American depositary shares
pursuant to Total's exchange offer being made by Total's Exchange Offer
Prospectus dated May 6, 1999, will be entitled to receive that dividend.
Also, persons who, prior to the dividend record date to be fixed by the
ADS depositary, exercise Total warrants received in that exchange offer will
also be entitled to receive that dividend. No adjustment will be made to the
exercise price [of], or number of ADS subject to, such Total warrants by
reason of that dividend.
Other Matters
Others resolutions approved by Total's shareholders at the Annual General
Meeting, including the election of directors, the change of Total's name to
"Total Fina S.A.", the conversion of the share capital currency from French
Francs to Euros, are described in the press releases attached as Exhibits 2 and
3.
<PAGE> 5
Exhibit 1
<PAGE> 6
TOTAL PRESS RELEASE TOTAL
Paris, May 18th, 1999
TOTAL REPORTS 1999 FIRST QUARTER CONSOLIDATED SALES OF
38 BILLION FRENCH FRANCS
TOTAL reported consolidated sales(1) for the 1999 first quarter of 38 billion
French francs (FrF) compared to 43.1 billion FrF reported for the 1998 first
quarter, a decrease of 11.7 percent.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Millions of French francs 3 Mos 1999 3 Mos 1998 %
<S> <C> <C> <C>
UPSTREAM (*) 7,734 8,704 -11.1%
DOWNSTREAM 25,311 30,723 -17.6%
CHEMICALS 8,099 7,732 +4.7%
Holding 488 522 n.m.
Consolidation elimination (3,614) (4,631) n.m.
of internal sales(*)
CONSOLIDATED SALES 38,018 43,050 -11.7%
- --------------------------------------------------------------------------------
</TABLE>
- ----------
(1) TOTAL consolidated sales before taking into account the combination with
PetroFina.
[TOTAL LOGO]
CORPORATE COMMUNICATIONS DIVISION
TOUR TOTAL 24, COURS MICHELET, 92089 PARIS LA DEFENSE CEDEX. TEL. (33) 1 41 35
34 71 / 34 75. FAX (33) 1 41 35 54 62
SOCIETE ANONYME CAPITAL STOCK A4402574550 RF 542 051 180 RCS NANTERRE. url:
http://www.total.com
<PAGE> 7
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Millions of Euros 3 Mos 1999 3 Mos 1998 %
<S> <C> <C> <C>
UPSTREAM(*) 1,179.0 1,326.9 -11.1%
DOWNSTREAM 3,858.6 4,583.7 -176%
CHEMICALS 1,234.7 1,178.7 +4.7%
Holding 74.4 79.8 n.m.
Consolidation elimination (551.0) (706.0) n.m.
of internal sales(*)
CONSOLIDATED SALES 5,795.8 6,562.9 -11.7%
- --------------------------------------------------------------------------------
</TABLE>
(*) Upstream sales include external sales primarily of natural gas and LPG, and
internal sales to the Downstream segment of crude oil produced by the
company and generally sold through the Trading Division
The consolidation eliminations represent primarily the sales of crude oil
by the Upstream segment to the Downstream segment
The 11.7% decrease in the Group's consolidated sales resulted primarily from a
drop in Brent crude oil prices ($11.33/barrel versus $14.03/barrel for the first
quarter of 1998, a decline of 19.2 percent) and a decrease in the dollar
exchange rate (5.84 FF versus 6.09 FF), partially offset by volume growth.
Upstream sales declined by 11.1 percent. This decrease was due to the decline in
hydrocarbon prices and the lower dollar exchange rate, partially offset by
production growth which amounted to a 6 percent increase in production as
compared to the first quarter of 1998.
Downstream sales declined by 17.6 percent due to the decrease in the price of
oil and refined products as well as the dollar exchange rate.
Chemicals sales rose by 4.7 percent to 8.1 billion FrF. The increase was
primarily due to growth, both internal and external, in the different specialty
sectors. Excluding the negative impact of foreign exchange, the increase in
Chemicals sales would have been 7%.
<PAGE> 8
Exhibit 2
<PAGE> 9
TOTAL PRESS RELEASE TOTAL
May 11th, 1999
TOTAL Shareholders' Meeting of May 11th, 1999
At the Combined General Meeting, held on May 11 under the chairmanship of
Thierry Desmarest, TOTAL shareholders approved all the proposed resolutions.
They approved the 1998 financial statements as well as the payment of a dividend
for 1998 of 2.00 euros (FF 13.12) per share before the associated tax credit,
representing a slight increase (+1%) from the previous year. The ex-dividend
date and the effective payment date for the shares will be before July 30, 1999,
depending on the closing date of the Public Exchange Offer for PetroFina shares.
The approved resolutions included:
o The re-election of the following Directors for new three-year terms:
- Jean Syrota, Chairman and Chief Executive Officer of Cogema,
- Michel Francois-Poncet, Chairman of the Paribas Supervisory Board,
- Lord Alexander of Weedon Q.C., Chairman of NatWest Group,
- Bertrand Jacquillat, University Professor, Co-founder and Chairman
and Chief Executive Officer of Associes en Finance.
o The election for a three-year term as Director of John J. Goossens,
Chairman and Chief Executive Officer of Belgacom.
o An authorization to convert the Company's issued capital into euros by
raising the par value of each share of common stock from FF 50.00 to 10.00
euros.
o A change in the Company's name from TOTAL to TOTAL FINA, when the Public
Exchange Offer for PetroFina shares is completed.
[TOTAL LOGO]
CORPORATE COMMUNICATIONS DIVISION
TOUR TOTAL 24, COURS MICHELET, 92089 PARIS LA DEFENSE CEDEX. TEL. (33) 1 41 35
34 71 / 34 75. FAX (33) 1 41 35 54 52
RAISON SOCIALE: SOCIETE ANONYME CAPITAL STOCK F 12 088 910 250. RCS NANTERRE 8
542 051 180. url: http://www.total.com
<PAGE> 10
Exhibit 3
<PAGE> 11
TOTAL PRESS RELEASE TOTAL
May 11th 1999
Shareholders' Meeting of May 11th, 1999
Highlights of Chairman and CEO Thierry Desmarest's Address
At the Annual Meeting of TOTAL shareholders on May 11, Thierry Desmarest said:
"Net income (Group share) in 1998 before non-recurring items declined by 9.1%,
to FF 6,916 million (euros 1,054 million). Including non-recurring items, net
income (Group share) amounted to FF 5,814 million (euros 886 million). Growth
and productivity gains during the year added FF 1.7 billion (euros 0.26 billion)
to the operating income and offset a significant part of the impact of a weaker
environment."
"The merger with PetroFina is proceeding satisfactorily, with the dedicated
support of the teams involved. The combined Group will be able to develop
extensive synergies in addition to the projected gains from the new 1999-2001
growth and productivity program. Based on a conservative environment scenario,
these initiatives are expected to increase operating income by FF 8 billion per
year (euros 1.2 billion) by end-2001. Of this amount, FF 3 billion (euros 0.4
billion) will be generated by growth and FF 5 billion (euros 0.8 billion) will
come from productivity gains and synergies."
"In 1999, TOTAL FINA plans to maintain a high level of capital expenditures,
slightly in excess of FF 26 billion (euros 4 billion). Some 60% of investments
will be dedicated to growing the Upstream business, with major projects
involving low technical costs. By 2005, the Upstream segment is expected to
represent half of the Group's capital invested, while Downstream will decline to
30% and Chemicals to 20%."
"Regarding performance of the new TOTAL FINA Group since the beginning of the
year, we were affected by a difficult environment in the first quarter, with a
$11/b Brent price and much lower refinery margins in Europe. Performance in the
second quarter is more favorable following a sharp upturn in the Brent price to
around $16 a barrel. Sustained growth in oil and gas production will enable
TOTAL FINA to benefit fully from the recovery in crude oil prices and from the
stronger dollar."
[LOGO]
CORPORATE COMMUNCIATIONS DIVISION
TOUR TOTAL 24 COURS MICHELET, 92089 PARIS LA DEFENSE CEDEX TEL. (33) 1 41 35 34
71/34 75 FAX (33) 1 41 35 84 82
RAISON SOCIALE, SOCIETE ANONYME CAPITAL STOCK F. 12 088 910 250. RCS NANTERRE 8
542 051 180 url : http//www.total.com
<PAGE> 1
Exhibit a(9)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
for the month of
TOTAL
(Translation of registrant's name into English)
Tour Total
24, cours Michelet
La Defense 10
92800 Puteaux
France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F |X| or Form 40-F |_|
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities and Exchange Act of
1934.
Yes |_| No |X|
If yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-____
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TOTAL
By: /s/ Charles Paris De Bollardiere
----------------------------------
Date: May 21, 1999 Name: Charles PARIS De BOLLARDIERE
Title: Treasurer
<PAGE> 3
FINANCIAL DIVISION 21 April 1999
DF/FT/Fund and Stock Market Dept.
PG/vb- No. 346/A
- --------------------------------------------------------------------------------
Information memorandum issued for the implementation of a stock redemption
programme which will be submitted to the approval of the Combined
Ordinary and Extraordinary Shareholders' meeting of 11 May 1999.
- --------------------------------------------------------------------------------
INTRODUCTION
Pursuant to COB Regulation No. 98-02 of 6 September 1998, the purpose of this
information memorandum is to describe the objectives, terms and conditions of
the stock redemption programme contemplated by TOTAL and its estimated impact on
the position of shareholders.
1. OBJECTIVES OF THE STOCK REDEMPTION PROGRAMME AND USE OF THE REDEEMED
SHARES
The resolution submitted to TOTAL's Extraordinary Shareholders' Meeting will
authorise a stock redemption programme covering no more than 10% of the
Company's capital. Shares already held by the Company shall be taken into
account in order to calculate the said threshold.
The priority objectives of this stock redemption programme shall be as follows:
o regularisation of the share price through intervention on the market for
the shares
o implementation of programmes for the granting of stock options; it is
however specified that TOTAL already holds 970,000 shares under such plans
o redemption of a number of shares corresponding to the shares issued or to
be issued in connection with the exercise of TOTAL warrants
o redemption of a number of shares corresponding to shares issued or to be
issued as part of share capital increases reserved for employees
o management of the Company's cash or reserves if it appears that such
redemption is an adequate solution.
Shares may also be redeemed for the following reasons:
o implementation of a stock purchase programme by employees or any allotment
of shares as part of employee participation in the results of corporate
growth
o redemption of shares which are to be exchanged as part of external growth
transactions
o redemption of shares in connection with the issuance of rights attached to
investment securities giving right upon reimbursement, conversion,
exchange or tendering of a coupon or in any other manner to the allotment
of Company shares.
<PAGE> 4
The stock redemption programme will also enable TOTAL to purchase and sell its
own shares on the stock market or through over-the-counter transactions or for
any other purpose that is or may be authorised by law or regulations in force
and effect. In such case, the Company shall inform its shareholders by way of a
press release.
In view of these objectives, the Treasury shares so redeemed may in priority be:
o either transferred, through any means and in particular through sale on
the stock exchange or over the counter through a block sale, exchange of
shares as a payment for an acquisition or in connection with public offers
of purchase, exchange or sale
o or delivered to holders of stock options
o or forfeited within the limit of 10% of the share capital in order to
optimise earnings per share, subject also to approval by TOTAL's
Extraordinary Shareholders' Meeting.
Shares purchased may possibly be:
o either sold to employees directly or through the employee savings fund
o or retained
o or delivered following the exercise of rights attached to investment
securities giving a right to the allotment of Company shares by way of
repayment, conversion, exchange, tendering of a coupon or in any other
manner.
Shares redeemed and retained by TOTAL shall be deprived of any voting right and
shall not give a right to the payment of a dividend.
2. LEGAL FRAMEWORK
The implementation of this programme, in pursuance of the provisions of
Act No. 98-546 of 2 July 1998 containing various economic and financial
provisions, will be proposed to the next Combined Ordinary and Extraordinary
Shareholders' Meeting of TOTAL, held on 11 May 1999, in the form of the
following resolutions:
o Authority granted to the Board of Directors to purchase shares of the
Company in line with the objectives of the stock redemption programme.
This authority is requested for a maximum term of eighteen months.
Maximum purchase price: EUR 150. Minimum purchase price: EUR 60.
This resolution would cancel and supersede the previous authority
regarding share price regularisation, which had been granted by the fourth
resolution of the Combined Ordinary and Extraordinary Shareholders'
Meeting of TOTAL, hold on 13 May 1998.
o Authority granted to the Board of Directors to forfeit shares acquired
under the stock redemption plan, within the limit of 10% of the capital
for each period of 24 months. This authority is requested for a term of
eighteen months.
<PAGE> 5
3. TERMS AND CONDITIONS
3-1. Maximum percentage of the share capital to be acquired and maximum amount
to be used for this transaction
The maximum percentage of its share capital that TOTAL intends to purchase is
10% of the Company's current capital. This limit shall not be calculated on the
basis of the share capital at a given time but shall be adjusted on an ongoing
basis in order to reflect changes in TOTAL's capital. The number of shares
comprising TOTAL's capital as of 31 March 1999 is 288,051,493 shares (for the
record only: the number of voting rights is 305,916,449).
As an indication only and on the basis of the maximum number of shares
comprising the capital after the public offer of exchange for PetroFina, i.e.
352,657,260 shares, and taking into account the 4,697,792 shares already held by
TOTAL as of 31 March 1999, the maximum number of shares to be purchased in order
to fully implement the programme would be 30,567,934 shares, or a maximum
theoretical investment equal to EUR 4,585 million on the basis of the maximum
purchase price of EUR 150.
TOTAL undertakes to comply on an ongoing basis with the legal limit regarding
the direct or indirect holding of Treasury shares.
3-2. Terms and conditions of the redemption
The shares may be redeemed by all means on the market or over the counter. These
means include the use of any financial derivative instrument, whether traded on
a regulated market or over the counter, and the creation of option strategies.
These transactions may be carried out at any time, in compliance with laws and
regulations in force and effect. No quota is allotted a priori as regards the
part of the programme to be implemented through block sales, within the limit of
the authority to be granted by shareholders.
3.3. Term and timetable of the redemption programme
In accordance with the fifth resolution which will be submitted to the Combined
Extraordinary and Ordinary Shareholders' Meeting of 11 May 1999, the stock
redemption programme may be implemented over an eighteen-month period from the
date of the said Meeting, such period expiring on 11 November 2000.
3-4. Terms and conditions governing the funding of the stock redemption
programme
TOTAL Group intends to fund the stock redemption programme with its own
resources without excluding a possible reliance on debt.
4. INFORMATION FOR ASSESSING THE IMPACT OF THE PROGRAMME ON THE FINANCIAL
POSITION OF THE TOTAL GROUP
The calculation of the programme's impact on TOTAL Group's financial statements
has been made, as an indication only, on the basis of the pro forma financial
statements as of 31 December 1998, assuming that PetroFina was wholly owned by
TOTAL on the same date, and assuming that all shares redeemed would be actually
forfeited, except for 970,000 shares allotted to the stock option programme.
<PAGE> 6
A simulation is shown below on the basis of the following assumptions:
> Average unit purchase price of EUR 100 per share, this price being close
to the weighted average of the share price over a two-month period (26
January 99, 25 March 99) or EUR 98.65.
> Financial expenses at the short-term rate of 3.5%; the taxation rate used
corresponds to TOTAL's position as of 31 December 1998, TOTAL having opted
for the consolidated global net income system.
> Redemption of 30,567,934 shares which, in addition to the 4,697,792 shares
already held by TOTAL, represent 10% of the capital and forfeiting of the
said shares, less the 970,000 shares allocated to the stock option plan,
or a total of 34,295,726 shares.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
In EUR million (except where otherwise indicated) 1998 pro forma 1998 pro forma after redemption of
Base: Fiscal 1998 Total-PetroFina 30,567,934 shares and forfeiting of
34,295,726 shares
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Total amount of the redemption 3,057
- ---------------------------------------------------------------------------------------------------------
Number of shares comprising the capital 352,657,260 318,361,534
- ---------------------------------------------------------------------------------------------------------
Shareholders' equity after payment of dividends 13,575 10,108
- ---------------------------------------------------------------------------------------------------------
Net consolidated debt 5,697 18,860
- ---------------------------------------------------------------------------------------------------------
Net debt/shareholders' equity ratio 42% 88%
- ---------------------------------------------------------------------------------------------------------
Net income* 1,560 1,462
- ---------------------------------------------------------------------------------------------------------
Net earnings per share (in EUR/share) 4.42 4.59
- ---------------------------------------------------------------------------------------------------------
Impact on net earnings per share 3.8%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
* Not including non-recurrent items of the 1998 net income.
5. TAX TREATMENT OF THE REDEMPTION
On the basis of current legislation, the tax treatment is as follows:
5-1. For the seller
The repurchase of its own shares by the Company in order to forfeit the said
shares shall have no impact on taxable income: in particular no capital gains
will be recognised for tax purposes in case of revaluation of the shares between
the date of their redemption and the date upon which they are forfeited. Also,
this redemption will not result in the obligation to pay the precompte (special
withholding tax on dividends). In the event that the redeemed shares are
eventually sold or transferred at a price different from their repurchase price,
the taxable income will be impacted by the amount of the capital gain or loss so
made.
5-2. For shareholders selling shares and whose tax domicile is located in France
Pursuant to Article 112-6(degree) of the General Tax Code (CGI), amounts
received by shareholders upon the sale of their securities to the issuer as part
of a stock redemption programme are subject to the capital gains tax.
Individual shareholders whose tax domicile is located in France
Pursuant to Article 92B of the CGI, capital gains arising in connection with the
sale of securities are taxable in full where the annual amount of the sales
exceeds the threshold determined by the Finance Bill (FRF 50,000 for fiscal
1999). Capital losses may be applied against capital gains of the same nature
sustained during the year of the sale or the five following years, provided that
the aforementioned threshold is exceeded during the year during which the said
capital losses have been sustained.
The said gain is taxed at the current total rate of 26%, including 16% due under
corporate income tax, 7.5% due under the generalised social security
contribution, 2% under the social levy and 0.5% under the contribution to the
repayment of the social debt.
<PAGE> 7
Shareholders who are legal persons subject to income tax and which are domiciled
in France for tax purposes
Capital gains and losses made in connection with the sale are taxable at the
ordinary rate, i.e. currently 33 1/3% plus the additional 10% contribution and,
where applicable, the temporary contribution (at the rate of 10% for fiscal
1999).
However, pursuant to Article 219-1.a ter of the CGI, where securities sold
qualify as controlling interests in the meaning of accounting and tax
regulations, and where such securities have been held for more than 2 years,
capital gains and losses made in connection with the sale may be subject to the
provisions applicable to long-term capital gains and losses, provided that the
relevant amounts are posted to the special reserve for long-term capital gains.
In such case, the applicable tax rate is 19% plus the additional 10%
contribution and, where applicable, the temporary contribution (at the rate of
10% for fiscal 1999).
Investors' attention is drawn to the fact that this information is only a
summary of applicable tax rules and that their specific situation must be
reviewed with their usual tax advisor.
5-3. For shareholders selling shares and who are not domiciled in France for tax
purposes
Non-resident shareholders are not subject to French tax.
6. STRUCTURE OF TOTAL'S SHARE CAPITAL
The table below provides information regarding shareholders known to the Company
as of 31 March 1999.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
31 MARCH 1999 Percentage of the Percentage of the voting rights
capital
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
1. MAIN SHAREHOLDERS REPRESENTED
WITH THE BOARD OF DIRECTORS
- - AGF 0.8 1.0
- - Paribas 0.4 0.8
- - COGEMA 4.7 8.8
- - Societe Generale 1.0 1.8
- - Electrafina 8.3 7.8
- - Investor 2.4 2.2
- - Tractebel 2.0 1.9
- - Electrabel 1.9 1.8
- - AG 1824 0.4 0.4
2. GROUP EMPLOYEES 2.4 4.0
3. OTHER REGISTERED SHAREHOLDERS 0.9 0.9
(not including Total and Total Nucleaire)
- -----------------------------------------------------------------------------------------------
SUB-TOTAL STABLE SHAREHOLDERS 25.2 31.4
- -----------------------------------------------------------------------------------------------
4. SHARES HELD WITHIN THE GROUP
- - Total 1.6 0
- - Total Nucleaire 0.3 0
- -----------------------------------------------------------------------------------------------
TOTAL NUMBER OF SHARES HELD 1.9 0
WITHIN THE GROUP
- -----------------------------------------------------------------------------------------------
OTHER BEARER SHARES 72.9 68.6
- -----------------------------------------------------------------------------------------------
(INCLUDING BEARERS OF ADSs*) 8.8 8.3
- -----------------------------------------------------------------------------------------------
</TABLE>
* American Depositary Shares listed on the New York Stock Exchange.
<PAGE> 8
7. PERSON RESPONSIBLE FOR THIS INFORMATION MEMORANDUM
To the best of my knowledge, the data contained in this information memorandum
accurately reflect the facts. They contain all information necessary so that
investors and shareholders may make a judgement on TOTAL's programme for the
redemption of its own shares. No information that might alter the tenor of this
document has been omitted.
Thierry DESMAREST
Chairman and Chief Executive Officer
A reference document was registered with the French Commission des Operations de
Bourse on March 18, 1999 under Number R 99-046.
