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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FINAL AMENDMENT
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 Fina S.A.
(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 FINA S.A.
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)
Note The remainder of this cover page is only to be completed if this
Schedule 14D-1 (or amendment thereto) is being filed, inter alia, to satisfy the
reporting requirements of Section 13(d) of the Securities Act of 1934. See
General Instructions D, E, and F to Schedule 14D-1.
The Schedule 13D previously filed by Total with respect to PetroFina is
hereby amended to incorporate by reference the information contained in this
Schedule 14D-1 and the information contained in exhibits to this Schedule 14D-1.
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CUSIP No. 716485206 14D-1 Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Total Fina S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,168,488
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) / /
EXCLUDES CERTAIN SHARES*
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.8%
10 TYPE OF REPORTING PERSON*
OO (societe anonyme)
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Total Fina S.A., a societe anonyme organized under the laws of the Republic
of France ("Total Fina") 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, as amended on May 26, 1999, and on June 14, 1999, with respect to
Total Fina's offer to exchange all of the shares, American depositary shares and
warrants of PetroFina for shares, American depositary shares and warrants of
Total Fina, upon the terms and subject to the conditions set forth in the
Prospectus dated May 6, 1999, as amended pursuant to Rule 424 (b)(3) on June 14,
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
Subsection (a) of Item 2 of Schedule 14D-1 is hereby amended and
supplemented by adding to the end thereof the following:
"On June 14, 1999 Total changed its name to Total Fina S.A."
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3 of the Schedule 14D-1 is hereby amended and supplemented by
adding to the end thereof the following:
"During the Extended Offer Period Total Fina received 1,019,578
shares, 186,140 American depositary shares representing a total
of 1,038,192 PetroFina shares and 289,100 PetroFina warrants.
As a result, Total Fina now owns 23,168,488 PetroFina shares
representing a 98.8% interest in PetroFina, and 4,140,500 warrants,
representing 93.2% of the existing PetroFina warrants.
In exchange for the PetroFina shares, American depositary shares, and
warrants tendered into the offer, Total Fina is issuing 4,671,864 new
Total Fina shares, including 167,526 ADSs which Total Fina has caused
the depository to issue,and 234,171 Total Fina warrants.
A copy of the press release issued by Total Fina on July 9, 1999
announcing the results of the Extended Offer Period is attached hereto
as Exhibit (a)(14) and is incorporated herein by reference."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following
Exhibit:
(a)(14) Press Release issued by Total Fina S.A. on July 9, 1999.
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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
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(Signature)
Charles de Bollardiere
Treasurer
July 13, 1999
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Exhibit (a)(14)
[TOTALFINA LETTERHEAD]
PRESS RELEASE
COMMUNIQUE DE PRESSE
PARIS, FRIDAY 9 JULY 1999
TOTALFINA Owns A 98.8% Interest in PetroFina
At the End of the Public Exchange Offer
TOTALFINA announced today that, following its Public Exchange Offer reopened
from June 11 through July 2, it has received 1,019,578 shares and 186,140
American Depositary Shares (ADSs) representing a total of 1,038,192 PetroFina
shares and 289,100 Warrants. TOTAL had launched the first period of the exchange
offer on May 6 to acquire the PetroFina shares, ADSs and warrants it did not
already own.
As a result, TOTALFINA now owns 23,168,488 PetroFina shares representing a 98.8%
interest in PetroFina, and 4,140,500 Warrants, representing 93.2% of the
existing warrants.
In exchange for the PetroFina shares, ADSs and PetroFina warrants tendered to
the offer, TOTALFINA is issuing 4,671,864 new TOTALFINA shares to be listed on
the Paris, London and Brussels stock exchanges, and 234,171 TOTALFINA warrants.
The TOTALFINA ADSs and warrants exchanged for PetroFina ADSs and warrants will
be listed on the New York Stock Exchange.
TOTALFINA does not intend to make a squeeze-out for the remaining PetroFina
shares.
PetroFina shareholders will receive the shares due as a result of the reopened
Public Exchange Offer on July 15. TOTALFINA's 1998 dividend will be paid on
July 19.
