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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 1)
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and
Rule 13e-3 ((s)240.13e-3) Thereunder)
Amendment No. 1
Fina, Inc.
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(Name of Issuer)
PetroFina S.A.,
American Petrofina Holding Company,
Petrofina Delaware, Incorporated,
New Fina, Inc.
Fina, Inc.
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(Name of Person(s) Filing Statement)
Class A Common Stock, $.50 par value per share
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(Title of Class of Securities)
028861102
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(CUSIP Number of Class of Securities)
Francois Vincke Cullen M. Godfrey
PetroFina S.A. Fina, Inc.
52 Rue de l'Industrie Fina Plaza
B-1040 Brussels, Belgium 8350 North Central Expressway
Dallas, TX 75806
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(Name, Address and Telephone Number of Persons Authorized
To Receive Notices and Communications on Behalf of Person(s)
Filing Statement)
With Copies To:
Richard W. Cass Allen Finkelson
Wilmer, Cutler & Pickering Cravath, Swaine & Moore
2445 M Street, N.W. Worldwide Plaza
Washington, DC 20037-1420 825 Fifth Avenue
(202) 663-6000 New York, NY 10019-7475
(212) 474-1000
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This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [_]
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
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$279,153,000 $55,831
* Calculated by multiplying $63, by 4,431,000, the sum of the number of shares
of Common Stock to be converted in the Merger.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid: $3,922
Form or Registration No.: Registration Statement on Form F-4
Filing Party: PetroFina S.A.
Date Filed: April 3, 1998
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Schedule 13E-3") is being filed by (i) PetroFina S.A., a societe
anonyme/naamloze vennootschap organized under the laws of the Kingdom of Belgium
("Parent"), (ii) American Petrofina Holding Company, a Delaware corporation and
wholly-owned subsidiary of parent ("APHC"), (iii) Petrofina Delaware,
Incorporated, a Delaware corporation and an indirect, wholly owned subsidiary of
Parent ("PDI"), (iv) New Fina, Inc., a Delaware corporation ("Mergeco") and (v)
Fina, Inc., a Delaware corporation (the "Company"), and pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3
promulgated thereunder by the Securities and Exchange Commission (the
"Commission") in connection with the merger of Mergeco with and into the
Company, with the Company being the surviving corporation, and each of the
issued and outstanding shares (the "Shares") of Class A common stock, par value
$.50 per share, of the Company not already owned by Parent or any of its
affiliates, upon the terms and subject to the conditions set forth in that
certain Agreement and Plan of Merger, dated as of February 17, 1998, as amended
by the First Amendment to Agreement and Plan of Merger dated as of March 31,
1998 (as amended, the "Merger Agreement"), among Parent, PDI, Mergeco and the
Company, a copy of which is filed as Exhibits (c)(1) and (c)(2) hereto.
The following Cross Reference Sheet, prepared pursuant to General
Instruction F to Schedule 13E-3, shows the location in the Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus"), included in the
Registration Statement on Form F-4 (the "F-4") filed by Parent with the
Commission on the date hereof of the information required to be included in this
Schedule 13E-3. The information set forth in the F-4, including all exhibits
thereto, is hereby expressly incorporated herein by reference as set forth in
the Cross Reference Sheet and the responses in this Schedule 13E-3, and such
responses are qualified in their entirety by reference to the information
contained in the Proxy Statement/Prospectus and the annexes thereto.
The information contained in this Schedule 13E-3 concerning the
Company, including, without limitation, the information concerning the
background of the transaction, the deliberations of the Company's Board of
Directors in connection with the transaction, the opinion of the Company's
financial advisor and the Company's capital structure and historical financial
statements and projections, was supplied by the Company. Parent, APHC, PDI and
Mergeco take no responsibility for the accuracy of such information.
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CROSS REFERENCE SHEET
Item in Where Located in
Schedule 13E-3 Proxy Statement/Prospectus
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Item 1(a)............................... Cover Page, "Summary--The Companies" and
"Summary--The Merger"
Item 1(b)............................... "Summary--Vote Required; Record Date" and
"Special Factors--Background of the Merger"
Items 1(c) and (d)...................... "Summary--Market Prices and Dividends" and
"Market Prices and Dividends for PetroFina
Securities"
Item 1(e)............................... *
Item 1(f)............................... *
Items 2(a) - (d) and (g)................ Cover Page, "Summary--The Companies,"
"PetroFina Management and Ownership of
PetroFina Shares" and Annex E to the Proxy
Statement/Prospectus
Items 2(e) and (f)...................... *
Item 3(a)............................... "Special Factors--Background of the Merger"
Item 3(b)............................... "Special Factors--Background of the Merger"
Item 4(a)............................... Cover page, "Summary--The Merger" and "The
Merger--The Merger Agreement"
Item 4(b)............................... *
Items 5(a) - (g)........................ "The Merger--The Merger Agreement" and "Special
Factors--Plans for the Company After the
Merger; Certain Effects of the Merger"
Items 6(a).............................. "Summary--Financing of the Merger" and "The
Merger--Financing of the Merger"
Item 6(b)............................... "The Merger--The Merger Agreement--Fees" and
"The Merger--Fees and Expenses"
Item 6(c)............................... "The Merger--Financing of the Merger"
Item 6(d)............................... *
Item 7(a)............................... "Special Factors--Purpose and Structure of the
Merger; Parent's Reasons for the Merger"
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Item 7(b) and (c)............................."Special Factors--Background of the Merger"
and "Special Factors--Purpose and Structure of
the Merger; Parent's Reasons for the Merger"
Item 7(d)....................................."Special Factors--Plans for the Company After the
Merger; Certain Effects of the Merger" and "The
Merger--Certain Tax Consequences of the Merger"
Item 8(a) - (e)...............................Cover Page, "Summary--Recommendation of the Board
of Directors," "Summary--Opinion of the Special
Committee's Financial Advisor," "Special
Factors--Background of the Merger," "Special
Factors--Recommendation of the Company Board,"
"Special Factors--Fairness of the Merger," "Special
Factors--Interests of Certain Persons in the Merger"
and "Special Factors--Position of Parent Regarding
Fairness of the Merger"
Item 8(f).....................................*
Item 9(a) - (c)..............................."Summary--The Merger," "Special Factors--
Background of the Merger" and "Special Factors--
Fairness of the Merger"
Item 10(a) - (c).............................."Summary--The Companies--The Company," "Special
Factors--Background of the Merger," "The
Company--Principal Stockholders and Stock
Ownership of the Company Management" and
"PetroFina Management and Ownership of
PetroFina Shares"
Item 11......................................."Special Factors--Background of the Merger," "Special
Factors--Purpose and Structure of the Merger;
Parent's Reasons for the Merger," "Special Factors--
Plans for the Company After the Merger; Certain
Effects of the Merger," "Special Factors--Interests of
Certain Persons in the Merger" and "Related Party
Transactions"
Item 12(a) and (b)............................"Summary--Vote Required; Record Dates" and
"The Meeting--Voting at the Meeting"
Item 13(a)...................................."Summary--Rights of Dissenting Stockholders,"
"The Merger--Rights of Dissenting Stockholders"
and Annex D to the Proxy Statement/Prospectus
Item 13(b)....................................*
Item 13(c)....................................*
Item 14(a)...................................."Summary--Selected Consolidated Financial Data
of the Company," "Summary--Comparative Unaudited
Per Share Data," "The Company--Selected
Consolidated Financial Information" and
"PetroFina Financial Statements"
Item 14(b)....................................*
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Item 15(a)...................................."Special Factors--Background of the Merger," "Special
Factors--Recommendation of the Company Board"
and "Special Factors--Plans for the Company After the
Merger; Certain Effects of the Merger"
Item 15(b)...................................."Special Factors--Fairness of the Merger--Opinion of
the Special Committee's Financial Advisor," "The
Merger--Merger Agreement--Expenses" and "The
Merger--Fees and Expenses"
Item 16.......................................Proxy Statement/Prospectus in its entirety
Item 17.......................................*
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* The Item is located in the Schedule 13E-3 only.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in the Proxy Statement/Prospectus on
the cover page thereof and under "Summary--The Companies" and "Summary--The
Merger" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement/Prospectus under
"Summary--Vote Required: Record Date" and "Special Factors-Background of the
Merger" is incorporated herein by reference.
(c) and (d) The information set forth in the Proxy Statement/Prospectus
under "Summary--Market Prices and Dividends" and "Market Prices and Dividends
for PetroFina Securities" is incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is being filed by Parent, APHC, PDI,
Mergeco and the Company. The information set forth on the cover page thereof and
under "Summary--The Companies," "PetroFina Management and Ownership of PetroFina
Shares" and Annex E to the Proxy Statement/Prospectus is incorporated herein by
reference.
(e) and (f) During the last five years, neither (i) Parent, PDI, APHC,
the Company or Mergeco, nor, (ii) to the best knowledge of Parent, PDI, APHC,
Mergeco or the Company, no person who is a director or executive officer of
Parent, PDI, APHC, Mergeco or the Company, has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of such
laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) and (b) The relevant information set forth in the Proxy
Statement/Prospectus under "Special Factors--Background of the Merger" is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Proxy Statement/Prospectus on the
cover page thereof and under "Summary--The Merger" and "The Merger--The Merger
Agreement" is incorporated herein by reference.
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(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in the Proxy Statement/Prospectus under
"The Merger--The Merger Agreement" and "Special Factors--Plans for the Company
after the Merger; Certain Effects of the Merger" is incorporated herein by
reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Proxy Statement/Prospectus under
"Summary--Financing of the Merger" and "The Merger--Financing of the Merger" is
incorporated herein by reference.
(b) The information set forth in the Proxy Statement/Prospectus under
"The Merger--The Merger Agreement--Expenses" and "The Merger--Fees and
Expenses" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement/Prospectus under
"The Merger--Financing of the Merger" is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the Proxy Statement/Prospectus under
"Special Factors--Purpose and Structure of the Merger; Parent's Reasons for the
Merger" is incorporated herein by reference. Each of APHC, PDI and Mergeco
have adopted the analysis of Parent and the Parent Board set forth in the Proxy
Statement/Prospectus under "Special Factors - Purpose and Structure of the
Merger; Parent's Reasons for the Merger".
(b) and (c) The information set forth in the Proxy Statement/Prospectus
under "Special Factors--Background of the Merger" and "Special Factors--Purpose
and Structure of the Merger, Parent's Reasons for the Merger" is incorporated
is incorporated herein by reference. Each of APHC, PDI and Mergeco have
adopted the analysis of Parent and the Parent Board set forth in the Proxy
Statement/Prospectus under "Special Factors - Purpose and Structure of the
Merger; Parent's Reasons for the Merger".
(d) The information set forth in the Proxy Statement/Prospectus under
"Special Factors--Plans for the Company after the Merger; Certain Effects of the
Merger" and "Special Factors--Certain Tax Consequences of the Merger" is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in the Proxy Statement/Prospectus on
the cover page thereof and under "Summary--Recommendation of the Board of
Directors," "Summary--Opinion of the Special Committee's Financial Advisor,
"The Meeting--Voting at the Meeting," "Special Factors--Background of the
Merger," "Special Factors--Fairness of the Merger," "Special
Factors--Recommendation of the Company Board," "Special Factors--Interests of
Certain Persons in the Merger" and "Special Factors--Position of Parent
Regarding Fairness of the Merger" is incorporated herein by reference. Each of
APHC, PDI and Mergeco believes that the Merger Consideration to be received by
the Company's stockholders, other than Parent and its subsidiaries, pursuant to
the Merger is fair from a financial point of view to the Company's
stockholders other than Parent and its subsidiaries. Each of APHC, PDI and
Mergeco have adopted the same reasons expressed by Parent in "Special
Factors--Position of Parent Regarding Fairness of the Merger" in the Proxy
Statement/Prospectus.
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(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the Proxy Statement/Prospectus
under "Summary--The Merger," "Special Factors--Background of the Merger" and
"Special Factors--Fairness of the Merger" is incorporated herein by reference.
The opinion of Goldman, Sachs & Co. is attached to the Proxy
Statement/Prospectus as Annex C. In addition, the presentation of Goldman,
Sachs & Co. dated February 17, 1998 to the Company Board which is filed as
Exhibit (b)(2) hereto, is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(c) The information set forth in the Proxy Statement/Prospectus
under "Summary--The Companies--The Company," "Special Factors--Background of
the Merger," "The Company--Principal Stockholders and Stock Ownership of the
Company Management" and "PetroFina Management and Ownership of PetroFina
Shares" is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in the Proxy Statement/Prospectus under
"Special Factors--Background of the Merger," "Special Factors--Purpose and
Structure of the Merger; Parent's Reasons for the Merger," "Special
Factors--Plans for the Company After the Merger; Certain Effects of the Merger"
and "Special Factors--Interests of Certain Persons in the Merger" and "Related
Party Transactions" is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE MERGER.
(a) and (b) The information set forth in the Proxy Statement /
Prospectus under "Summary--Vote Required; Record Date" and "The Meeting--Voting
at the Meeting" is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE MERGER.
(a) The information set forth in the Proxy Statement/Prospectus under
"Summary--Rights of Dissenting Stockholders," "The Merger--Rights of Dissenting
Stockholders" and Annex D is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
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ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the Proxy Statement/Prospectus under
"Summary--Selected Consolidated Financial Data of the Company,"
"Summary--Comparative Unaudited Per Share Data," "The Company--Selected
Consolidated Financial Information" and "PetroFina Financial Statements" is
incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The relevant information set forth under the captions "Special
Factors--Background of the Merger," "Special Factors--Recommendation of the
Company Board" and "Special Factors--Plans for the Company After the Merger;
Certain Effects of the Merger" is incorporated herein by reference.
(b) The relevant information set forth under the captions "Special
Factors--Fairness of the Merger--Opinion of the Special Committee's Financial
Advisor," "The Merger--The Merger Agreement--Expenses" and "The Merger--Fees and
Expenses" is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement/Prospectus, a copy of
which is filed as Exhibit (d)(1) hereto, is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(b)(1) Opinion of Goldman, Sachs & Co., Inc., dated February 17, 1998
(attached as Annex C to the Proxy Statement/Prospectus).*
(b)(2) Presentation of Goldman, Sachs & Co., Inc., dated February 17,
1998.
(c)(1) Agreement and Plan of Merger dated February 17, 1998, among
Parent, PDI, Mergeco and the Company (attached as Annex B to the Proxy
Statement/Prospectus).*
(c)(2) First Amendment to Agreement and Plan of Merger dated as of
March 31, 1998, among Parent, PDI, Mergeco and the Company (attached as Annex B
to the Proxy Statement/Prospectus).*
(d)(1) Preliminary Proxy Statement/Prospectus dated May 19, 1998.*
(d)(2) Form of Letter of Transmittal sent to holders of Shares.*
(d)(3) Form of Notice of Special Meeting.*
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(d)(4) Press Release issued by Parent on February 17, 1998.+
(d)(5) Press Release issued by the Company on February 17, 1998.++
(e) Section 232 of the General Corporation Law of the State of
Delaware (attached as Annex D to the Proxy Statement/Prospectus).*
(f) Not applicable.
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* Incorporated by reference to Amendment No. 1 to the Registration Statement on
Form F-4 filed by Parent with the Commission on May 19, 1998.
++ Incorporated by reference to the Form 8-K filed by Fina, Inc. with the
Commission on February 19, 1998.
+ Previously filed with this Schedule 13E-3.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, each of
the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
May 18, 1998.
PetroFina S.A.
By: /s/ FRANCOIS CORNELIS
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Name: Francois Cornelis
Title: Chief Executive Officer and
Managing Director
By: /s/ MICHEL-MARC DELCOMMUNE
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Name: Michel-Marc Delcommune
Title: Executive Director, Corporate
Finance
American Petrofina Holding Company
By: /s/ FRANCOIS CORNELIS
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Name: Francois Cornelis
Title: President
Petrofina Delaware, Incorporated
By: /s/ FRANCOIS CORNELIS
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Name: Francois Cornelis
Title: President
Fina, Inc.
By: /s/ M. CULLEN GODFREY
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Name: M. Cullen Godfrey
Title: Secretary
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New Fina, Inc.
By: /s/ FRANCOIS CORNELIS
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Name: Francois Cornelis
Title: President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(b)(1) Opinion of Goldman, Sachs & Co., Inc., dated February 17, 1998
(attached as Annex C to the Proxy Statement/Prospectus).*
(b)(2) Presentation of Goldman, Sachs & Co., Inc., dated February 17,
1998.
(c)(1) Agreement and Plan of Merger dated February 17, 1998, among
Parent, PDI, Mergeco and the Company (attached as Annex B to the Proxy
Statement/Prospectus).*
(c)(2) First Amendment to Agreement and Plan of Merger dated as of
March 31, 1998, among Parent, PDI, Mergeco and the Company (attached as Annex B
to the Proxy Statement/Prospectus).*
(d)(1) Preliminary Proxy Statement/Prospectus dated May 19, 1998.*
(d)(2) Form of Letter of Transmittal sent to holders of Shares.*
(d)(3) Form of Notice of Special Meeting.*
(d)(4) Press Release issued by Parent February 17, 1998. ++
(d)(5) Press Release issued by the Company February 17, 1998.+
(e) Section 232 of the General Corporation Law of the State of
Delaware (attached as Annex D to the Proxy Statement/Prospectus).*
(f) Not applicable.
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* Incorporated by reference to Amendment No. to the 1 Registration Statement on
Form F-4 filed by Parent with the Commission on May 19, 1998.
+ Incorporated by reference to the Form 8-K filed by Fina, Inc. with the
Commission on February 19, 1998.
++ Previously filed in connection with this Schedule 13E-3.