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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 3)
(Final)
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)
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: [_]
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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"), 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.
This final amendment to the Schedule 13E-3 (the "Final Amendment")
reports the consummation of the transaction contemplated by the Merger
Agreement following approval thereof by the stockholders of the Company at a
special meeting held on August 5, 1998. On August 5, 1998, Mergeco was merged
with and into the Company. The Company was the surviving entity. Each share of
common stock, par value $.50 per share (the "Common Stock"), of the Company
issued and outstanding immediately prior to the effective time (the "Effective
Time") of the Merger (other than Common Stock owned by PetroFina and its
affiliates, treasury shares held by the Company immediately prior to the
Effective Time and any shares of Common Stock owned by stockholders who
perfected their dissenters rights (the "Dissenting Shares")) was converted into
the right to receive the Merger Consideration, pursuant to the terms of the
Merger Agreement. After the Effective Time, PetroFina indirectly owns 100% of
the outstanding Common Stock.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
Item 1 of the Schedule 13-E-3 is hereby amended and supplemented
as follows:
(c) Upon consummation of the Merger, the Common Stock ceased to be
qualified for listing on the American Stock Exchange and became eligible for
termination of registration pursuant to the Rules and Regulations under the
Securities Exchange Act of 1934, as amended. The Company will file with the
Securities and Exchange Commission a Form 15 with respect to the termination
of registration of the Common Stock.
(f) The Introduction to this Final Amendment is incorporated herein by
reference.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS
Item 3 of the Schedule 13E-3 is hereby amended and supplemented as
follows:
(a)(2) The Introduction to the Final Amendment is incorporated by
reference herein.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5 of the Schedule 13E-3 is hereby amended and supplemented as
follows:
(a) On August 5, 1998, the merger of Mergeco with and into the Company
became effective. The Merger was consummated by the filing of the Certificate
of Merger with the Secretary of State of the State of Delaware on August 5,
1998.
(c) At the Effective Time, the existing members of the Board of
Directors of Mergeco became the members of the Board of Directors of the
Surviving Corporation.
(f); (g) Following the closing of the Merger, the Company will file
with the Securities and Exchange Commission a Form 15 with respect to the
termination of registration of the Common Stock. The Company's obligation to
file reports pursuant to the Securities Exchange Act of 1934, as amended, will
be suspended immediately upon filing of the Form 15.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby supplemented as follows:
(d)(6) Press Release issued by the Company on August 5, 1998.
(d)(7) Press Release issued by Parent on August 5, 1998.
(d)(8) Certificate of Merger dated August 5, 1998.
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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.
August 5, 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
(d)(6) Press Release issued by the Company August 5, 1998.
(d)(7) Press Release issued by Parent August 5, 1998.
(d)(8) Certificate of Merger dated August 5, 1998.
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