1
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE:)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 1-4014
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
FINA CAPITAL ACCUMULATION PLAN
(FORMERLY NAMED THRIFT PLAN OF AMERICAN PETROFINA, INCORPORATED)
(SAME ADDRESS AS SHOWN BELOW)
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
FINA, INC.
(FORMERLY NAMED AMERICAN PETROFINA, INCORPORATED)
6000 LEGACY DRIVE
PLANO, TEXAS 75024
2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Fina Capital Accumulation Plan
Date: June 26, 2000 /s/ CULLEN M. GODFREY
-------------------------------
Cullen M. Godfrey
Vice President, Secretary &
General Counsel
3
INDEPENDENT AUDITOR'S REPORT
The Pension Committee
FINA Capital Accumulation Plan:
Plano, Texas:
We have audited the accompanying statement of net assets available for plan
benefits of the FINA Capital Accumulation Plan as of December 31, 1998, and the
related statement of changes in net assets available for plan benefits for the
year then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, such 1998 financial statements present fairly, in all material
respects, the net assets available for plan benefits of the Plan as of December
31, 1998, and the changes in net assets available for plan benefits for the
year then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment and reportable transactions are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The Supplemental Fund Information in
the statement of net assets available for plan benefits and the statement of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present information regarding the net assets
available for plan benefits and changes in net assets available for plan
benefits of each fund, and is not a required part of the basic financial
statements. The supplemental schedules and supplemental fund information are
the responsibility of the Plan's management. Such supplemental schedules and
supplemental fund information have been subjected to the auditing procedures
applied in our audit of the basic 1998 financial statements, and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
June 21, 1999
4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Pension Committee
FINA Capital Accumulation Plan
Plano, Texas:
We have audited the accompanying statement of net assets available for plan
benefits of the FINA Capital Accumulation Plan (the Plan) as of December 31,
1999, and the related statement of changes in net assets available for plan
benefits for the year ended December 31, 1999. These financial statements and
the schedules referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audit. The financial statements of the Plan as of
December 31, 1998 were audited by other auditors whose report, dated June 21,
1999, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1999 and the changes in net assets available for plan benefits
for the year ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment and reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements, and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Dallas, Texas
May 12, 2000
5
FINA CAPITAL ACCUMULATION PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1999 AND 1998
(TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS)
6
FINA CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1999
(THOUSANDS OF DOLLARS)
Supplemental Fund Information
---------------------------------------------------------------
Money
U.S. Debt market Balanced Global
TOTAL FINA index fund fund fund equity fund
S.A. (Participant (Participant (Participant (Participant
Total ADSs directed) directed) directed) directed)
----- ---------- --------- --------- --------- ----------
Investments, at fair value:
TOTAL FINA S.A., American Depositary Shares
(2,606,070 shares; cost of $110,692) $ 180,470 $ 180,470 $ -- $ -- $ -- $ --
TOTAL FINA S.A., warrants (438,402
warrants; cost of $2,726) 12,494 -- -- -- -- --
Wells Fargo Nikko U.S. Debt Index Fund
(388,896 shares; cost of $4,897) 5,429 -- 5,429 -- -- --
American Balanced Fund, Inc. (753,262
shares; cost of $11,000) 10,862 -- -- -- 10,862 --
American New Perspective Global Equity
Mutual Fund (719,864 shares; cost of $14,436) 21,193 -- -- -- -- 21,193
Wells Fargo Nikko Equity Index Fund (648,402
shares; cost of $16,743) 26,364 -- -- -- -- --
Dreyfus Growth Fund (188,768 shares:
cost of $5,945.) 6,933 -- -- -- -- --
Money market investments 9,784 2,750 -- 6,751 -- --
Participant loans 6,789 -- -- -- -- --
Cash -- -- -- -- -- --
Due from (to) other funds (199) (190) -- -- -- --
Accrued interest receivable 51 16 -- 34 -- --
Dividend receivable 285 285 -- -- -- --
Miscellaneous receivables 132 78 -- -- 27 --
--------- --------- --------- --------- --------- ---------
Plan assets 280,587 183,409 5,429 6,785 10,889 21,193
Fees payable (85) (57) (2) (2) (4) (6)
Miscellaneous payables (205) (185) -- -- -- (5)
--------- --------- --------- --------- --------- ---------
Net assets available for plan benefits $ 280,297 $ 183,167 $ 5,427 $ 6,783 $ 10,885 $ 21,182
========= ========= ========= ========= ========= =========
Supplemental Fund Information
---------------------------------
TOTAL FINA
Equity Growth S.A.
index fund fund warrants
(Participant (Participant Participant (Participant
directed) directed) loans directed)
--------- --------- --------- ---------
Investments, at fair value:
TOTAL FINA S.A., American Depositary Shares
(2,606,070 shares; cost of $110,692) $ -- $ -- $ -- $ --
TOTAL FINA S.A., warrants (438,402
warrants; cost of $2,726) -- -- -- 12,494
Wells Fargo Nikko U.S. Debt Index Fund
(388,896 shares; cost of $4,897) -- -- -- --
American Balanced Fund, Inc. (753,262
shares; cost of $11,000) -- -- -- --
American New Perspective Global Equity
Mutual Fund (719,864 shares; cost of $14,436) -- -- -- --
Wells Fargo Nikko Equity Index Fund (648,402
shares; cost of $16,743) 26,364 -- -- --
Dreyfus Growth Fund (188,768 shares:
cost of $5,945.) -- 6,933 -- --
Money market investments -- -- -- 283
Participant loans -- -- 6,789 --
Cash -- -- -- --
Due from (to) other funds -- -- -- (9)
Accrued interest receivable -- -- -- 1
Dividend receivable -- -- -- --
Miscellaneous receivables 27 -- -- --
--------- --------- --------- ---------
Plan assets 26,391 6,933 6,789 12,769
Fees payable (8) (2) -- (4)
Miscellaneous payables (1) -- -- (14)
--------- --------- --------- ---------
Net assets available for plan benefits $ 26,382 $ 6,931 $ 6,789 $ 12,751
========= ========= ========= =========
See accompanying notes to financial statements.
7
FINA CAPITAL ACCUMULATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
(THOUSANDS OF DOLLARS)
Supplemental Fund Information
---------------------------------------------------------------
Money
U.S. Debt market Balanced Global
TOTAL FINA index fund fund fund equity fund
S.A. (Participant (Participant (Participant (Participant
Total ADSs directed) directed) directed) directed)
----- ---------- --------- --------- --------- ---------
Investments, at fair value:
PetroFina, S.A., American Depositary Shares
(2,917,560 shares; cost of $109,869) $ 132,019 $ 132,019 $ -- $ -- $ -- $ --
PetroFina, S.A., warrants (917,956
warrants; cost of $4,360) 6,885 -- -- -- -- --
Wells Fargo Nikko U.S. Debt Index Fund
(470,549 shares; cost of $5,831) 6,636 -- 6,636 -- -- --
American Balanced Fund, Inc. (748,276
shares; cost of $10,812) 11,793 -- -- -- 11,793 --
American New Perspective Global Equity
Mutual Fund (640,541 shares; cost of $11,742) 14,700 -- -- -- -- 14,700
Wells Fargo Nikko Equity Index Fund (634,217
shares; cost of $14,845) 21,311 -- -- -- -- --
Brandywine Growth Fund (150,817 shares:
cost of $4,959.) 4,567 -- -- -- -- --
Money market investments 8,120 2,201 -- 5,919 -- --
Participant loans 6,951 -- -- -- -- --
Cash 34 -- -- -- -- --
Due from (to) other funds (95) (95) -- -- -- --
Accrued interest receivable 39 12 -- 27 -- --
Dividend receivable 218 218 -- -- -- --
Miscellaneous receivables 10 6 -- -- 1 1
--------- --------- --------- --------- --------- ---------
Plan assets 213,188 134,361 6,636 5,946 11,794 14,701
Fees payable (75) (27) (4) (3) (7) (7)
Due to broker (149) (149) -- -- -- --
--------- --------- --------- --------- --------- ---------
Net assets available for plan benefits $ 212,964 $ 134,185 $ 6,632 $ 5,943 $ 11,787 $ 14,694
========= ========= ========= ========= ========= =========
Supplemental Fund Information
-------------------------------------------------
TOTAL FINA
Equity Growth S.A.
index fund fund warrants
(Participant (Participant Participant (Participant
directed) directed) loans directed)
--------- --------- --------- ---------
Investments, at fair value:
PetroFina, S.A., American Depositary Shares
(2,917,560 shares; cost of $109,869) $ -- $ -- $ -- $ --
PetroFina, S.A., warrants (917,956
warrants; cost of $4,360) -- -- -- 6,885
Wells Fargo Nikko U.S. Debt Index Fund
(470,549 shares; cost of $5,831) -- -- -- --
American Balanced Fund, Inc. (748,276
shares; cost of $10,812) -- -- -- --
American New Perspective Global Equity
Mutual Fund (640,541 shares; cost of $11,742) -- -- -- --
Wells Fargo Nikko Equity Index Fund (634,217
shares; cost of $14,845) 21,311 -- -- --
Brandywine Growth Fund (150,817 shares:
cost of $4,959.) -- 4,567 -- --
Money market investments -- -- -- --
Participant loans -- -- 6,951 --
Cash -- -- -- 34
Due from (to) other funds -- -- -- --
Accrued interest receivable -- -- -- --
Dividend receivable -- -- -- --
Miscellaneous receivables 1 -- -- 1
--------- --------- --------- ---------
Plan assets 21,312 4,567 6,951 6,920
Fees payable (10) -- -- (17)
Due to broker -- -- -- --
--------- --------- --------- ---------
Net assets available for plan benefits $ 21,302 $ 4,567 $ 6,951 $ 6,903
========= ========= ========= =========
See accompanying notes to financial statements.
8
FINA CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1999
(THOUSANDS OF DOLLARS)
Supplemental Fund Information
----------------------------------------------------------------------------------
Money
U.S. Debt market Balanced Global Equity
TOTAL FINA index fund fund fund equity fund index fund
S.A. (Participant (Participant (Participant (Participant (Participant
Total ADSs directed) directed) directed) directed) directed)
--------- ---------- ------------ ------------ ------------ ------------ ------------
Contributions:
Employees $ 9,986 $ 2,433 $ 589 $ 467 $ 1,296 $ 1,667 $ 2,677
Employing companies 6,871 6,871 -- -- -- -- --
--------- ---------- ------------ ------------ ------------ ----------- -----------
16,857 9,304 589 467 1,296 1,667 2,677
--------- ---------- ------------ ------------ ------------ ----------- -----------
Investment income:
Dividends 6,739 6,225 -- -- 403 111 --
Interest 1,089 133 -- 307 -- -- --
Net appreciation (depreciation)
in fair value of investments 73,208 50,499 (66) -- 31 5,884 4,505
--------- ---------- ------------ ------------ ------------ ----------- -----------
81,036 56,857 (66) 307 434 5,995 4,505
--------- ---------- ------------ ------------ ------------ ----------- -----------
Transfers between funds -- 2,303 (872) 2,574 (1,160) 485 2
--------- ---------- ------------ ------------ ------------ ----------- -----------
Withdrawals and expenses:
In cash and in kind 30,058 19,123 847 2,498 1,453 1,632 2,068
Other deductions 502 359 9 10 19 27 36
--------- ---------- ------------ ------------ ------------ ----------- -----------
30,560 19,482 856 2,508 1,472 1,659 2,104
--------- ---------- ------------ ------------ ------------ ----------- -----------
Net increase (decrease)
in fair value of investments 67,333 48,982 (1,205) 840 (902) 6,488 5,080
Net assets available for
plan benefits:
Beginning of year 212,964 134,185 6,632 5,943 11,787 14,694 21,302
--------- ---------- ------------ ------------ ------------ ----------- -----------
End of year $ 280,297 $ 183,167 $ 5,427 $ 6,783 $ 10,885 $ 21,182 $ 26,382
========= ========== ============ ============ ============ =========== ===========
Supplemental Fund Information
----------------------------------------
TOTAL FINA
Growth S.A.
fund warrants
(Participant Participant (Participant
directed) loans directed)
------------ ----------- ------------
Contributions:
Employees $ 857 $ -- $ --
Employing companies -- -- --
------------ ----------- ------------
857 -- --
------------ ----------- ------------
Investment income:
Dividends -- -- --
Interest -- 622 27
Net appreciation (depreciation)
in fair value of investments 1,648 -- 10,707
------------ ----------- ------------
1,648 622 10,734
------------ ----------- ------------
Transfers between funds 574 (100) (3,806)
------------ ----------- ------------
Withdrawals and expenses:
In cash and in kind 702 684 1,051
Other deductions 13 -- 29
------------ ----------- ------------
715 684 1,080
------------ ----------- ------------
Net increase (decrease)
in fair value of investments 2,364 (162) 5,848
Net assets available for plan benefits:
Beginning of year 4,567 6,951 6,903
------------ ----------- ------------
End of year $ 6,931 $ 6,789 $ 12,751
============ =========== ============
See accompanying notes to financial statements.
9
FINA CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1998
(THOUSANDS OF DOLLARS)
Supplemental Fund Information
----------------------------------------------------------------------------------
Money
U.S. Debt market Balanced Global Equity
TOTAL FINA index fund fund fund equity fund index fund
S.A. (Participant (Participant (Participant (Participant (Participant
Total ADSs directed) directed) directed) directed) directed)
---------- ------------ ------------ ------------ ------------ ------------ ------------
Contributions:
Employees $ 9,457 $ 2,370 $ 637 $ 514 $ 1,339 $ 1,507 $ 2,261
Employing companies 6,758 6,758 -- -- -- -- --
---------- ------------ ------------ ------------ ------------ ------------ ------------
16,215 9,128 637 514 1,339 1,507 2,261
---------- ------------ ------------ ------------ ------------ ------------ ------------
Investment income:
Dividends 3,859 3,278 -- -- 389 151 --
Interest 1,403 516 -- 281 -- -- --
Net appreciation (depreciation)
in fair value of investments 34,776 22,794 520 -- 803 2,988 4,517
---------- ------------ ------------ ------------ ------------ ------------ ------------
40,038 26,588 520 281 1,192 3,139 4,517
---------- ------------ ------------ ------------ ------------ ------------ ------------
Transfers between funds -- (8,729) (24) 2,042 (60) 912 1,331
---------- ------------ ------------ ------------ ------------ ------------ ------------
Withdrawals and expenses:
In cash and in kind 24,666 17,369 405 1,359 1,241 1,301 1,876
Other deductions 458 299 12 10 22 22 34
---------- ------------ ------------ ------------ ------------ ------------ ------------
25,124 17,668 417 1,369 1,263 1,323 1,910
---------- ------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease)
in fair value of investments 31,129 9,319 716 1,468 1,208 4,235 6,199
Net assets available for
plan benefits:
Beginning of year 181,835 124,866 5,916 4,475 10,579 10,459 15,103
---------- ------------ ------------ ------------ ------------ ------------ ------------
End of year $ 212,964 $ 134,185 $ 6,632 $ 5,943 $ 11,787 $ 14,694 $ 21,302
========== =========== ========= ============ ============ ============ ============
Supplemental Fund Information
-----------------------------------------
TOTAL FINA
Growth S.A.
fund warrants
(Participant Participant (Participant
directed) loans directed)
------------ ----------- ------------
Contributions:
Employees $ 829 $ -- $ --
Employing companies -- -- --
------------ ----------- ------------
829 -- --
------------ ----------- ------------
Investment income:
Dividends 41 -- --
Interest -- 606 --
Net appreciation (depreciation)
in fair value of investments (78) -- 3,232
------------ ----------- ------------
(37) 606 3,232
------------ ----------- ------------
Transfers between funds 137 403 3,988
------------ ----------- ------------
Withdrawals and expenses:
In cash and in kind 402 449 264
Other deductions 6 -- 53
------------ ----------- ------------
408 449 317
------------ ----------- ------------
Net increase (decrease)
in fair value of investments 521 560 6,903
Net assets available for plan benefits:
Beginning of year 4,046 6,391 --
------------ ----------- ------------
End of year $ 4,567 $ 6,951 $ 6,903
============ =========== ============
See accompanying notes to financial statements.
10
FINA CAPITAL ACCUMULATION PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
(THOUSANDS OF DOLLARS)
EIN: 13-1820692
SCHEDULE H PART IV LINE 4J
Current Value
of Asset on
Purchase Selling Cost of Transaction
Description of Asset Price Price Asset Date Gain
- -------------------- -------- ------- -------- ------------- ------
PURCHASES:
TOTAL FINA S.A. ADSs* (Non-Participant Directed) $ 17,856 $ -- $ 17,856 $ 17,856 $ --
SALES:
TOTAL FINA S.A. ADSs* (Non-Participant Directed) $ -- $16,223 $ 10,558 $ 16,223 $5,665
*Party-in-interest
See accompanying independent auditors' report.
11
FINA CAPITAL ACCUMULATION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1999
EIN: 13-1820692
SCHEDULE H PART IV LINE 4I
Current
Number of Cost Value
Identity of Party Involved Description of Investment Shares/Units (In thousands) (In thousands)
- -------------------------- ------------------------- ------------ -------------- ----------------
TOTAL FINA S.A. ADSs*
(Non-Participant Directed) American Depositary Shares 2,606,070 $ 110,692 $ 180,470
TOTAL FINA S.A. Warrants Warrants 438,402 12,494
U.S. Debt Index Fund Commingled Trust Fund 388,896 5,429
Balanced Fund Mutual Fund 753,262 10,862
Global Equity Fund Mutual Fund 719,864 21,193
Equity Index Fund Commingled Trust Fund 648,402 26,364
Growth Fund Mutual Fund 188,768 6,933
TBC, Inc. Pooled Employee
Daily Liquidity Fund Money Market Fund 9,784 9,784
Participant Loans* Loans to Participants 6,789
ranging from 2000 to 2014 and -------------- ----------------
interest rates ranging from 6.5% to 11% $ 110,692 $ 280,318
============== ================
*Party-in-interest
See accompanying independent auditors' report.
12
FINA CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(1) GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) GENERAL
The FINA Capital Accumulation Plan (the Plan) operates for the benefit
of certain employees of FINA, Inc. (the Company) and its subsidiaries and
American Petrofina Holding Company, hereafter referred to as "employing
companies." An employee is eligible to participate in the Plan immediately upon
employment. However, no employee may become a participant if the employee is a
member of a collective bargaining unit, the recognized representative of which
has not agreed to participation in the Plan by members of such unit. The Company
matching contributions will be effective only after one year of employment.
The Plan is a defined contribution plan and is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
(ERISA). The following description of the Plan is provided for general purposes
only. Participants should refer to the Plan document for more complete
information.
The Plan is administered by the Pension Committee appointed by and
acting on behalf of the Board of Directors of the Company. Pursuant to the
Plan's trust agreement, an independent trustee (Trustee) maintains custody of
the Plan's assets. The Boston Safe Deposit and Trust Company serves as the
independent trustee. Hewitt & Associates serves as the independent record
keeper.
(b) BASIS OF PRESENTATION
The accompanying financial statements have been prepared on an accrual
basis using fair values for investments. The fair values of investments other
than employee loans are based on closing market quotations or listed redeemable
values. Employee loans are valued at cost which approximates fair value.
Security transactions are recorded on a trade date basis.
(c) COSTS RELATING TO INVESTMENT SECURITIES
Expenses relating to the purchase or sale of investment securities are
added to the cost or deducted from the proceeds, respectively.
(d) EXPENSES OF ADMINISTERING THE PLAN
All external costs and expenses incurred in administering the Plan,
including the fees and expenses of the Trustee, the fees of its Counsel,
accounting fees and record keeper fees, are the responsibility of the Plan. The
administrative expenses incurred by the Plan were approximately $398,000 in
1999.
(e) CONTRIBUTIONS
Participants may elect to contribute up to 6% of their basic
compensation on an after-tax basis (Thrift Contribution), up to 10% on a pre-tax
basis (Deferred Compensation Contribution), or a combination of pre-tax and
after-tax contributions not exceeding 10% of their basic compensation. If a
participant elects to make a Deferred Compensation Contribution, the participant
must enter into a basic compensation reduction agreement authorizing the
employing company to make such contribution on the participant's behalf.
For each participant, an employing company will contribute an amount
equal to the lesser of the aggregate Thrift and Deferred Compensation
Contributions for the pay period or 6% pre-tax of the participant's basic
13
FINA CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
compensation for the pay period (Matching Contribution). Matching Contributions
are reduced by participants' forfeitures.
Thrift and Deferred Compensation Contributions are paid to the Trustee
in cash and Matching Contributions are paid to the Trustee in cash or TOTAL FINA
S.A. American Depositary Shares ("ADS").
(f) PARTICIPANT ACCOUNT
Each participant's account is credited with his or her contribution,
the Company Matching Contribution, and an allocation of Plan earnings and
administrative expenses. Allocations are based on the proportion that each
participant's account balance bears to the total of all participant account
balances. The benefit to which a participant is entitled is the vested portion
of the benefit that can be provided from the participant's account.
(g) INVESTMENT PROGRAM AND VESTING
Participants may direct the investment of their Thrift and Deferred
Compensation Contributions into a money market fund, U.S. debt index fund,
balanced fund, equity index fund, global equity fund, growth fund, or TOTAL FINA
S.A. ADSs and the investment of the Matching Contributions into TOTAL FINA S.A.
ADSs. Participants become vested in contributions of the employing companies
based on years of service with the employing companies as follows:
Less than 3 years 0%
3 years 60%
4 years 80%
5 years 100%
A description of rights and provisions and an explanation of the
treatment of withdrawals, forfeitures and other matters are contained in the
Plan document.
Participation in each investment option at December 31, 1999 and 1998
is presented below. The sum of participation by investment option is greater
than the total number of Plan participants making contributions because
participation is allowed in more than one investment option.
A summary of participants by investment options follows:
1999 1998
------ ------
TOTAL FINA S.A. ADSs 2,235 2,273
U.S. debt index fund 521 602
Equity index fund 1,311 1,272
Balanced fund 918 984
Global equity fund 1,133 1,095
Money market fund 445 480
Growth fund 613 524
TOTAL FINA S.A. warrants 1,054 1,577
On February 17, 1998, PetroFina, S.A. ("PetroFina") and the Company
entered into a definitive agreement and plan of merger pursuant to which the
Company would become an indirect, wholly-owned subsidiary of PetroFina.
2
14
FINA CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
The merger became effective August 5, 1998. Under the terms of the agreement,
current shareholders of the Company, other than PetroFina and its subsidiaries
received in exchange for each FINA, Inc. share they held $60 and a warrant
entitling the holder to purchase nine-tenths (0.9) of one PetroFina ADS at an
exercise price of $42.25 per ADS. Thus, each 10 warrants entitled the holder of
those warrants, upon payment of $380.25, to receive nine ADSs. The warrants were
exercisable for a period of five years from the effective date of the merger and
were listed on the New York Stock Exchange.
In a series of stock-for-stock transactions occurring during 1999,
PetroFina was purchased by Total, S.A. ("Total"), a French publicly-held
corporation, who holds approximately 94% of PetroFina's outstanding common stock
as of December 31, 1999. The new combined entity was renamed TOTAL FINA S.A.
("TOTAL FINA").
Effective December 22, 1999, TOTAL FINA USA LLC purchased 100% of
APHC's stock from PetroFina. Effective December 31, 1999, TOTAL FINA USA LLC
contributed 100% of APHC stock to TOTAL AMERICAN, INC. ("TAI"). TOTAL FINA owns
100% of the stock of TOTAL FINA GESTION which owns 100% of the stock of TOTAL
FINA USA LLC which owns 100% of the stock of TAI.
(h) INVESTMENTS
The fair market values of individual assets that represent 5% or more of the
Plan's net assets as of December 31, 1999 and 1998 are as follows (in
thousands):
1999:
(Non-Participant Directed) TOTAL FINA S.A. ADSs $ 180,470
(Participant Directed) TOTAL FINA S.A. Warrants $ 12,494
Global Equity Fund $ 21,193
Equity Index Fund $ 26,364
1998:
(Non-Participant Directed) TOTAL FINA S.A. ADSs $ 132,019
(Participant Directed) American Balance Fund $ 11,793
Global Equity Fund $ 14,700
Equity Index Fund $ 21,311
The Plan is primarily invested in shares of TOTAL FINA S.A. ADSs. The Plan's
investment in TOTAL FINA S.A. ADSs was $180,470,000 for 2,606,070 ADSs, or
$69.25 per ADS, at December 31, 1999 and $132,019,000 for 2,917,560 ADSs, or
$45.25 per ADS, at December 31, 1998.
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$80,414,000 as follows (in thousands):
American Depositary Shares $ 56,857
Commingled Trust Fund 4,439
Warrants 10,734
Mutual Funds 8,077
Money Market 307
--------
$ 80,414
3
15
FINA CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
(i) LOAN OPTION
A participant may borrow from his or her Participant Deferred Account
an amount which, when added to the greater of the total outstanding balance of
all other loans to such Participant from the Plan or the highest outstanding
balance of all such loans for the one-year period ending the day before the date
of the loan, does not exceed the lesser of $50,000 or 50% of the participant's
vested account balance. Any such loan made to a participant shall be evidenced
by a promissory note payable to the Plan, shall bear a reasonable rate of
interest, shall be secured by the borrowing participant's vested interest under
the Plan and shall be repayable within five years; provided, however, that if
such loan is to be used to acquire or construct any dwelling unit which within a
reasonable time is to be used as a principal residence of the participant, the
Plan Committee (Committee) may direct the Trustee to make such loan repayable
over such period greater than five years. No withdrawal pursuant to any of the
withdrawal provisions of the Plan may be made by a participant to whom a loan is
outstanding from the Plan unless the Committee is satisfied that such loan will
remain nontaxable and fully secured by the withdrawing participant's vested
interest under the Plan following such withdrawal. At December 31, 1999,
employee loans had maturities ranging from 2000 to 2014 and interest rates
ranging from 6.5% to 11.0%.
(j) FORM 5500 RECONCILIATION
The net assets available for plan benefits and withdrawals reported in
the Plan's 1999 Form 5500 are different from the corresponding amounts reported
in the accompanying financial statements by $11,500 and $11,500, respectively,
as of and for the year ended December 31, 1999. The difference relates to the
classification of withdrawals currently payable to participants.
The net assets available for plan benefits and withdrawals reported in
the Plan's 1998 Form 5500 had no differences from the corresponding amounts
reported in the accompanying financial statements.
(k) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions during the
reporting period. Actual results could differ from those estimates.
(1) DISTRIBUTIONS
Participants had requested distributions in the amount of $11,500 at
December 31, 1999 that had not yet been approved and processed by the Trustee.
(2) FORFEITURES
A participant's nonvested percentage of the participant's allocation of
the Plan's matching contribution shall become a forfeiture upon a participant's
termination of employment for reasons other than retirement, death or permanent
disability. Forfeitures are used to reduce the Company's matching contributions
for the Plan year. Forfeitures were approximately $199,000 for 1999.
(3) FEDERAL INCOME TAXES
The Plan has obtained from the Internal Revenue Service a determination
letter dated March 19, 1996 indicating that the Plan qualifies under the
provision of Sections 401(a) and 401(k) of the Internal Revenue Code (Code) and,
accordingly, is exempt from Federal income taxes under Section 501(a). The Plan
has been amended since receiving the letter. However, the Company and the Plan's
tax counsel believe that the Plan is designed and continues to operate in
accordance with the applicable provisions of the Code.
4
16
FINA CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
(4) PLAN TERMINATION
Although they have not expressed any intent to do so, the employing
companies have the right under the Plan to discontinue their contributions at
any time and to terminate the Plan subject to the provisions of ERISA. In the
event of Plan termination, participants will become 100% vested in their
accounts.
5
17
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
23.1 Consent of Independent Auditors
23.2 Consent of Independent Auditors