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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FINA, INC.
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(Name of Registrant as Specified in Its Charter)
FINA, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FINA, INC.
FINA PLAZA
DALLAS, TEXAS 75206
NOTICE OF ANNUAL MEETING OF SECURITY HOLDERS
TO BE HELD APRIL 12, 1995
To the Security Holders of
FINA, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Security Holders of FINA,
Inc. will be held at the DoubleTree Inn, 8250 North Central Expressway, Dallas,
Texas 75206; on the 12th day of April, 1995 at 10 o'clock in the forenoon to
consider and act upon the following matters:
1. To elect eight directors for the ensuing year to serve until their
respective terms expire and until their respective successors have been
duly elected and qualified; and
2. To approve the amendment of the Certificate of Incorporation to
increase the amount of authorized Class A Common Stock by 19 million shares
and the authorized Class B Common Stock by 1 million shares and to decrease
the par value to fifty cents effecting a stock split; and
3. To transact such other business as may properly come before the
meeting.
The Board of Directors fixed the close of business on March 6, 1995, as the
record date for the determination of security holders entitled to notice of and
to vote at the meeting and a list of security holders entitled to notice and to
vote will be available for inspection at the principal office of the Company
prior to the meeting and will be available at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE EARNESTLY REQUESTED TO
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT WITHOUT DELAY IN THE ENCLOSED
ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
CULLEN M. GODFREY
Secretary
Dallas, Texas
March 7, 1995
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FINA, INC.
FINA PLAZA
DALLAS, TEXAS 75206
PROXY STATEMENT
FOR
ANNUAL MEETING OF SECURITY HOLDERS
TO BE HELD APRIL 12, 1995
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of FINA, Inc., formerly named American Petrofina,
Incorporated, for use at the Annual Meeting of Security Holders of the Company
to be held on April 12, 1995. Discretionary authority to vote unmarked proxies
is being solicited and unmarked proxies will be voted FOR proposals in the
discretion of the Proxy Committee. Any proxy given by a security holder may be
revoked at any time before it is exercised by giving written notice of
revocation to the Secretary. Copies of this statement and form of proxy are
expected to be first provided to security holders on or about March 10, 1995.
At the close of business on March 6, 1995, the record date for the meeting,
the Company had outstanding and entitled to vote 14,594,902 shares of Class A
Common Stock and 1,000,000 shares of Class B Common Stock. Except as otherwise
provided in Article FOURTH of the Certificate of Incorporation of the Company,
each share of Class A and Class B Common Stock is entitled to one vote. Class B
Common Stock is not publicly traded. Only security holders of record at the
close of business on March 6, 1995, are entitled to vote at the April 12, 1995
meeting.
Article FOURTH of the Certificate of Incorporation provides that on any
vote for the election of directors the holders of record of the Class B Common
Stock shall be entitled, voting separately as a class, to elect the smallest
number comprising more than half of the directors to be elected, and the
remaining directors shall be elected by the holders of record of the Class A
Common Stock, voting separately as a class. In accordance with that provision of
Article FOURTH, at the Annual Meeting the holders of record of the Class B
Common Stock will be entitled to elect five directors and the holders of record
of the Class A Common Stock will be entitled to elect three directors.
Affiliates of the Company control more than three-quarters of the Class A
and Class B Common Stock, and thereby are entitled to the deciding voting
rights. Therefore, all proposals and elections offered to security holders will
be approved regardless of whether or how unaffiliated security holders may or
may not vote.
Included in the table below is information relating to the sole beneficial
owner of more than 5% of the outstanding Class A and Class B Common Stock of the
Company as of March 6, 1995.
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP CLASS
-------------- ------------------- ---------- ----------
Class A Common Stock.............. Petrofina Delaware, Incorporated 12,398,056 84.90%
Fina Plaza
Dallas, TX 75206
Class B Common Stock.............. Petrofina Delaware, Incorporated 1,000,000 100%
Fina Plaza
Dallas, TX 75206
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Petrofina S.A., a publicly held corporation organized under the laws of the
Kingdom of Belgium, owns 100% of American Petrofina Holding Company, 1209 Orange
Street, Wilmington, Delaware, which owns 75% of Petrofina Delaware,
Incorporated. The remaining 25% of Petrofina Delaware, Incorporated's stock is
owned by Petrofina S.A. In each such case, beneficial ownership includes both
sole voting and investment powers. All of the directors of Petrofina Delaware,
Incorporated and American Petrofina Holding Company are officers or employees of
the Company or of Petrofina S.A. More than 5% of the common stock of Petrofina
S.A. is controlled by Groupe Bruxelles Lambert S.A. (and related companies) and
Societe Generale de Belgique S.A. (and related companies).
At the close of business on March 6, 1995, there were registered in the
name of "Petrofina B.D.R. Account" 549,537 shares of Class A Common Stock
(representing less than 5% of this Class) against which there are outstanding
bearer deposit receipts which are publicly held. Such shares are voted according
to the instructions of various beneficial owners. If such instructions are not
given, Petrofina S.A. will vote the shares at its discretion.
Included in the table below is information relating to ownership of Class A
Common Stock of directors and officers:
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP CLASS
- --------------------- ------------------------ ------------- -------------
Class A Common Stock Francois Cornelis 200 shares less than 1%
Class A Common Stock Ron W. Haddock 8,696 shares(1)(2) less than 1%
Class A Common Stock Paul D. Meek 205 shares less than 1%
Class A Common Stock Robert L. Mitchell 200 shares less than 1%
Class A Common Stock David C. Treen 100 shares less than 1%
Class A Common Stock Neil A. Smoak 1,424 shares(1)(2) less than 1%
Class A Common Stock Michael J. Couch 2,365 shares(1)(2) less than 1%
Class A Common Stock H. Patrick Jack 600 shares(1) less than 1%
Class A Common Stock All Directors and
Officers as a group 19,086 shares(3)(2) less than 1%
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(1) Included in this amount are the following shares relating to exercisable
stock options: 2,000 as to Mr. Haddock, 1,000 as to Mr. Smoak, 800 as to
Mr. Couch and 600 as to Mr. Jack.
(2) Included in this amount are the following shares held on September 30, 1994,
by the Trustee of the FINA Capital Accumulation Plan, a 401(k) plan: 1,696
as to Mr. Haddock, 25 as to Mr. Smoak, 1,133 as to Mr. Couch, none as to
Mr. Jack and 5,094 as to all officers as a group. Directors who are not
employees do not participate in the 401(k) plan.
(3) Included in this amount are 6,000 shares under currently vested exercisable
stock options.
On March 6, 1995, Boston Safe Deposit and Trust Company, as Trustee for the
FINA Capital Accumulation Plan ("FINA Plan") and as Trustee for the Amdel Inc.
Employee Investment Plan ("Amdel Plan") owned for the accounts of participants
in the FINA Plan and participants in the Amdel Plan an aggregate of 726,564
shares of Class A Common Stock (representing less than 5% of this Class), and,
as Trustee, has the right to vote these shares.
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Included in the table below is information relating to ownership of
Petrofina S.A. Common Stock as of September 30, 1994 except as otherwise noted:
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP CLASS
- ---------------------------- ------------------------- ------------- -------------
Petrofina S.A. Common Stock Francois Cornelis 1,401 shares less than 1%
Petrofina S.A. Common Stock Axel de Broqueville 1,292 shares less than 1%
Petrofina S.A. Common Stock Ron W. Haddock 2,265 shares(1) less than 1%
Petrofina S.A. Common Stock Pierre Jungels 1,209 shares less than 1%
Petrofina S.A. Common Stock Henrique Bandeira Vieira 2,650 shares less than 1%
Petrofina S.A. Common Stock Neil A. Smoak 456 shares(2) less than 1%
Petrofina S.A. Common Stock Michael J. Couch 287 shares(2) less than 1%
Petrofina S.A. Common Stock H. Patrick Jack 348 shares(2) less than 1%
Petrofina S.A. Common Stock All Directors and
Officers as a group 10,524 shares less than 1%
- ---------------
(1) The Trustee of the FINA Capital Accumulation Plan held 386 shares of this
amount on Mr. Haddock's behalf as of September 30, 1994.
(2) Petrofina S.A. shares in these amounts are held by the Trustee of the FINA
Capital Accumulation Plan as of September 30, 1994.
In March, 1991, Petrofina S.A. issued warrants allowing holders to purchase
two shares of its common stock at 10,254 BF each (app. $325.63 each). On January
27, 1995 the value of Petrofina S.A. common stock was 9,400 BF each (app.
$298.51 each). The warrants are exercisable through 1996. The Company is
informed that on January 31, 1995 Mr. Cornelis was holder of 1,150 warrants, Mr.
de Broqueville of 1,078 warrants, Mr. Jungels of 954 warrants, Mr. Vieira of
2,130 warrants, Mr. Yves Bercy of 540 warrants and Mr. Haddock of 500 warrants.
VOTING PROCEDURES
Votes will be counted by Corporation Trust Company of Delaware as Forms of
Proxies are received from shareholders. Voting is not cumulative. Each common
share is entitled to one vote. Abstentions are treated as withheld or abstained
votes and are counted only for purposes of obtaining a quorum. Broker non-votes
are also counted only for purposes of obtaining a quorum. All matters discussed
herein are expected to be approved as the majority security holder has indicated
it will vote in favor of each proposal.
ELECTION OF DIRECTORS
Proxies received from Class A holders of record will be voted at the
meeting by Ron W. Haddock or Cullen M. Godfrey, and each or either of them, who
constitute the Class A Proxy Committee, in favor of the election as directors of
the Company of Ron W. Haddock, Robert L. Mitchell and David C. Treen unless
security holders withhold authority to vote or specify in their proxies a
contrary choice. Proxies received from the Class B holder of record by the Class
B Proxy Committee for the Board of Directors, consisting of Ron W. Haddock or
Cullen M. Godfrey, and each or either of them, will be voted at the meeting in
favor of the election as directors of the Company of Francois Cornelis, Axel de
Broqueville, Pierre Jungels, Paul D. Meek,
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and Henrique Bandeira Vieira. Petrofina Delaware, Incorporated has indicated
that it will vote in favor of the election of each of these nominees. All
directors are elected to serve until the next Annual Meeting of Security Holders
and until their respective successors are elected and qualify. In the event that
any of the nominees shall be unavailable, the applicable Proxy Committee is
authorized to substitute one or more nominees, although management has no reason
to anticipate that this will occur.
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
Certain information is given below with respect to each nominee for
election as director. All of these nominees are members of the present Board of
Directors, having been elected at the last meeting of security holders. The
statement as to Class A Common Stock of the Company beneficially owned is based
upon information furnished by each nominee. Each nominee beneficially owns less
than 1% of the outstanding shares of Class A Common Stock.
SERVED AS
DIRECTOR
SINCE DATE
NOMINEE FOR DIRECTOR AGE PRINCIPAL OCCUPATION DURING 1994 LISTED BELOW
- ------------------------------ ---- ------------------------------------ ------------------
Francois Cornelis............. 45 Chief Executive Officer and Vice April 17, 1985
Chairman of Petrofina S.A.
Axel de Broqueville........... 51 Executive Director of Petrofina S.A. April 11, 1990
Ron W. Haddock................ 54 President and Chief Executive December 17, 1987
Officer of the Company
Pierre Jungels................ 51 Executive Director of Petrofina S.A. April 11, 1990
Paul D. Meek.................. 64 Chairman of the Board of the Company July 10, 1968
Robert L. Mitchell............ 71 Retired Vice-Chairman of Celanese April 25, 1985
Corporation
David C. Treen................ 66 Of Counsel to the law firm of June 21, 1984
Deutsch, Kerrigan & Stiles
Henrique Bandeira Vieira...... 56 Chief Executive Officer of Fina PLC December 1, 1990
Mr. Cornelis was elected Chief Executive Officer of Petrofina, S.A. on May
11, 1990 and Vice Chairman of Petrofina S.A. on May 13, 1991, having served as
Executive Director and General Manager from May 1986 and May 1984, respectively.
In May 1991 he was elected Vice-Chairman of the Board of Directors of Petrofina
S.A. From October 1983 until May 1984 he served as Vice President of the
Company. Prior to that time he served as Assistant to the President of the
Company since January 1983. Prior to that time, he served as Assistant Manager
in the exploration and production department and as European refining and supply
operation coordinator with Petrofina S.A.
Mr. Axel de Broqueville has held his present position since May 12, 1989.
Prior to that time he was General Manager of Petrofina S.A. for at least the
preceding five-year period. He was Vice President of the Company from April 16,
1980 until October 31, 1983 managing the Company's supply and transportation
needs.
Mr. Haddock was elected President and Chief Executive Officer effective
January 1, 1989, having served as Executive Vice President and Chief Operating
Officer since June 1986. Prior to that time he was an officer and a director of
Esso Eastern, an Exxon subsidiary, for the preceding three years.
Mr. Pierre Jungels has held his present position since May 8, 1987. Prior
to that time he was Managing Director of Petrofina-United Kingdom for at least
the preceding five-year period.
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Mr. Meek was first elected Chairman of the Board of the Company in October
1984. He was President and Chief Executive Officer from April 1983 to June 1986.
Prior to that time, he was President and Chief Operating Officer since 1976. Mr.
Meek retired from active employment with the Company on June 1, 1989. He served
as a Commissioner of the Public Utility Commission of Texas from November 1989
to April 1992.
Mr. Mitchell retired as Vice-Chairman of Celanese Corporation in June 1986.
He was a director of Celanese Corporation from June 1977 to February 1987. In
addition, he is a director of McGean-Rohco, Inc., The Orvis Company, Inc. and
Dubois National Bank.
Mr. Treen is of Counsel to the law firms of Deutsch, Kerrigan & Stiles, New
Orleans, and O'Connor & Hannan, Washington, D.C. In 1980, he was elected to and
served as the Governor of the State of Louisiana until 1984. Prior to 1980, he
served as a member of Congress from the Third District of Louisiana. During 1994
Deutsch, Kerrigan & Stiles performed certain limited legal services for the
Company and may continue to perform similar services during the current year.
Mr. Vieira is Chief Executive Officer and Managing Director of Fina PLC and
was Executive Director of Petrofina S.A. since May 11, 1990. For at least the
preceding five-year period he served as Senior Vice President of Petrofina S.A.
MEETING AND DIRECTOR COMPENSATION INFORMATION
The Board of Directors in 1994 held five regular meetings and four consent
meetings. All directors other than Messrs. Cornelis, Vieira, de Broqueville and
Jungels attended at least 75% of the total number of meetings of the Board of
Directors and committee meetings of which they were members during their terms
of service. None of the directors who did not attend at least 75% of the
meetings, other than Mr. Cornelis, served on any committee of the Board of
Directors. The Company currently pays $1,000 to directors for each Board of
Directors' meeting attended and $1,000 to committee members for each committee
meeting attended. During 1994, Directors who were not active employees of the
Company received a fee equalling $1,334 per month.
The Board of Directors has an Audit Committee, which in 1994 consisted of
Messrs. Treen and Mitchell. The Committee met two times in 1994 to review with
the Company's independent public accountants the Company's accounting procedures
and the Company's audit.
The Board of Directors also has a Compensation Committee, which in 1994
consisted of Messrs. Treen, Mitchell and Cornelis. The Committee held two
meetings in 1994 to review the Company's salaries, bonuses and benefits for
officers and other key employees.
The Board of Directors does not have a nominating committee. The Board of
Directors nominates the Directors to Represent the Class A Common Stockholders.
Petrofina Delaware, Incorporated advises the Board of its nominees to represent
the Class B Common Stock.
INFORMATION CONCERNING OFFICERS
Mr. Ron W. Haddock was elected President and Chief Executive Officer
effective January 1, 1989, having served as Executive Vice President and Chief
Operating Officer since June 1986. Prior to that time he was an officer and a
director of Esso Eastern, an Exxon subsidiary, for at least the previous
three-year period.
Mr. Paul D. Meek was elected Chairman of the Board in October 1984 having
served as President and Chief Executive Officer from April 1983 to June 1986. He
served as President and Chief Operating Officer since 1976, and was a Vice
President of the Company from 1968 to 1976. He is now retired from active
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employment with the Company. He served as a Commissioner of the Public Utility
Commission of Texas from November 1989 to April 1992.
Mr. Yves Bercy was elected Vice President and Chief Financial Officer
effective July 1, 1993 and was additionally elected as Treasurer in April 1994.
He is also a director and Vice President of Petrofina Delaware, Incorporated.
Prior to that time he was Executive Assistant to the principal financial officer
of Petrofina S.A. since 1991 and served as principal accounting officer of
Petrofina S.A. beginning in 1985.
Mr. Cullen M. Godfrey was elected Vice President, Secretary and General
Counsel effective August 1, 1990. Prior to that time he was Assistant Secretary
of the Company since April 1987, and was Assistant General Counsel since 1982.
He has also managed the Company's Security Department since August 1990 and
Public Affairs Department since July 1994.
Mr. M. J. Couch was elected as Vice President in April 1984. His principal
duties in fiscal 1994 were to the supply and transportation facets of the
business. He formerly served as General Manager of Supply and Transportation and
Manager of Raw Materials since joining the Company in 1977.
Mr. H. Patrick Jack was elected Vice President in August 1989. From
February 1985 Mr. Jack was General Manager of Chemicals Marketing until his
promotion. His principal duty is to manage the chemicals business of the
Company.
Mr. Henry J. Lartigue, Jr. was elected as Vice President in January 1989.
He retired from employment July 1, 1994. His principal duty in fiscal 1994 was
to manage Public Affairs and Planning. For at least the previous five-year
period he was manager of Public Affairs for Exxon Company, U.S.A.
Mr. Neil A. Smoak was elected Vice President in April 1986. Prior to that
time he was the manager of the Oklahoma City regional exploration and production
office since 1983. His principal duty is to manage the exploration and
production activities of the Company.
Mr. Glenn E. Selvidge was elected Vice President in February 1978. He
retired from employment July 1, 1994. He was responsible for career development
for management and employees.
Mr. S. Robert West was elected Vice President in May 1983 and served
additionally as Controller from May 1983 through December 1991. His principal
duty is to manage the Information Systems and Internal Audit Departments of the
Company. Additionally, he is responsible for training and development.
Mr. James D. Grier was elected Controller effective January 1, 1992, and is
the principal accounting officer of the Company. He was formerly a partner with
the accounting firm of KPMG Peat Marwick LLP for at least the preceding
five-year period.
Mr. Brendan M. O'Connor was elected Treasurer in April 1985. He resigned in
April 1994. His principal duty was to perform the duties of the Treasurer.
Ms. Linda Middleton was elected Assistant Secretary in August 1984. Her
principal duty is to assist the Corporate Secretary.
Pursuant to 405(a) of Regulation S-K, the Company has learned from an
examination of Form 4's that no officers or directors filed late reports on Form
4 in 1994.
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INFORMATION CONCERNING CUMULATIVE TOTAL RETURN
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL STOCK PRICE AND DIVIDEND
PERFORMANCE OF COMPANY, PEER GROUP AND BROAD MARKET
AMERICAN
MEASUREMENT PERIOD PETROLEUM STOCK
(FISCAL YEAR COVERED) FINA, INC. REFINING EXCHANGE
1989 100.00 100.00 100.00
1990 113.50 106.19 84.80
1991 102.06 114.07 104.45
1992 91.94 112.89 105.88
1993 110.17 135.62 125.79
1994 115.24 144.68 111.12
The chart above reflects the price and dividend performance of the
Company's Class A Common Stock relative to the composite of American Stock
Exchange companies and to all companies listed in the Standard Industry
Classification (SIC) Code 2911 composite of "Petroleum Refining" companies. SIC
Code 2911 is comprised of approximately 52 companies including Exxon Corp.,
Ashland Oil Inc., Kerr McGee Corp., Chevron Corp., Atlantic Richfield Company,
Mobil Corp. and Phillips Petroleum Co. The base year of 1989 is held constant at
100 with all dividends paid and market increases added each year. If a company
paid no dividends and had no increase in market value since 1989, its base of
100 would not change.
Each data point has been weighted for the market capitalization of the
companies comprising SIC Code 2911. A copy of a listing of all companies
comprising the group will be provided without charge to any security holder upon
request to the Company.
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EXECUTIVE COMPENSATION
The following tabulation sets forth the aggregate compensation paid or
accrued during the fiscal year ended December 31, 1994, to the President and
Chief Executive Officer and each of the four highest paid executive officers for
services to the Company and its subsidiaries:
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------- --------------------- -------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
--- ----- ------- ------- ------- ---------- -------- ------- -------
OTHER ALL
ANNUAL RESTRICTED OTHER
NAME AND COMPEN- STOCK OPTIONS/ LTIP COMPEN-
PRINCIPAL SALARY BONUS SATION AWARD(S) SARS PAYOUTS SATION
POSITION YEAR ($) ($) ($) ($) (#)(1) ($)(2) ($)
- ----------------- ----- ------- ------- ------- ---------- -------- ------- -------
Ron W. Haddock 1994 478,872 135,000 -- -- -- -- 33,591 (3)
President and 1993 479,182 80,000 -- -- -- -- 23,674
Chief Executive 1992 479,525 -- 36,515(4) -- -- -- 24,524
Officer
Neil A. Smoak 1994 249,119 50,000 -- -- -- -- 17,758 (5)
Vice President 1993 247,357 35,000 -- -- -- -- 19,533
1992 242,454 -- -- -- -- -- 18,393
H. Patrick Jack 1994 219,518 80,000 -- -- -- -- 15,051 (6)
Vice President 1993 203,512 40,000 -- -- -- -- 16,043
1992 197,019 -- -- -- -- -- 14,495
Michael J. Couch 1994 197,017 50,000 -- -- -- -- 13,702 (7)
Vice President 1993 195,403 18,000 -- -- -- -- 15,555
1992 188,774 -- -- -- -- -- 15,006
Yves Bercy 1994 212,180 25,000 -- -- -- -- 1,408 (8)
Vice President, 1993 112,071 13,000 -- -- -- -- 391
Chief Financial 1992 -- -- -- -- -- -- --
Officer and
Treasurer
- ---------------
(1) No options were awarded during the three-year period.
(2) The Company does not have a long-term incentive plan tied to Company
performance.
(3) Includes the following for fiscal 1994: $18,412 under the Company's
restoration plan, life insurance over $50,000 of $3,790, management life
insurance under a universal life insurance policy of $2,389 and the
Company's $9,000 matching contribution to the 401(k) plan.
(4) Gain on a nonqualified stock option of FINA, Inc. Class A Common Stock
calculated as the spread between option price and market price.
(5) Includes the following for fiscal 1994: $5,691 under the Company's
restoration plan, reimbursement of $275 tax preparation fee, life insurance
over $50,000 of $1,128, management life insurance under a universal life
insurance policy of $1,664 and the Company's $9,000 matching contribution
to the 401(k) plan.
(6) Includes the following for fiscal 1994: $4,127 under the Company's
restoration plan, life insurance over $50,000 of $569, management life
insurance under a universal life insurance policy of $1,355 and the
Company's $9,000 matching contribution to the 401(k) plan.
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(7) Includes the following for fiscal 1994: $2,837 under the Company's
restoration plan, life insurance over $50,000 of $504, management life
insurance under a universal life insurance policy of $1,361 and the
Company's $9,000 matching contribution to the 401(k) plan.
(8) This amount is entirely attributable to imputed interest on an automobile
loan in the principal amount of $15,000.
Amounts are not included for pension plan (described herein) contributions
per employee or officers as a group since such contributions cannot be
separately and individually calculated and no contribution was due by the
Company to the Pension Plan for 1994. Compensation used to determine benefits
under the plan for employees is a formula based for base salary on average total
compensation for the highest three consecutive years of the last ten years of
employment prior to retirement and the highest five consecutive years of the
last ten years as to bonus. The Company also has a Phantom Share Plan which
payments are described below under "Phantom Share Plan." The individuals
included in the Summary Compensation Table are not participants in the Phantom
Share Plan.
In March 1991, an affiliate of the Company's majority security holder,
Petrofina S.A., sold 500 bonds valued at 10,000 BF each (app. $294.30 each at
time of issuance) to Ron W. Haddock. The affiliate arranged for a financial
institution to loan the amount needed to purchase the bonds to the buyers. The
interest rate paid on the bonds by the affiliate to the buyer is nearly equal to
the interest rate charged by the bank to buyers, and is considered a nominal
gain, if any. There is an expected gain from the warrants which accompanied each
bond. Each warrant allows the buyer to purchase two shares of the affiliate's
common stock at 10,254 BF each through 1996. The stock is restricted from
trading for 2 years. The market price on January 27, 1995 of the affiliate's
common stock was 9,400 BF each (app. $293.73 each). No gain has occurred.
An agreement providing supplemental retirement benefits between the Company
and Ron W. Haddock provided that upon retirement at age 55 or later, his
retirement benefit will equal 1.6% of base salary and bonuses over any
thirty-six consecutive month period out of the ten-year period preceding
retirement during which such earnings are the highest multiplied by the number
of completed years of service to the industry from June 11, 1963 to his date of
retirement from the Company. The agreement was amended in fiscal 1993 to vest
these benefits immediately. This determined benefit will then be reduced by a
portion of social security benefits, annuities payable by a previous employer,
benefits from the Company's Pension Plan and retirement benefits from the
Company's Excess Benefit Plan. Amounts payable hereunder are currently
undeterminable. Under this arrangement, the supplemental benefit which would
have been owed by the Company in fiscal 1994 was $102,794.
In 1994 the Company provided certain employees with automobiles and club
memberships for use in the Company's business. Beginning January 1, 1985,
nonessential automobiles were deleted from the fleet. Currently, no officers or
directors are furnished automobiles. Records are kept to conform to the
provisions of the Deficit Reduction Act of 1984. Such officers and employees
may, from time to time, make incidental personal use of club facilities, but the
Company does not require such individuals to maintain records with respect
thereto. The Company provided income tax preparation service by its independent
public accountants to Messrs. Meek, Bercy, Godfrey, Grier, Smoak and West in
1994 and reimbursed Mr. Haddock for expenses associated with income tax
preparation. The amounts set forth above as compensation do not reflect personal
benefits which may have been derived by officers and directors. After reasonable
inquiry, the Company has concluded that the amounts involved, if they could be
accurately determined, would be less than $50,000 in the case of each officer or
director.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is appointed by the Board of Directors in April
of each year. Currently, and during 1994, there were three members of the
Committee. Mr. David C. Treen, an outside director, is Chairman of the Committee
and has served in this capacity since April 1985. Additional members are Mr.
Robert L. Mitchell, an outside director, and Mr. Francois Cornelis, an executive
of Petrofina S.A. and former employee of the Company. The members of the
Committee have served since at least 1990. There were no transactions with
management or other items required to be disclosed under Item 404 of Regulation
S-K with respect to the Committee members except as to David C. Treen who is of
counsel to the law firm of Deutsch, Kerrigan & Stiles, which firm received
payments of $91,593 in fiscal 1994.
Compensation Philosophy and Objectives
The Company's total compensation philosophy for executives is to provide a
competitively based program with an overall objective of creating value for the
Company's shareholders. The compensation program is designed and administered to
achieve the following objectives: (a) to maintain a stable, successful
management team motivated to provide good long-term shareholder returns; (b) to
reward executives based on Company performance, as well as individual
performance, with a significant portion of executive compensation "at risk",
particularly for senior executives; and (c) to provide a compensation system
that appropriately balances short-term and long-term considerations.
Compensation Components
For fiscal 1994, the Company's compensation program consisted of (i) base
salary (ii) cash bonuses (iii) matching contributions under the FINA Capital
Accumulation Plan, a 401(k) plan, "the FINA Plan", and (iv) contributions under
a restoration plan.
Base Salary -- The base salary levels of Executive Officers are reviewed
annually each April to determine whether they are competitive by comparison with
information from a peer group of companies that participate in the "Petroleum
Industry Executive Compensation Comparison" (hereinafter referred to as PIECC)
survey group. The PIECC companies are closely aligned to the asset/revenue size
of the Company and aligned by industry. The SIC code companies used in the
performance graph range broadly in asset/revenue size and are not grouped by
this criteria as are PIECC companies. There are 27 PIECC companies including:
Amerada Hess, Anadarko Petroleum, Diamond Shamrock, Enron Oil & Gas, Freeport
McMoRan Oil & Gas, Kerr McGee, Maxus Energy, Meridian Oil, Oryx Energy, Placid
Oil, Sonat Exploration, Tesoro Petroleum, and Valero Energy. The Chairman of the
Committee, or his designee, receives a memorandum from the President and Chief
Executive Officer as to salary recommendations for the Vice Presidents,
Controller and Department Heads reporting to the Chief Executive Officer. This
recommendation has been previously reviewed and approved by the majority
security holder. After action by the Compensation Committee, the salaries and
bonuses are subject to approval by the Board of Directors. There was no
modification or rejection in any material way by the Board of Directors of any
decision of the Compensation Committee.
An executive's base salary is heavily weighted by individual, functional
(line-of-business or area of administration) performance and level and scope of
responsibility. Executive Officers of the Company received no increase in base
salary in fiscal 1994 except Mr. Jack received an approximate 8% increase.
Although the overall competitive position of base salaries was below the PIECC
companies officers, the financial performance of the Company was the factor in
determining no raises, other than for Mr. Jack, in 1994 and nominal raises in
1993. Base salaries for the Company's Executive Officers, including the named
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Executive Officers, are generally at or below the average of the surveyed data.
Mr. Jack's salary was adjusted due to his particularly low positioning against
the PIECC group.
Cash Bonuses -- The Compensation Committee determines, on an annual basis,
whether or not to recommend and the amount of any bonuses to Executive Officers.
For fiscal 1994, a bonus fund or pool of $2.2 million was established for all
employees including Executive Officers. The pool size was determined by
competitive trends, retention needs and discretionary judgment of the Board and
majority security holder.
After the pool was determined, individual bonus awards for each position
were established. While bonuses for fiscal 1994 were improved from the prior
year, they were still conservative compared to the market average short-term
incentive, and adjusted solely based on individual performance as viewed by the
Chief Executive Officer, after consultation with committee members. Various
individual performance factors were considered including tenure, promotability
and operating responsibilities within the Company. The Chief Executive Officer
then presented the recommended award amounts to the Compensation Committee after
they had been reviewed and approved by the majority security holder. After
action by the Compensation Committee, the salaries and bonuses are subject to
approval by the Board of Directors. There was no modification or rejection in
any material way by the Board of Directors of any decision of the Compensation
Committee.
Deferred Compensation -- In fiscal 1994, FINA had no executive deferred
compensation plan other than (i) the FINA Plan, a 401(k) qualified plan provided
to all then formally eligible employees, as defined in the plan document and
(ii) a restoration plan which restores pension and Fina Plan benefits to
executives and employees reaching the maximum permitted by law, currently
$150,000 of salary. The FINA Plan is a broad-based pre-tax savings plan which
qualifies under 401(k) of the Internal Revenue Code permitting eligible
employees, not just executives, to defer a portion of their compensation and
encourage savings to provide additional financial security for the future.
CEO Compensation
Mr. Ron W. Haddock has been President and Chief Executive Officer since
1989, and the offices of Chief Executive Officer and President have been
combined throughout that time. Only one salary is paid for the combined
positions. Mr. Haddock's compensation package takes into account the
relationship of the Company to Petrofina S.A. Annually, Mr. Haddock's salary is
reviewed in light of the Company's financial results rather than utilizing the
PIECC survey used for other executives. Mr. Haddock did not receive a salary
increase in 1993 or 1994. With progressively improving financial results
resulting in bonus pools in 1993 and 1994, Mr. Haddock received a cash bonus at
the end of 1993 and early in 1995. Mr. Haddock's bonuses were a function of the
size of the pool, but the Compensation Committee also gave subjective
consideration to Mr. Haddock's experience, level and scope of responsibilities,
and his overall contribution to the success of the Company.
Options and Long-Term Incentives
FINA granted no long-term incentives in 1994 and has no active plan. The
most recent stock option plan of the Company expired by its terms in 1989.
Options at $70.50 were awarded to Executive Officers and employees on a
discretionary basis prior to expiration. The price of the last grant was $70.50
and is at or near market price at the date of this report.
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Summary
The Compensation Committee believes that the combination of base salary and
bonuses based upon individual and corporate performance provides a program which
attracts and retains key executives. The Company's financial performance allowed
making improvements to the competitive position of bonus payments of the
Executive Officers in fiscal 1994. Bonus payments are directly related to the
financial performance of the Company, i.e., net earnings. The performance of the
Company for fiscal 1993 was a net of more than $70 million and earnings per
common share were greater than $4.00. The performance of the Company for fiscal
1994 was a net of more than $100 million and earnings per common share were
greater than $6.00. There were no targets set for performance of the Company as
to salaries or other executive compensation.
Dated: February 23, 1995
/s/ DAVID C. TREEN /s/ FRANCOIS CORNELIS
David C. Treen, Francois Cornelis,
Chairman of the Compensation Committee Member of the Compensation Committee
/s/ ROBERT L. MITCHELL
Robert L. Mitchell,
Member of the Compensation
Committee
Inapplicability of the $1 Million Deduction Limit. Recently enacted Section
162(m) of the Internal Revenue Code generally limits the corporate deduction for
compensation paid to Executive Officers to $1 million annually, unless certain
requirements are met. No modification of compensation programs is necessary as
no Executive Officer's compensation approaches $1 million annually.
Transactions with Management and Others. The law firm of Deutsch, Kerrigan
and Stiles received payments of $91,593 during fiscal 1994. One director, David
C. Treen, is of counsel to the firm.
Although the Company has joint venture interests with the majority security
holder and affiliates of Petrofina S.A., only administrative officers are common
to both companies, i.e. the Chief Financial Officer, General Counsel and
Secretary. A description of the joint ventures is under the caption
"Transactions with Security Holders" herein.
Compensation Committee Interlocks and Insider Participation. Mr. Francois
Cornelis is a member of the Compensation Committee. He is an executive of an
affiliate, Petrofina S.A., currently serving as Chief Executive Officer and Vice
Chairman.
Pension Plan. The FINA Pension Plan ("Pension Plan") covers employees of
FINA, Inc. and certain subsidiaries. There were no amendments to the Pension
Plan during 1994.
An eligible employee begins to participate in the Pension Plan on the first
day of the month coincident with or next following completion of twelve
consecutive months of employment during which at least 1,000 hours of service
are credited to such employee. Pursuant to the Tax Reform Act of 1986, the
Company has elected to fully vest participants after five years of service. The
pension formula is offset by up to 50% of an employee's social security primary
insurance amount payable at age 65.
A participant reaches normal retirement age upon attainment of his 65th
birthday. Married participants normally elect a joint and survivor annuity as
the method of receipt for benefits. Unmarried participants and
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those with spousal consent may elect a benefit payable for their lifetime only
or a reduced benefit may be shared with an eligible beneficiary.
The following table shows annual retirement benefits under the Pension Plan
for participants retiring at age 65 in 1996 based on the highest 36 consecutive
months of salary and bonus during the previous ten years, and years of
participation, and using the social security tax base through December 31, 1994,
as shown:
Retiring at age 65 in 1996. Highest 36 consecutive monthly
compensation during the previous ten years ending December 31, 1994. Social
Security tax base through December 31, 1994.
The table below is set forth by compensation levels and increases in
existing compensation of a person will move them to the next level.
ANNUAL RETIREMENT BENEFITS
- ------------------------------------------------------------------------------
YEARS OF PARTICIPATION
FINAL AVERAGE ------------------------------------------------------------
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------- -------- -------- -------- -------- --------
$ 50,000 $ 9,181 $ 12,241 $ 15,302 $ 18,362 $ 21,777
75,000 15,368 20,491 25,614 30,737 36,215
100,000 21,556 28,741 35,927 43,112 50,652
150,000** 33,931 45,241 56,552 67,862 79,527
200,000** 46,306 61,741 77,177 92,612 108,402
250,000** 58,681 78,241 97,802 117,362 137,277*
300,000** 71,056 94,741 118,427 142,112* 166,152*
350,000** 83,431 111,241 139,052* 166,862* 195,027*
400,000** 95,806 127,741* 159,677* 191,612* 223,902*
450,000** 108,181 144,241* 180,302* 216,362* 252,777*
500,000** 120,556* 160,741* 200,927* 241,112* 281,652*
600,000** 145,306* 193,741* 242,177* 290,612* 339,402*
650,000** 157,681* 210,241* 262,802* 315,362* 368,277*
700,000** 170,056* 226,741* 283,427* 340,112* 397,152*
750,000** 182,431* 243,241* 304,052* 364,862* 426,027*
- ---------------
* The maximum benefit limitation established by IRC Section 415(b) is $120,000
for 1995. Benefits exceeding this limitation would be paid through the
Company's Restoration Plan which mirrors the Pension Plan in operation and
participation. The Restoration (formerly the Excess Plan) has paid
supplemental benefits only to executive officers, but was implemented to
benefit those highly compensated employees whose pension benefit exceeds the
IRC 415(b) limits.
** The covered compensation limit established by IRC Section 401(a)(17) is
$150,000 for 1995. Pension benefits that are reduced due to this limitation
would also be paid through the Company's Restoration Plan. The Restoration
Plan has paid supplemental benefits to executive officers and one employee
and was implemented to benefit those whose compensation exceeds the
401(a)(17) limits.
The remuneration covered by the Pension Plan is composed of salaries and
bonuses.
Messrs. Haddock, Jack, Couch, and Smoak are vested under the Pension Plan
with service credits of 8.5, 9.8, 17.9, and 11.0 years, respectively. Mr. Bercy
is not vested.
Fina Restoration Plan. Effective January 1, 1994, the Company adopted a
plan designed to supplement those persons' pension and 401(k) plan benefits
whose compensation exceeds the 401(a) limits. The plan was named the Fina
Restoration Plan and effectively restores pension and 401(k) plan benefits to
persons making $150,000 or more which otherwise would have been lost due to pay
cap tax limits imposed by the Omnibus Budget Reconciliation Act. This plan is
being implemented to benefit those whose compensation exceeds the 401(a)(17)
limits and the 415(b) limits.
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The participant's benefit under this plan as to 401(k) compensatory related
sums will be paid in a single, lump-sum distribution upon death, retirement or
termination of employment for any reason. The pension related benefit can be
paid as a lump sum under the same circumstances or can be annuitized over the
lifetime of the person. The pension related benefit is subject to all conditions
of the Fina Pension Plan.
The amount of employer matching contributions and forfeitures that would
have been attributed to the participant will be identified to the participant.
Annual crediting will occur to a bookkeeping account as if shares of the
Company's Class A Common Stock had been purchased with the dollar amount,
although no actual shares of the Company's stock will be purchased or traded.
In 1994, $43,563 was credited to officers' and employees' accounts.
Employee Thrift Plan. The FINA Capital Accumulation Plan ("FINA Plan"), a
401(k) plan, was renamed in 1991. The Board of Directors adopted the FINA Plan
as described below in April 1991. The FINA Plan has been substantially in the
same form since June 1988 and is described in the following text. In January
1993 the existing plan was amended to recognize service for purposes of
participant vesting based upon length of employment as opposed to length of
participation in the Plan.
In June 1988, the Board of Directors approved an amendment to the FINA
Plan, then known as the Thrift and Employee Stock Ownership Plan of American
Petrofina, Incorporated, which provided that: (1) the plan, as amended, was
renamed the Thrift Plan of American Petrofina, Incorporated, (2) the
participants' interests in the PAYSOP provision was spun off to a separate new
plan named American Petrofina, Incorporated PAYSOP and Trust (the PAYSOP), and
(3) the PAYSOP was then terminated effective July 31, 1988, with the
participants' interests distributed in cash, stock, or transferred into the FINA
Plan. No amendments to the FINA Plan were made in 1989 or in 1990.
Effective January 1, 1984, the former Thrift Plan for Employees of American
Petrofina, Incorporated and the former Employee Stock Ownership Plan of American
Petrofina, Incorporated were combined and renamed "The Thrift and Employee Stock
Ownership Plan of American Petrofina, Incorporated." A 401(k) feature was added
to the FINA Plan allowing employees to invest up to 10% of their basic income on
a tax-deferred basis and allowing employees to purchase Petrofina S.A. common
stock. A Registration Statement Form S-8 was filed to effect the FINA Plan which
was approved by the Board of Directors on December 15, 1983.
The FINA Plan allows participants to contribute up to 5% of basic earnings
on an after-tax basis, up to 10% on a pre-tax basis, or a combination of pre-tax
and after-tax contributions not exceeding 10%. The Company will contribute an
equal amount up to the first 6% pre-tax of the participant's base income.
Company contributions are invested in the Company's Class A Common Stock and/or
Petrofina S.A. common stock at the election of the employee. The employee's
contribution is invested at his or her direction in either of these stocks or in
The Northern Trust Collective Short-Term Investment Fund, Wells Fargo U.S. Debt
Index, American Balanced Fund, Wells Fargo Equity Index Fund or a global fund
named New Perspective Fund.
Stock Options. The employee Non-Qualified Stock Option Plan -- 1979 (the
"1979 Plan") was adopted by the Board of Directors of the Company on August 7,
1979, ratified by the Company's security holders on April 16, 1980, and expired
by its terms in August 1989. Under the 1979 Plan, in 1979, 1981, 1983, 1984 and
1988, 134,000 shares, 16,900 shares, 102,950 shares, 1,800 shares, and 42,550
shares, respectively, were granted to officers and employees of the Company and
its subsidiaries. Of the 1979 and 1981 grants, 43,548 shares and 4,800 shares,
respectively, were converted to Incentive Stock Options. The 1983 and 1984
grants were incentive stock option grants exclusively. The 1988 options granted
were entirely non-qualified in
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composition. In addition to the options in the years noted above, an option was
exclusively granted in 1986 to Ron W. Haddock for 5,000 shares at $47.125 per
share which was fully exercised in 1992. All shares subject to the 1979 Plan are
shares of the Company's Class A Common Stock.
The 1979 Plan was amended in April 1984 at the Annual Meeting of Security
Holders to (i) allow stock to be traded for its cash equivalent for option
stock, (ii) allow the Board of Directors to issue Incentive Stock Options, and
(iii) impose a two-year holding period on stock issued pursuant to an Incentive
Stock Option.
No grants were made in 1994 as the 1979 Plan has expired, and no grant
table is presented.
The aggregated option exercises and year-end values of options held by the
CEO and four most highly compensated executives follows in tabulation form:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
ACQUIRED YEAR-END (#) AT FISCAL YEAR-END
ON VALUE ------------------ ($)
EXERCISE REALIZED EXERCISABLE/ -------------------------
(#) ($) UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME(A) (B) (C) (D) (E)(1)
- ------------------------------ -------- -------- ------------------ -------------------------
Ron W. Haddock................ -- -- 2,000 2,000/0 None in-the-money
Neil A. Smoak................. 400 $5,350(2) 1,000 1,000/0 None in-the-money
H. Patrick Jack............... -- -- 600 600/0 None in-the-money
Michael J. Couch.............. -- -- 500 500/0 None in-the-money
- ---------------
(1) The options were granted at $70.50 and were not in-the-money on the date of
preparation of this table.
(2) The option exercised consisted entirely of Class A Common Shares and the
shares are not marketable for two years from the date of exercise. The gain
was calculated based on market value on 6/13/94 of $73.50, and is not
attributable to income in 1994 due to the indefinite nature of the gain at
the future time when the shares become marketable.
Phantom Share Plan. In 1979 the Board of Directors of the Company adopted a
Phantom Share Plan under which senior management of the Company and designated
subsidiaries ("Participants") may be credited with phantom shares ("Rights") at
the discretion of a committee of the Board of Directors of the Company. During
1994 there were nine Participants. Upon retirement or termination of employment,
or in other specified circumstances, a Participant will be entitled to receive
for each phantom share credited to his account the excess, if any, of (a) the 20
day average market price per share of the Company's Class A Common Stock, plus
dividends and other distributions paid on each share of such Class since such
phantom share was credited to his account over (b) the price assigned to such
phantom share by the Committee under the Phantom Share Plan at the time it was
credited to his account. Such amount will generally be paid in cash over a
five-year period. No grant or amendment has been made to the Phantom Share Plan
since 1980.
The increase in net value during 1994 of the unvested Rights for all
Participants as a group was $3,548 (excluding basis). The formula used to
calculate the annual increase or decrease in value is based on the change in
annual market value per share, plus dividends per share, multiplied by the
number of phantom share rights which remain unvested. No amounts were paid or
distributed during the last fiscal year to the five persons named in the Summary
Compensation Table.
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SCHEDULE OF PAYMENTS
PHANTOM SHARE PLAN
(BASED ON RETIRED PARTICIPANTS ENTITLED TO RECEIVE CASH AS OF DECEMBER 31, 1994)
1994............................................... $37,146
1995............................................... 24,210
1996............................................... 24,210
1997............................................... 7,966
1998............................................... 7,966
RELATIONSHIP WITH INDEPENDENT AUDITORS
KPMG Peat Marwick LLP is the principal accountant selected by the Company.
Representatives of such firm are expected to be present at the Annual Meeting of
Security Holders, with the opportunity to make a statement if they desire to do
so, and will be available to respond to appropriate questions.
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK AND
TO SPLIT OUTSTANDING COMMON STOCK
(ITEM 2 ON FORM OF PROXY)
The Board of Directors recommends that the shareholders approve an
amendment to the Company's Certificate of Incorporation which would reduce the
par value of the Class A and Class B Common Stock (hereinafter "Common Stock")
from $1 per share to fifty cents per share, effect a two-for-one stock split
whereby each presently issued share of Common Stock, $1 par value per share,
would be converted into two shares of Common Stock, fifty cents par value per
share, and, in connection therewith, increase the number of authorized shares of
Common Stock from 20,000,000 shares with a par value of $1 per share to
40,000,000 shares with a par value of fifty cents per share. A copy of the text
of the proposed amendment is attached as Exhibit A to this Proxy Statement.
If approved by the shareholders, and assuming that any regulatory approvals
are obtained, the stock split would be effected by filing the amendment to the
Articles of Incorporation, which would result in each holder of Common Stock of
record at the close of business on a date to be determined by the Board of
Directors receiving one additional share of Common Stock for each share of
Common Stock held. All certificates outstanding on the record date would
continue to be valid, and, after the filing of the amendment, would represent
the same number of shares of Common Stock as they represented prior to the
split. Such shares would be deemed to have a par value of fifty cents per share
notwithstanding any statement to the contrary on the face of such certificates.
Shareholders should not return their existing certificates to the Company or its
transfer agent. Instead, shareholders should retain their certificates and would
receive a new certificate for one additional share for each share held at the
close of business on the record date. It is expected that new certificates would
be mailed to shareholders shortly after the record date.
The Company expects that any per share quarterly dividends declared or paid
with respect to the Common Stock after the stock split would be reduced
proportionately to give effect to the increased number of shares of Common Stock
outstanding. The proposed stock split would not change the aggregate amounts of
the Company's stated capital or surplus accounts, and would not affect the
proportionate interest of any common shareholder or the ratio of issued common
stock to authorized but unissued common stock. The amendment and the stock split
would not change the powers, preferences or rights of the Common Stock.
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Holders of Common Stock of the Company do not and would not have any preemptive
rights to subscribe to or purchase any of the authorized shares of Common Stock.
The Board of Directors has proposed the two-for-one stock split because the
board believes that the split would result in a decrease in the market price of
the Common Stock to a level at which the Common Stock would be more readily
tradeable and accessible to a broader base of investors. A lower per-share price
would enable investors to purchase "round lots" of the Company's Common Stock
for a lower total price than is the case currently. It is expected that, at
least initially, the trading price of the Common Stock on the exchanges would be
reduced to approximately one-half the trading price immediately before the
split. Shareholders should be aware, however, that brokerage charges and any
applicable transfer taxes on sales and transfers of shares would be higher after
the stock split on the same relative interest in the Company because that
interest would be represented by a greater number of shares.
In the opinion of the Company's tax counsel: (a) the stock split, if
implemented, will result in no gain or loss to shareholders for federal income
tax purposes, (b) the aggregate basis of the Common Stock, fifty cents par
value, held by a shareholder after the stock split will be equal to the
aggregate basis of the Common Stock, $1 par value, held before the split and (c)
for purposes of capital gains rules the holding period of the Common Stock,
fifty cents par value, held after the stock split will include the period for
which the Common Stock, $1 par value, held before the split was held, provided
that the Common Stock, $1 par value, was held as a capital asset at the time of
the split.
Although the proposed increase in the number of authorized shares of Common
Stock is greater than the number necessary to effect the proposed split, the
ratio of shares of outstanding Class A Common Stock to shares of authorized
Class A Common Stock would be the same after the split as before the split. This
larger number of authorized shares would provide the Company some flexibility by
making available additional shares of Common Stock that could be issued for
other corporate purposes. These corporate purposes might include, among other
things, the raising of additional capital funds through public or private
offerings, the acquisition by the Company of other companies or assets, and/or
the declaration of stock splits or stock dividends. At present, there are no
plans for the issuance of additional shares of Common Stock other than pursuant
to a Stock Option Plan. If the amendment is approved, the Company's outstanding
stock options, and the number of shares reserved for issuance pursuant to
employee benefit plans, will be adjusted as appropriate to reflect the stock
split. Total reserves are 324,596 shares of Class A Common Stock. The unissued
additional shares of Common Stock would be available for issuance in the future
by the board of directors without further authorization by a vote of
shareholders other than as required by applicable law and stock exchange rules.
The Board of Directors believes that adoption of the proposed amendment
would have no impact on any attempt to gain control of the Company, because the
ratio of issued to unissued shares of Common Stock would be unchanged by the
amendment and because all outstanding shares of Class B Common Stock and more
than three-fourths of the outstanding shares of Class A Common Stock are, and
would continue to be upon effectiveness of the stock split, held by a single
stockholder. The holder of the Class B Common Stock is entitled, pursuant to the
Company's Certificate of Incorporation, to elect a majority of the Board of
Directors.
The Company will apply for listing on the American Stock Exchange, on which
the Company's common shares are listed, of the additional shares of Common Stock
that would be outstanding after the split.
Financial statements are not included in this Proxy Statement as they are
not material to a decision upon the proposed amendment and stock split.
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The board of directors recommends a vote FOR adoption of the proposed
amendment to the Certificate of Incorporation. Such adoption will require the
affirmative vote of the holders of a majority of the outstanding Common Stock of
the Company. Proxies solicited hereby will be voted in favor of the proposed
amendment unless shareholders specify otherwise in their proxies. If the
amendment is adopted, the Company expects that, subject to any regulatory
approvals, the amendment would be filed with the Secretary of State of the State
of Delaware on a date shortly after the annual meeting of shareholders to be
fixed by the board of directors and that the stock split would become effective
at the close of business on the date of filing.
THIS PROPOSAL REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE
OUTSTANDING SHARES OF CLASS A AND CLASS B COMMON STOCK ENTITLED TO VOTE, EACH
VOTING SEPARATELY AS A CLASS. THE MAJORITY SECURITY HOLDER HAS INDICATED THAT IT
WILL VOTE IN FAVOR OF THE PROPOSAL THUS ENSURING ITS PASSAGE.
TRANSACTIONS WITH SECURITY HOLDERS
The Company has a 50% interest in joint ventures with Petrofina Delaware,
Incorporated ("PDI") in Texas and with Petrofina S.A. in Hong Kong which market
chemicals in international trade. The Company sold chemicals aggregating
$1,401,000 in 1994, $985,000 in 1993 and $6,447,000 in 1992 to the joint
ventures.
Accounts receivable include $10,719,000 and $3,996,000 at December 31, 1994
and 1993, respectively, from affiliates. Accounts payable include $6,539,000 and
$8,817,000 at December 31, 1994 and 1993, respectively, to affiliates.
During 1994 the Company assumed a $50,000,000 note from PDI payable to a
bank in 1995. Interest expense relating to borrowings from PDI was $13,916,000
in 1994, $28,565,000 in 1993, and $48,127,000 in 1992. Accrued liabilities
include accrued interest of $791,000 and $3,580,000 at December 31, 1994 and
1993, respectively, which is payable to PDI for such borrowings.
The Company purchased crude oil and natural gas aggregating $16,626,000 in
1994, $21,145,000 in 1993, and $8,879,000 in 1992 from PDI in the ordinary
course of business.
The Company purchased refined products and chemicals aggregating
$34,963,000 in 1994, $50,992,000 in 1993, and $56,997,000 in 1992 from Petrofina
and its affiliates other than PDI in the ordinary course of business.
The Company files a consolidated Federal income tax return with PDI and its
affiliates. Under the terms of the tax sharing agreement with PDI, the Company
is allocated Federal income taxes on a separate return basis.
SUBMISSION OF PROPOSALS BY SECURITY HOLDERS
Proposals submitted by security holders of the Company should be mailed to
the Secretary of FINA, Inc., P.O. Box 2159, Dallas, Texas 75221. In order for
any security holder proposal to be included in the Company's proxy statement and
form of proxy for the 1996 Annual Meeting of Security Holders, it must be
received by the Company on or before November 16, 1995. The security holder must
at the time the proposal is submitted be a record or beneficial owner of at
least 1% or $1,000 in market value of securities and have held such securities
for at least one year and continue to hold the securities through the date of
the meeting.
18
21
GENERAL
The management does not know of any matters to be presented to the meeting
other than those stated in the Notice of Meeting. If other matters do properly
come before the meeting, the Proxy Committees will vote said proxy in accordance
with their judgment in such matters.
The solicitation of the accompanying form of proxy is made by the Company
and the expenses in connection with the solicitation will be borne by the
Company. In addition to the solicitation of proxies by mail, the Company may
solicit proxies by telephone, telegraph, and personal interviews. Brokerage
houses, custodians, nominees and fiduciaries may also be requested to forward
the soliciting material to the beneficial owners of stock held of record by such
persons and will be reimbursed for expenses incurred.
THE COMPANY WILL PROVIDE UPON REQUEST AND WITHOUT CHARGE TO EACH PERSON
SOLICITED A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
1994.
FINA, INC.
CULLEN M. GODFREY
Secretary
Dated: March 7, 1995
19
22
EXHIBIT A
AMENDMENT TO CERTIFICATE OF INCORPORATION
RESOLVED, That Article FOURTH of the Certificate of Incorporation of the
Company be partially amended in that the first paragraph shall be amended as
follows:
FOURTH: 1. The total number of shares of all classes of capital stock which
the corporation shall have authority to issue is FORTY-FOUR MILLION (44,000,000)
shares, of which FOUR MILLION (4,000,000) shares shall be preferred stock of the
par value of $1.00 per share (hereinafter called "Preferred Stock") and FORTY
MILLION (40,000,000) shares shall be shares of common stock of the par value of
fifty cents per share (hereinafter called "Common Stock") which shall be divided
into two classes as follows:
(a) THIRTY-EIGHT MILLION (38,000,000) shares of Class A Common Stock, and
(b) TWO MILLION (2,000,000) shares of Class B Common Stock.
Upon the effectiveness of the amendments contained in the Articles of
Amendment (the "Effective Date"), each share of Common Stock of the Corporation
issued at the close of business on the Effective Date shall be reclassified,
changed and converted into two shares of Common Stock without change in the
aggregate amount of capital represented by the issued shares, such two-for-one
split to be accomplished by issuing to each holder of the Corporation's Common
Stock of record at the close of business on the Effective Date a certificate or
certificates at the rate of one additional share of Common Stock for each share
of the Common Stock held of record on the stock transfer records of the
Corporation at the close of business on the Effective Date.
23
FINA, INC.
P
R PROXY -- ANNUAL MEETING OF SECURITY HOLDERS -- APRIL 12, 1995
O PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
X
Y The undersigned hereby appoints Ron W. Haddock or Cullen M. Godfrey, and each or either of
them, attorneys and proxies with full power of substitution to vote all Class A Common Stock of
the undersigned in FINA, Inc. at the Annual Meeting of Security Holders to be held on April 12,
1995, and at any adjournment thereof, with all powers the undersigned would possess if personally
present.
Election of Directors
Nominees:
THIS PROXY MUST BE SIGNED
Ron W. Haddock EXACTLY AS NAME APPEARS ON THE FRONT
Robert L. Mitchell
David C. Treen Executors, administrators, trustees, etc.,
should give full title as such. If the signer is a
corporation, please sign full corporate name
by duly authorized officer.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU
NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTOR'S RECOMMENDATIONS. SEE REVERSE
THE PROXY COMMITTEE CANNOT VOTE YOUR SHARE(S) UNLESS YOU SIGN AND RETURN THIS CARD. SIDE
/ X / Please mark your
votes as in this
example.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ELECTION OF ALL NOMINEES LISTED ON THE REVERSE SIDE, DIRECTORS, PROPOSAL 1,
FOR APPROVAL OF PROPOSAL 2.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR WITHHELD FOR ABSTAIN
1. Election of / / / / 2. Proposal to amend the Company's Certificate of / / / /
Directors. Incorporation to increase from 19 million to
(see reverse) 38 million the number of authorized shares of
Class A Common Stock and to increase Class B
Common Stock from 1,000,000 to 2,000,000
For, except vote withheld from the following authorized shares and to decrease the par
nominee(s): value to fifty cents.
3. In their discretion, the proxies are authorized
to vote upon such other matters as may properly
come before the meeting.
--------------------------------------------
SIGNATURE(S) DATE , 1995 The signer hereby revokes all proxies heretofore given by
---------------------------- ---------- the signer to vote at said meeting or any adjournments
NOTE: Please sign exactly as name appears hereon. Joint owners thereof.
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such.