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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                  FORM 10-K/A
                                AMENDMENT NO. 2
 
   (MARK ONE)
     /X/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
              SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED]
                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994

     / /   TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
              SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 
                 FOR THE TRANSITION PERIOD FROM           TO
 
                         COMMISSION FILE NUMBER: 1-4014
 
                                   FINA, INC.
             (Exact name of registrant as specified in its charter)
 

                                                          
                DELAWARE                                            13-1820692
     State or other jurisdiction of                              (I.R.S. Employer
      incorporation or organization                            Identification No.)
 
        FINA PLAZA, DALLAS, TEXAS                                     75206
(Address of principal executive offices)                            (Zip Code)

 
       Registrant's Telephone Number Including Area Code: (214) 750-2400
 
          Securities registered pursuant to Section 12(b) of the Act:
 


                                                              NAME OF EACH EXCHANGE
           TITLE OF EACH CLASS                                 ON WHICH REGISTERED
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    Class A Common Stock $1 par value                        American Stock Exchange

 
          Securities registered pursuant to Section 12(g) of the Act:
 
                                      None
 
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.                             YES  X   NO
                                                                   ---     ---
 
     The aggregate market value of the Class A Common voting stock held by
non-affiliates of the Registrant as of January 27, 1995 was $163,650,127 based
on the closing price of $74.50 per share as recorded by the American Stock
Exchange.
 
     The number of shares outstanding of each of the issuer's classes of common
stock, as of March 1, 1994:
 
                       CLASS A COMMON STOCK -- 14,593,902
                       CLASS B COMMON STOCK --  1,000,000
 
     Documents Incorporated by Reference: Part III: The Company's Proxy
Statement for Annual Meeting of Stockholders on April 12, 1995.

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   2
 
                                    PART IV
 
ITEM 14     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
     (a) The following are incorporated by reference or filed as part of this
Annual Report:
 
        1. and 2. Consolidated Financial Statements and Schedules:
 
             Reference is made to page 14 of this Form 10-K for a list of all
        consolidated financial statements and schedules filed as part of this
        Form 10-K.
 
        3. Exhibits: (Contained separately and EDGAR filed)
 

               
          (3a)    -- The Articles of Incorporation of FINA, Inc.
          (3b)    -- The Bylaws of FINA, Inc.
         (10a)    -- Thrift and Employee Stock Ownership Plan for Employees of American
                     Petrofina, Incorporated
         (10b)    -- Credit Agreement of March 7, 1995 with NationsBank of Texas, N.A., as
                     Agent
         (10c)    -- American Petrofina, Incorporated Employee Non-Qualified Stock Option Plan
                     (1979)
         (10d)    -- Form 11-K FINA Capital Accumulation Plan
         (10d)    -- Form 11-K Amdel Inc. Employee Investment Plan
         (10e)    -- Agreement between FINA, Inc. and Glenn E. Selvidge
         (10h)    -- Agreements between FINA, Inc. (formerly American Petrofina, Incorporated)
                     and Ron W. Haddock
         (10i)    -- Agreement between FINA, Inc. and Henry J. Lartigue
         (10j)    -- Employee Stock Ownership Plan of American Petrofina, Incorporated
         (10k)    -- FINA Capital Accumulation Plan
         (10l)    -- FINA Restoration Plan
         (19)     -- FINA, Inc.'s Proxy Statement for Annual Meeting of Security Holders on
                     April 12, 1995
         (21)     -- Subsidiaries of the Registrant
         (23)     -- Independent Auditors' Consent