1 EXHIBIT 10(d) 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 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 / / TRANSACTION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) 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: AMDEL INC. EMPLOYEE INVESTMENT PLAN 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) FINA PLAZA 8350 N. CENTRAL EXPRESSWAY DALLAS, TEXAS 75206 2 AMDEL INC. EMPLOYEE INVESTMENT PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1995 AND 1994 (WITH INDEPENDENT AUDITORS' REPORT THEREON) 3 [LOGO KPMG Peat Marwick LLP] INDEPENDENT AUDITORS' REPORT The Plan Committee Amdel Inc. Employee Investment Plan: We have audited the accompanying statements of net assets available for plan benefits of the Amdel Inc. Employee Investment Plan as of December 31, 1995 and 1994 and the related statements of changes in net assets available for plan benefits for the years 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 audits. We conducted our audits 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 audits provide 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 Amdel Inc. Employee Investment Plan as of December 31, 1995 and 1994, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made 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 Fund Information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets for plan benefits of each Fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits 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. /s/ KPMG Peat Marwick LLP Dallas, Texas April 4, 1996 Member Firm of [LOGO] Klynveld Peat Marwick Goerdeler 4 AMDEL INC. EMPLOYEE INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1995 AND 1994 FUND INFORMATION ---------------------------------------------------------- TBC, INC. FINA, INC. U.S. POOLED EMPLOYEE COMMON TREASURY DAILY LIQUID COMPANY TOTAL STOCK OBLIGATIONS FUND FORFEITURES ---------- ---------- ----------- --------------- ---------- DECEMBER 31, 1995: Investments, at fair value: FINA, Inc., Class A common stock (13,131 shares; cost of $511,902)................ $ 663,116 $ 663,116 $ -- $ -- $ -- The Boston Company Intermediate Government Securities Fund (19,986 shares; cost of $254,015)... 257,421 -- 257,421 -- -- Money market investments...... 1,914,139 4,200 -- 1,905,627 4,312 Cash............................. 6,500 (38) (17) 6,555 -- Interest receivable.............. 9,298 50 13 9,217 18 Contributions receivable from employees..................... 56,539 11,397 2,987 42,155 -- Contributions receivable from employing companies........... 42,905 7,986 2,411 32,508 -- ---------- ---------- ----------- --------------- ---------- Plan assets................. 2,949,918 686,711 262,815 1,996,062 4,330 Forfeitures available for future use........................... (4,330) -- -- -- (4,330) ---------- ---------- ----------- --------------- ---------- Net assets available for plan benefits.......... $2,945,588 $ 686,711 $ 262,815 $ 1,996,062 $ -- ========== ========= ========== =========== ========== DECEMBER 31, 1994: Investments, at fair value: FINA, Inc., Class A common stock (9,510 shares; cost of $333,015)................... $ 325,123 $ 325,123 $ -- $ -- $ -- The Boston Company Intermediate Government Securities Fund (17,414 shares; cost of $224,171)... 207,050 -- 207,050 -- -- Money market investments...... 1,760,491 4,439 -- 1,756,052 -- Cash............................. 7,601 1 -- -- 7,600 Interest receivable.............. 8,124 44 -- 8,045 35 Contributions receivable from employees..................... 52,983 6,537 2,909 43,537 -- Contributions receivable from employing companies........... 41,006 5,220 2,689 33,097 -- ---------- ---------- ----------- --------------- ---------- Plan assets................. 2,402,378 341,364 212,648 1,840,731 7,635 Forfeitures available for future use........................... (7,635) -- -- -- (7,635) Amounts due others............... (4,678) (4,386) (31) (261) -- ---------- ---------- ----------- --------------- ---------- Net assets available for plan benefits.......... $2,390,065 $ 336,978 $ 212,617 $ 1,840,470 $ -- ========== ========= ========== =========== ========== See accompanying notes to financial statements. F-1 5 AMDEL INC. EMPLOYEE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 (1) GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) General The Amdel Inc. Employee Investment Plan (the Plan) operates for the benefit of certain employees of American Petrofina Pipe Line Co. and certain employees of Fina Oil and Chemical Company (FOCC), both of which are wholly-owned subsidiaries of FINA, Inc. and are hereafter referred to as "employing companies." The Plan is a defined contribution plan covering certain full-time employees of the employing companies who have completed six months of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The following description of the Plan reflects all Plan amendments and 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 FOCC. 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. (b) Basis of Presentation The accompanying financial statements of the Plan have been prepared on an accrual basis using fair values for investments. The fair values of investments are based on closing market quotations or listed redeemable values. Security transactions are recorded on a trade date basis. (c) Expenses 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 costs and expenses incurred in administering the Plan, including the fees and expenses of the Trustee, the fees of its counsel and other administrative expenses, are the responsibility of the employing companies through June 30, 1994. Beginning July 1, 1994 all external costs and expenses incurred in administering the Plan are the responsibility of the Plan's participants. (e) Contributions Participants may elect to contribute up to 10% of their basic compensation to the Plan. The employing company will contribute an amount equal to the lesser of the amount contributed by the participant or 5% of the participant's basic compensation. Employing company contributions are reduced by participants' forfeitures. (f) Investment Program and Vesting The Trustee of the Plan by law retains responsibility for the investments of the Plan. Consistent with the fiduciary standards of ERISA, safeguards are adhered to in protecting the interests of Plan participants and their beneficiaries. A participant may direct the proportions of his or her allotments, employer contributions, and any earnings received by the Trustee for his or her account into a money market fund, government securities fund, or the Class A common stock of FINA, Inc. In the absence of direction, all amounts will be held in cash F-3 6 AMDEL INC. EMPLOYEE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) without interest. Participants become completely vested in contributions of the employing companies upon five years of service with the company. A description of such rights and provisions and an explanation of the treatment of forfeitures and other matters are contained in the Plan document. Participation in each investment option at December 31, 1995 and 1994 is presented below. The sum of participation by investment option is greater than the total number of Plan participants because participation is allowed in more than one option. A summary of participants by investment options follows: 1995 1994 --- --- FINA, Inc. Class A common stock................................. 75 54 Government securities fund...................................... 26 28 Money market fund............................................... 229 230 (g) Withdrawals A participant may withdraw securities and cash attributable to his or her allotments at any time. Withdrawal of any part of the amounts attributable to the employing companies' contributions, except on retirement under the Amdel Inc. Noncontributory Retirement Plan, death or disability, is contingent upon completion of five years of service. Any amounts not eligible for withdrawal due to employee termination are forfeited and applied to reduce subsequent employing companies' contributions. In certain circumstances, amounts forfeited may be restored to terminated employees who are subsequently reemployed provided they repay the amount previously withdrawn or distributed. Withdrawals in cash and in kind in the accompanying financial statements represent the fair value of the assets at date of distribution. (h) Form 5500 Reconciliation The net assets available for plan benefits and withdrawals reported in the Plan's Form 5500 are different from the corresponding amount reported in the accompanying financial statements by $786,289 and ($33,735), respectively, as of and for the year ended December 31, 1995 and $752,554 and $47,611, respectively, as of and for the year ended December 31, 1994. These differences relate to the classification of withdrawals currently payable to participants. (i) 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. (2) FEDERAL INCOME TAXES The Plan has obtained from the Internal Revenue Service a determination letter dated August 18, 1995 indicating that the Plan qualifies under the provisions of Section 401(a) of the Internal Revenue Code and, accordingly, is exempt from Federal income taxes under Section 501(a). The United States Federal income tax status of the participants with respect to their contributions to the Plan is described in information submitted to the participants and subject to certain limitations. F-4 7 AMDEL INC. EMPLOYEE INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) (3) 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. F-5 8 SCHEDULE 1 AMDEL INC. EMPLOYEE INVESTMENT PLAN ITEM 27(A) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 IDENTITY OF DESCRIPTION OF NUMBER OF CURRENT MARKETABLE INVESTMENT INVESTMENT SHARES/UNITS COST VALUE - --------------------------------------- ------------------ ------------ ---------- ---------- FINA, Inc. Class A common stock........ Common Stock 13,131 $ 511,902 $ 663,116 The Boston Company Intermediate Government Securities Fund........... Government 19,986 254,015 257,421 Securities Fund TBC Inc. Pooled Employee Daily Liquidity Fund....................... Money Market Fund 1,914,139 1,914,139 1,914,139 ---------- ---------- $2,680,056 $2,834,676 ========== ========== See accompanying independent auditors' report. F-6 9 SCHEDULE 2 AMDEL INC. EMPLOYEE INVESTMENT PLAN ITEM 27(D) -- SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1995 CURRENT VALUE NUMBER OF ASSET ON OF PURCHASE SELLING LEASE EXPENSES COST OF TRANSACTION NET DESCRIPTION OF ASSET TRANSACTIONS PRICE PRICE RENTAL INCURRED ASSET DATE (LOSS) - ---------------------------- ------------ ---------- ---------- ------ -------- ---------- ------------- ------ Purchases: FINA, Inc. Class A common stock.................. 12 $ 234,981 $ -- $ -- $ -- $ 234,981 $ 234,981 $ -- TBC Inc. Pooled Employee Daily Liquidity Fund... 68 1,374,603 -- -- -- 1,374,603 1,374,603 -- Sales: FINA, Inc. Class A common stock.................. 2 -- 23,938 -- -- 24,189 23,938 (251) TBC Inc. Pooled Employee Daily Liquidity Fund... 64 $ -- $1,228,555 $ -- $ -- $1,228,555 $ 1,228,555 $ -- See accompanying independent auditors' report. F-7 10 [LOGO KPMG Peat Marwick LLP] CONSENT OF INDEPENDENT AUDITORS The Plan Committee Amdel Inc. Employee Investment Plan: We consent to incorporation by reference in the Registration Statement (No. 2-49321) on Form S-8 of FINA, Inc. of our report dated April 4, 1996, relating to the statements of net assets available for plan benefits of the Amdel Inc. Employee Investment Plan as of December 31, 1995 and 1994, and the related statements of changes in net assets available for plan benefits for the years then ended, and the related supplemental schedules, which report appears in the December 31, 1995 annual report on Form 11-K of the Amdel Inc. Employee Investment Plan. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Dallas, Texas April 23, 1996 Member Firm of [LOGO] Klynveld Peat Marwick Goerdeler 11 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. AMDEL INC. EMPLOYEE INVESTMENT PLAN /s/ CULLEN M. GODFREY --------------------------------- Cullen M. Godfrey Vice President, Secretary and General Counsel of the Registrant Dated: April 12, 1996