-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JzBqnW3h5yuS2gN+RjtBKHA+XTILM5s4s1qBa7W3zet3c/R89zw915FRyQXbnMtk TAPpDYl914CiHoIQ2rfODg== 0000950123-99-003188.txt : 19990412 0000950123-99-003188.hdr.sgml : 19990412 ACCESSION NUMBER: 0000950123-99-003188 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990409 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PETROFINA CENTRAL INDEX KEY: 0001045182 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56115 FILM NUMBER: 99591163 BUSINESS ADDRESS: STREET 1: 52 RUE DE LLNDUSTRIE STREET 2: B-1040 BRUSSELS CITY: BELGIUM STATE: C9 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL CENTRAL INDEX KEY: 0000879764 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 24 COURS MICHELET STREET 2: LA DEFENSE 92800 CITY: PUTEAUX FRANCE STATE: I0 ZIP: 00000 BUSINESS PHONE: 2129693300 MAIL ADDRESS: STREET 1: PROSKAUER ROSE GOETZ & MENDELSOHN LLP STREET 2: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036-8299 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* PETROFINA --------------- (NAME OF ISSUER) Ordinary Voting Shares ------------------------------ (TITLE OF CLASS OF SECURITIES) 716485206 -------------- (CUSIP NUMBER) Alain-Marc Irissou General Counsel TOTAL Tour TOTAL 24, cours Michelet La Defense 10 92800 Puteaux, France (011-33-1) 41-35-40-00 ---------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) With a copy to: Jere R. Thomson, Esq. Jones, Day, Reavis & Pogue 599 Lexington Avenue New York, New York 10022 (212) 326-3939 March 31, 1999 ------------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 8 Pages 2 ===================================================================================================== CUSIP NO. 716485206 Page 2 of 8 Pages ====================================================================================================== =================================================================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Total - ------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ] b [ ] - ------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] - ------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - ------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 9,614,190 NUMBERS OF SHARES -------------------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING PERSON -------------------------------------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 9,614,190 -------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,614,190 - ------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.0% - ------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (societe anonyme) ===================================================================================================================
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ITEM 1. SECURITY AND ISSUER. The securities to which this statement relates are the ordinary voting shares, no par value ("PetroFina Shares"), of PetroFina, a Belgian societe anonyme ("PetroFina"). PetroFina's principal offices are located at 52, rue de l'Industrie, B-1040 Brussels, Belgium. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by Total, a French societe anonyme ("Total"). Total is a major international integrated oil and gas company. The principal offices of Total are located at Tour Total, 24, cours Michelet, La Defense 10, 92800 Puteaux, France. Schedule I hereto, which is incorporated herein by this reference, sets forth the name, the business address, the present principal occupation or employment (and the name, principal business, and address of any corporation or other organization in which such employment is conducted), and the citizenship of the directors and executive officers of Total. Neither Total nor, to its knowledge, any of the persons identified in Schedule I hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. See Item 4 below. ITEM 4. PURPOSE OF TRANSACTION. On March 31, 1999, pursuant to a Contribution Agreement, dated December 1, 1998, among Total and the Contributors described below (the "Contributors") (the "Contribution Agreement"), 9,614,190 PetroFina Shares were acquired by Total from the Contributors in exchange for an aggregate of 43,263,855 shares of Total, nominal value 50 French francs per share ("Total Shares"). The Contributors are Electrafina, Investor (substituted for Fibelpar), Tractebel, Electrabel, and AG 1824, Compagnie Belge d'Assurances Generales. Each of the Contributors is a societe anonyme incorporated under the laws of Belgium. The Contribution Agreement is incorporated herein by reference to Exhibit 2 to Total's Annual Report on Form 20-F for the year ended December 31, 1998. Total intends to commence an exchange offer to acquire (a) all of the outstanding PetroFina Shares not already owned by Total at an exchange ratio of 9 Total Shares for each 2 PetroFina Shares, (b) all outstanding American depositary shares of PetroFina ("PetroFina ADSs") at an exchange ratio of 9 American depository shares of Total (each representing one half of 1 Total Share) for each 10 PetroFina ADSs (each representing one-tenth of a PetroFina Share) and (c) all outstanding warrants with respect to PetroFina Shares issued pursuant to the Warrant Agreement between PetroFina and Citibank, N.A. dated August 5, 1998 ("PetroFina Warrants") at an exchange ratio of 81 warrants of Total for each 100 PetroFina Warrants. Each Total Shares newly issued for the purpose of this exchange offer will be delivered together with a certificate called VVPR-Strip. (This certificate entitles certain Belgian taxpayers to a reduction from 25% to 15% in the withholding tax rate applicable to all future dividends paid by Total.) On March 23, 1999, Henrique Bandeira Vieira resigned as member of the PetroFina Board of Directors and was replaced, as of March 31, 1999 by Jean-Paul Vettier, Total President of Refining and Marketing, who has been designated as Managing Director of PetroFina with responsibility for downstream operations. The current Board of Directors of PetroFina will propose to the next PetroFina shareholders' meeting to be held on May 17, 1999, the immediate reconstitution of PetroFina Board, after which a majority of the members of the PetroFina Board will be representatives of Total. In order to reflect the combination of Total and PetroFina, Total has proposed that at its next extraordinary shareholders' meeting, to be held on May 11, 1999, its shareholders approve the change of Total's corporate name to Total Fina S.A. ("Total 4 ====================================================================================================== CUSIP NO. 716485206 Page 4 of 8 Pages ======================================================================================================
Fina"). Total intends that, during the next 2 years, the new group Total Fina will dispose financial participations and non-core assets resulting in Euros 1.0 billion to 1.5 billion of proceeds. Total will implement an overall development strategy to take advantage of the resources of PetroFina and its group, including the continuity of the Belgian industrial facilities at Antwerp and Feluy. In this regard, Total plans to work with PetroFina's management to combine the operations of their refining and distribution businesses in order to leverage the strengths of both entities in Europe. In particular, the refining divisions of Total in Europe will be further reviewed to identify improvements in productivity and synergies between the refining and petrochemicals activities of Total. Although Total does not intend to modify the dividend policy put in place by PetroFina, the payment of any dividends will be subject to Total's financial strategy. To the extent permitted by the Deposit Agreement and Warrant Agreement relating to the PetroFina ADSs and Warrants, if Total acquires sufficient PetroFina ADSs and Warrants to permit such actions, Total intends to delist the PetroFina ADSs and Warrants on the New York Stock Exchange, and to terminate the registration of the PetroFina ADSs and Warrants pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Total directly and beneficially owns 9,614,190 PetroFina Shares, which constituted 41.0% all of the issued and outstanding PetroFina Shares, as of March 31, 1999. (b) Total has the power to vote and dispose of such 9,614,190 PetroFina Shares, subject to the restriction described in Item 6 below. (c) Not applicable. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 4 above. In addition, Total has agreed not to sell any PetroFina Shares acquired from the Contributors until January 14, 2001. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description ----------- ----------- 1 Contribution Agreement, dated as of December 1, 1998, among Total and the Contributors (incorporated by reference to Exhibit 2 to Total's annual report on Form 20-F for the year ended December 31, 1998) 2 General Memorandum of Understanding, dated as of December 1, 1998 among Total and the Contributors (including English translation).
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SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 9, 1999 Total /s/ CHARLES PARIS DE BOLLARDIERE -------------------------------- Charles Paris de Bollardiere Treasurer 6 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 1 Contribution Agreement, dated as of December 1, 1998, among Total and the Contributors (incorporated by reference to Exhibit 2 to Total's annual report on Form 20-F for the year ended December 31, 1998) 2 General Memorandum of Understanding, dated as of December 1, 1998 among Total and the Contributors (including English translation).
7 SCHEDULE I The following are the directors and executive officers of Total as of April 6, 1999 and their principal occupations or employment. The business address of all such persons for purposes of this Schedule 13D is Tour Total, 24 cours Michelet, La Defense 10, 92800 Puteaux, France. Each of such directors and executive officers is a citizen of France except for Lord Alexander of Weedon, who is a citizen of the United Kingdom, Baron Albert Frere and Thierry de Rudder, who are citizens of Belgium and Paul Desmarais Sr., who is a citizen of Canada.
NAME PRINCIPAL OCCUPATION - ------------------------------------- -------------------------------------------------------------------- DIRECTORS Thiery Desmarest Chairman and Chief Executive Officer of Total Francois-Xavier Ortoli Honorary Chairman of Total Jerome Monod Chairman of the Supervisory Board of Suez Lyonnaise des Eaux Michel Francois-Poncet Chairman of the Supervisory Board of Paribas Serge Tchuruk Chairman and Chief Executive Officer of Alcatel Jean Syrota Chairman and Chief Executive Officer of Compagnie Generale des Matieres Nucleaires (COGEMA) Antoine Jeancourt-Galignani Chairman of Assurances Generales de France Lord Alexander of Weedon, Q.C. Chairman and Chief Executive Officer of Natwest Group Professor Bertrand Jacquillat Co-founder and Chairman and Chief Executive Officer of Associes en Finance Daniel Bouton Chairman and Chief Executive Officer of Societe Generale Bruno Ribeyron-Montmartin Secretary of Total Outre-Mer Didier Houssin Representing the French State Director of Hydrocarbon Department Ministry of Economy, Finance and Industry Junior Minister's Office of Industry Baron Albert Frere Chairman and Managing Director of Bruxelles Lambert S.A. Thierry de Rudder Managing Director of Bruxelles Lambert S.A. and Electrafina Honorable Paul Desmarais Chief Executive Officer of Power Corporation of Canada EXECUTIVE OFFICERS Thierry Desmarest.................... Chairman and Chief Executive Officer of Total Alain Madec.......................... Executive Vice President of Total, and President of Strategy and Finance Jean-Paul Vettier.................... Executive Vice President of Total, and President of the Refining and Marketing Division Robert Castaigne..................... Executive Vice President of Total, and Chief Financial Officer Daniel Valot......................... Executive Vice President of Total, and President of the Exploration and Production Division Jean-Pierre Seeuws................... Executive Vice President of Total, and President of the Chemicals Division Pierre-Rene Bauquis.................. Vice President; Special Advisor to the Chairman Michele Benezit...................... Vice President; Senior Vice President Overseas Refining and Marketing
8
NAME PRINCIPAL OCCUPATION - ------------------------------------- -------------------------------------------------------------------- Claude Brice......................... Vice President; Senior Vice President Exploration and Production Africa and Mediterranean Basin Jean-Claude Company.................. Vice President; Senior Vice President Refining Europe Ian Howat............................ Vice President Strategy and Corporate Planning, Secretary of the Executive Committee Christophe de Margerie............... Vice President; President Middle East Division Pierre Proust........................ Vice President; Special Advisor to the Chairman Jean-Jacques Guilbaud................ Vice President; Senior Vice President Human Resources and Corporate Communications Hugues Woestelandt................... Vice President and Executive Vice President Chemicals Division Charles Paris de Bollardiere......... Treasurer
EX-99.2 2 GENERAL MEMORANDUM OF UNDERSTANDING 1 EXHIBIT 2 GENERAL MEMORANDUM OF UNDERSTANDING 2 BETWEEN THE UNDERSIGNED: 1. ELECTRAFINA, a corporation under Belgian law with stated capital of BEF 13,692,135,813 and registered office in B-1000 BRUSSELS, 24, avenue Marnix, registered in the Commercial Register of Brussels under No. 3,902, represented by Mr. Thierry de Rudder and Mr. Didier Bellens, duly authorized for the purpose of these presents, and any other company of its group to which PETROFINA shares may be transferred in the meantime and for which it acts as a guarantor (hereinafter referred to as "ELECTRAFINA"), 2. FIBELPAR, a corporation under Belgian law with stated capital of BEF 22,968,750,000 and registered office in B-6280 LOVERVAL, 12, rue de la Blanche Borne, registered in the Commercial Register of Charleroi under No. 139,774, represented by Mr. Gilles Samyn, duly authorized for the purpose of these presents, and any other companies among its group to which PETROFINA shares may be transferred in the meantime and for which it acts as a guarantor (hereinafter referred to as "FIBELPAR"), 3. TRACTEBEL, a corporation under Belgian law with stated capital of BEF 30,204,546,074 and registered office in B-1000 BRUSSELS, 1, Place du Trone, registered in the Commercial Register of Brussels under No. 38,296, represented by Mr. Philippe Bodson and Mr. Jacques Laurent, duly authorized for the purpose of these presents, and any other companies among its group to which PETROFINA shares may be transferred in the meantime and for which it acts as a guarantor (hereinafter referred to as "TRACTEBEL"), 4. ELECTRABEL, a corporation under Belgian law with stated capital of BEF 82,970,232,342 and registered office in B-1000 BRUSSELS, 8, Boulevard du Regent, registered in the Commercial Register of Brussels under No. 267,922, represented by Mr. Jean-Pierre Hansen and Mr. Emmanuel van Innis, duly authorized for the purpose of these presents, and any other companies among its group to which PETROFINA shares may be transferred in the meantime and for which it acts as a guarantor (hereinafter referred to as "ELECTRABEL"), 5. AG 1824, COMPAGNIE BELGE D'ASSURANCES GENERALES, a corporation under Belgian law with stated capital of BEF 2,708,177,981 and registered office in B-1000 BRUSSELS, 53, Boulevard Emile Jacqmain, registered in the Commercial Register of Brussels under No. 345,622, represented by Mr. Maurice Lippens and Mr. Herman Verwilst, duly authorized for the purpose of these presents, and any other companies among its group to which PETROFINA shares may be transferred in the meantime and for which it acts as a guarantor (hereinafter referred to as "AG 1824"), (hereinafter collectively referred to as the "COMPANIES"), PARTY OF THE FIRST PART - 2 - 3 AND TOTAL, a corporation under French law with stated capital of FFR 12,216,658,800 and registered office in France, in PUTEAUX (Hauts-de-Seine), 24, Cours Michelet, registered in the Commercial and Company Register under No. 542,051,180, represented by Mr. Thierry DESMAREST acting in his capacity of Chairman of the Board of Directors and duly authorized for the purpose of these presents (hereinafter referred to as "TOTAL"), PARTY OF THE SECOND PART (the Companies and TOTAL are hereinafter collectively referred to as the "PARTIES"), WHEREAS: 1. The Companies are shareholders of PETROFINA, a corporation under Belgian law with stated capital of BEF 43,605,279,966 divided into 23,459,772 shares without par value, to which could be added 511,255 shares that might be created by the exercise of various warrants issued by PETROFINA, admitted to the official listing of the Brussels Stock Exchange and other financial stock exchanges, with registered office in B-1040 BRUSSELS, 52, rue de l'Industrie, registered in the Commercial Register of Brussels under No. 227,597 (hereinafter referred to as "PETROFINA"). 2. The number of PETROFINA shares held by the Companies on the date of these presents is as follows: 5,304,018 shares held by ELECTRAFINA; 1,518,218 shares held by FIBELPAR; 1,275,772 shares held by TRACTEBEL; 1,241,000 shares held by ELECTRABEL; 275,182 shares held by AG 1824; i.e., a total of 9,614,190 PETROFINA shares (hereinafter collectively referred to as the "SHARES"). 3. The Parties have sought a mutual rapprochement in order to implement industrial synergies between TOTAL and PETROFINA. For this purpose, TOTAL will acquire the Shares held by the Companies. This acquisition will take the form of contributions in kind, subject to French law, and will be compensated by new shares of TOTAL ("NEW TOTAL SHARES") under the terms and conditions described below, whereby the Companies will become shareholders of TOTAL as a result of these contributions. - 3 - 4 As soon as the contributions, which are the subject of the Contribution Agreement, have been made, TOTAL will file a notice of a public exchange offer ("OPE") for the entirety of the shares and, if necessary, PETROFINA securities equivalent thereto within the meaning of Article 1, ss. 3 of the Royal Decree of November 8, 1989, which are not owned by the Companies, under the same terms as those offered to the Companies. These operations fall within the scope of an industrial combination between TOTAL and PETROFINA and the purpose of this Memorandum is to clarify this scope. NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS: TITLE I - IMPLEMENTATION OF COMBINATION TRANSACTIONS ARTICLE 1. SIGNATURE OF AGREEMENT BETWEEN THE PARTIES FOR CONTRIBUTIONS IN KIND 1.1 To implement the first stage of the industrial combination described above, the parties are signing today the Contribution Agreement attached as Exhibit 1 (hereinafter referred to as "CONTRIBUTION AGREEMENT"). 1.2 The Board of Directors of TOTAL called a Combined General Meeting of its shareholders November 30, 1998, notably to approve the contribution transaction by the Companies and the corresponding increase in TOTAL's capital under the terms of the notice of meeting, which is attached to these presents as Exhibit 2. The Board of Directors furthermore decided the launching of the OPE and has delegated the necessary powers to its Chairman to implement it. 1.3 The report by the Board of Directors of TOTAL to the General Meeting of its shareholders, in which it recommends, in particular, the approval described in Paragraph 1.2 above, is attached to these presents as Exhibit 3. 1.4 The parties agree that in the event that the General Meeting of the shareholders of TOTAL should fail to approve by February 17, 1999, the contributions and the corresponding compensation set forth in the Contribution Agreement, TOTAL shall pay to the Companies a non-revisable sum of US$ 100,000,000, exclusive of any other sum whatsoever, in consideration of the immobilization of the shares, which are the subject of the Contribution Agreement. This sum is to be distributed among them in proportion to the PETROFINA shares to be contributed by each. This clause shall not be construed as a right to a penalty for any of the parties. ARTICLE 2. LAUNCHING OF AN OPE BY TOTAL FOR THE PETROFINA SHARES 2.1 As soon as the contributions, which are the subject of the Contribution Agreement, have been made, TOTAL will file the notice and documents with the Belgian Banking and Finance Commission, as specified in Articles 4 and 5 of the Royal Decree of November 8, 1989, regarding take-over bids and changes in the control of companies, required to launch an OPE for the entirety of the shares forming the capital of PETROFINA that are not owned by the Companies and, if required, securities equivalent thereto within the meaning of - 4 - 5 Article 1, ss. 3 of the Royal Decree of November 8, 1989, that are not owned by the Companies. 2.2 Within the context of the OPE, two (2) common PETROFINA shares contributed to the OPE are planned to be exchanged for nine (9) new common TOTAL shares with dividend rights as of January 1, 1998 (i.e., providing the right to all dividends paid for fiscal year 1998). TOTAL shall have the right to the dividends paid for fiscal year 1998 by PETROFINA, except for a unique interim dividend for fiscal year 1998 of BEF 460 per share of PETROFINA to be decided by the Board of Directors for the benefit of its shareholders, or any other equivalent formula for the shareholders' benefit. The terms of the OPE to be launched shall be the same as those for the contributions made in accordance with the Contribution Agreement. 2.3 The opening of this OPE will be subject to the approval by the Belgian Banking and Finance Commission and the competent European Authorities under (EC) Council Regulation No. 4064/89 regarding control of concentration operations between enterprises and by the competent American authorities under the American Hart-Scott-Rodino Antitrust Improvements Act. ARTICLE 3. FAILURE OF CONDITIONS PRECEDENT AND CONSULTATION AMONG THE PARTIES The approvals by the competent European authorities under (EC) Council Regulation No. 4064/89 regarding control of concentration operations between enterprises and by the competent American authorities under the Hart-Scott-Rodino Antitrust Improvements Act must be obtained within a period of 3 months from the date when said authorities are notified of the operation. TOTAL shall complete such notifications by December 18, 1998 at the latest. If at the end of these 3 months, the concentration has not been authorized, the commitments by the Companies shall remain in effect for an additional period of one month. At the end of this one-month period, the commitments by the Companies shall become null and void due to failure of the conditions precedent unless, upon a good faith consultation, the Companies and TOTAL reach an agreement no later than fifteen days prior to the expiration of this one-month period regarding the deadline for obtaining the approval by said authorities. Assuming such an agreement, the Companies' commitments will remain in full effect. TITLE II - ORGANIZATION OF SYNERGIES BETWEEN TOTAL AND PETROFINA ARTICLE 4. GENERAL POLICY OF THE NEW GROUP ESTABLISHED BY TOTAL AND PETROFINA As soon as the contribution in kind has been completed and TOTAL has obtained control of PETROFINA within the meaning of Belgian Accounting Law, the following actions shall be taken: - 5 - 6 4.1 TOTAL shall implement a global development strategy that will profit from the resources of PETROFINA and its group. To this end, TOTAL is planning jointly to manage with PETROFINA their refining-distribution assets in order to optimize the advantages of the two entities in Europe. In particular, TOTAL shall ensure the continuation of the large Belgian industrial sites of Anvers and Feluy and pursue the necessary investments. 4.2 To better reflect the alliance between the two entities, TOTAL shall propose to the first General Meeting of its shareholders following the closing of the OPE to change the name "TOTAL" to a new name: "TOTAL FINA". 4.3 PETROFINA shall remain an entirely separate legal structure with its own corporate bodies and general management. The registered office of PETROFINA shall remain in Brussels. Furthermore, the seats of the operational general management of TOTAL FINA refining-distribution and petrochemicals shall be located in Brussels. Mr. Francois CORNELIS shall be appointed Member and Vice-Chairman of the Executive Committee of TOTAL FINA. 4.4 The Board of Directors of PETROFINA shall be composed of 7 members appointed by TOTAL and 5 members appointed by the ELECTRAFINA Group.The Board of Directors of PETROFINA shall be chaired by Baron A. FRERE. Two Managing Directors shall be initially appointed: Mr. Francois CORNELIS and Mr. Jean-Paul VETTIER. 4.5 With respect to labor issues, the planned combination will be the subject of major consultation and will depend on the development prospects of the new group. In particular, a joint policy of stock ownership and stock options will be implemented for the employees of TOTAL FINA following a study of the different systems currently in place at the TOTAL and PETROFINA companies. ARTICLE 5. TRANSFER TOTAL shall not transfer the PETROFINA shares contributed by the Companies in any form whatsoever for a period of two years from the date when such contributions are made. TITLE III - MISCELLANEOUS PROVISIONS ARTICLE 6. CONFIDENTIALITY Subject to the information to be provided in connection with the OPE prospectus or Document E approved by the Commission of Stock Exchange Operations (Commission des Operations de Bourse), the Parties shall keep the existence of this Memorandum of Understanding as well as its terms and conditions strictly confidential. Consequently, the Parties shall not disclose any information pertaining thereto to anyone whatsoever without the prior written agreement by the Parties, except as required by law or by the applicable regulations. However, the Parties shall provide this document and any other documents showing the value of the securities, which are the subject of the offer, to CBF if CBF requires them to do so. - 6 - 7 ARTICLE 7. TERM This Memorandum of Understanding, with respect to its Articles 4 and 6, is entered into for a period of five (5) years from the date of signature of these presents and may be renewed by tacit agreement for successive periods of one (1) year, respectively. Any party that does not intend to continue to be bound at the end of a period in progress as set forth in this Article shall notify the other Parties of its decision by registered mail with return receipt requested no later than three (3) months before expiration of the period in progress. ARTICLE 8. NOTIFICATION Any notification or communication that may become necessary in the context of this Memorandum of Understanding shall be sent by registered mail with return receipt requested and shall become effective on the date of receipt, or on the date of mailing if the text is previously sent by fax or telex. Said notifications shall be mailed to the following addresses, unless changes are made, which shall be notified as indicated above: For ELECTRAFINA: 24, avenue Marnix B 1000 BRUSSELS Attention: Mr. Thierry de Rudder For FIBELPAR: 12, rue de la Blanche Borne B 6280 LOVERVAL Attention: Mr. Gilles Samyn For TRACTEBEL: 1, Place du Trone B 1000 BRUSSELS Attention: Mr. Emmanuel van Innis For ELECTRABEL: 8, boulevard du Regent B 1000 BRUSSELS Attention: Mr. Willy Bosmans - 7 - 8 For AG 1824: 53 Bd. Emile Jacqmain B 1000 BRUSSELS Attention: Mr. Jean-Marie Moreels For TOTAL: Tour TOTAL 24 Cours Michelet La Defense 10 92 069 PARIS La Defense Cedex Attention: Mr. Robert Castaigne ARTICLE 9. APPLICABLE LAW The present Memorandum of Understanding shall be subject to French law. ARTICLE 10. DISPUTES Any disputes that may arise between the Parties concerning the validity, interpretation, or execution of this Memorandum of Understanding shall be definitively settled pursuant to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three arbiters appointed in accordance with these Rules. The place of arbitration shall be in Paris and the language of the proceedings shall be French. The court of arbitration will not be able to rule on an amicable composition ARTICLE 11. FINAL PROVISIONS In the event that there are discrepancies between the provisions of this Memorandum of Understanding and any of the provisions contained in its Attachments, the provisions of the Memorandum of Understanding shall prevail. - 8 - 9 Done in Brussels December 1, 1998 in 7 originals ELECTRAFINA FIBELPAR Represented by Represented by [signatures] [signature] Mr. Thierry de Rudder Mr. Gilles Samyn Mr. Didier Bellens TRACTEBEL ELECTRABEL Represented by Represented by [signatures] [signatures] Mr. Philippe Bodson Mr. Jean-Pierre Hansen Mr. Jacques Laurent Mr. Emmanuel van Innis AG1824 TOTAL Represented by Represented by [signatures] [signature] Mr. Maurice Lippens Mr. Thierry Desmarest Mr. Herman Verwilst - 9 - -----END PRIVACY-ENHANCED MESSAGE-----