PetroFina S.A.

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PetroFina S.A.

52 rue de l’Industrie
B-1040 Brussels
Belgium
(32-2) 288 91 11
Fax: (32-2) 288 34 45
Web site: http://www.fina.com

Public Company
Incorporated: 1920 as Compagnie Financière Belge des Pétroles
Employees: 14,675
Sales: BFr 727.03 billion (US$20.25 billion) (1997)
Stock Exchanges: Brussels Paris Amsterdam Frankfurt London Zürich Basel Geneva New York
Ticker Symbol: FIN
SICs: 1311 Crude Petroleum & Natural Gas; 2819 Industrial Inorganic Chemicals, Not Elsewhere Classified; 2851 Paints, Varnishes, Lacquers, Enamels & Allied Products; 2911 Petroleum Refining; 5541 Gasoline Service Stations

PetroFina S.A., Belgium’s largest corporation, is the 15th largest publicly traded integrated oil and gas company in the world. PetroFina is a leading exploiter of North Sea oil and gas, with other exploration and production interests in Italy, Azerbaijan, the Gulf of Mexico, Texas, Louisiana, Alaska, Canada, Libya, Angola, the Democratic Republic of Congo, and Vietnam. Downstream, the company boasts some of the most efficient refineries in the world, in particular at Antwerp in Belgium, Port Arthur in the United States, and Immingham in the United Kingdom (the Lindsey Oil Refinery, which is jointly owned by PetroFina and Total S.A.); other refineries are located in Rome, Italy; Luanda, Angola; and Big Spring, Texas. Under the Fina brand, the company operates about 6,300 service stations in Europe and the southeastern and southwestern United States. PetroFina is also active in the field of petrochemicals, where it ranks among the top four producers of polypropylene in the world. In the area of paints, the company owns about 80 percent of the Sigma Coatings Group, known worldwide for its marine and protective coatings. PetroFina lost most of its assets during World War II, and has achieved its current position virtually from nothing in a matter of half a century.

Romanian Roots

PetroFina was founded in 1920—as Compagnie Financière Beige des Petreles—by a group of Belgian financiers headed by the Bank of Antwerp. Its existence became possible when four Romanian oil companies, confiscated from their German owners after World War I, came up for sale at an advantageous price. PetroFina’s founders were aware of the importance of petrol in the age of motorized transport. Romania, an oil-rich but cash-poor country, presented a convenient entry into an already overcrowded industry. The assets on offer included oil wells, refineries, and distribution networks. On taking control, PetroFina merged three of the four companies to form Concordia, whose 1921 output, at 128,500 tons, represented 11 percent of Romania’s total crude oil production. Five years later Concordia’s production had tripled.

PetroFina marketed its products in Western Europe through Purfina, an Antwerp-based company jointly established with the American Pure Oil Company, but wholly owned by PetroFina starting in 1923. To serve central Europe and the Balkans, PetroFina set up Socombel, which supplied small independent outlets until PetroFina acquired its own outlets over the next few years. The company also owned a small fleet of tanker ships.

In 1923 the Banque de l’Union Parisienne became an important shareholder in PetroFina, resolving a dispute over the prewar claims of a French company on Concordia’s Vega refinery. The arrangement was attractive both to France, anxious to acquire an oil supply independent of the U.S. and British companies, and to PetroFina, which wanted access to the capital markets of Paris.

French PetroFina, a subsidiary started in 1924, won a monopoly on the import into France of Soviet oil products, in which Purfina’s Ertvelde refinery also dealt. French PetroFina soon entered the refinery business, constructing a large plant at Dunkirk; this received most of its crude oil from the United States, since until 1936 PetroFina’s own oil fields were subject to Romanian government prohibitions on crude oil exports. At the approach of war, however, French PetroFina reached an agreement with Romania whereby the company financed arms supplies in return for crude oil.

The Depression of the 1930s affected PetroFina less by its direct impact than by changes it prompted in Belgian commercial law. Legislation passed in 1935 and designed to insulate the banking system from industrial ups and downs obliged the Bank of Antwerp to transfer its shares in PetroFina to the specially formed Antwerp Company. PetroFina, created by financiers and for its first 15 years managed by them, now became an oil company run by oilmen.

Substantial World War II Losses

Having survived the Depression with its assets comparatively intact, PetroFina suffered catastrophic losses during World War II. The Germans bombed and later dismantled the Dunkirk refinery. Of PetroFina’s five tankers, only one survived the war. The most serious losses, however, were in Romania. Invading German forces seized the oil fields and refineries, and after the war the Soviet Union appropriated all of PetroFina’s Romanian assets, together with its outlets in Hungary and Bulgaria.

PetroFina had not lost quite everything. Distribution subsidiaries, including those in western Europe and Africa, had survived, as had the Ertvelde refinery. The most important element of continuity from prewar days was that PetroFina had managed to retain its workforce, whose expertise would be the company’s major strength in the postwar reconstruction period.

Postwar Reconstruction and Expansion

In the years immediately following the war, PetroFina—led by president Laurent Wolters—concentrated on rebuilding its distribution network, acquiring three new ships, modernizing its Belgian depots, and restructuring outlets in France, the United Kingdom, the Netherlands, and the Belgian Congo (later known as Zaire, still later as the Democratic Republic of Congo). With virtually no products of its own, it formed an alliance with British Petroleum PLC (BP), which by contrast had oil but lacked adequate distribution facilities. Under an agreement which lasted from 1946 to 1980, BP supplied the oil, crude or refined, that PetroFina required. Lacking funds to rebuild the Dunkirk refinery, PetroFina turned it over to BP in exchange for products.

Faced with an unprecedented demand for petrol, the Belgian government decided in the late 1940s that the country’s refinery capacity needed drastic upgrading. PetroFina and BP spawned the Société Industrielle Beige des Pétroles (SIBP) to build a huge refinery at Antwerp, which opened in October 1951 with a capacity of two million tons per annum, equivalent to Belgium’s entire consumption. In the next 20 years the refinery’s capacity was to increase by a factor of eight, making it by far the largest in Belgium, and among the largest in Europe.

PetroFina undertook its first postwar explorations in Mexico, starting in 1949. The Mexican venture proved short-lived. Canadian Fina Oil (Canada Fina) and Canadian PetroFina started exploring on opposite sides of Canada in the early 1950s; in 1961 Canada Fina would become a subsidiary of Canadian PetroFina. Exploration also took place in Africa, including Angola, Zaire, and Egypt, during the 1950s.

In 1956 PetroFina gained a foothold in the United States. American PetroFina was set up in cooperation with the Panhandle Oil Corporation of Texas to operate Panhandle’s oil wells, refineries, and distribution network. By the end of 1957 the company was extracting 11,000 barrels per day (b/d), had refining capacity for 50,000 b/d, and controlled over 1,000 retail outlets.

The 1950s saw PetroFina’s refinery base and distribution networks expanding into Germany, Italy, Sweden, Norway, Switzerland, and Tunisia, as well as North America. It typically entered new markets through acquisitions, financed through rights issues. A dozen large tankers were added to the fleet, the availability of several of which gave PetroFina an edge when the 1956 closure of the Suez Canal added 25 days to the sea journey taken by most of Europe’s oil.

Alongside PetroFina’s main activities, complementary interests were being developed. Palmafina, a margarine and soap-making subsidiary dating from before the war, joined a U.S. collaborator in a new venture, Oleochim, founded in 1957 to produce fatty acids and glycerine at Ertvelde.

Moved into Chemicals and Paints in the 1950s and 1960s

In 1954 PetroFina had taken a share in Petrochim, a petrochemical venture by a consortium of Belgian chemical companies. Four years later, ready to exploit its research findings, Petrochim began constructing a factory near the SIBP refinery at Antwerp. When the factory failed to achieve the economies of scale needed for profitability, PetroFina took control together with a partner with extensive petrochemical experience, the American Phillips Petroleum Company. In 1964 PetroFina and Phillips launched Petrochim on a BFr 5 billion investment program involving the construction of one of the largest ethylene production facilities in the world; an extraction unit for benzene, toluene, and xylenes; and a synthetic rubber manufacturing plant.

Company Perspectives:

Our mission: To maximize added value throughout the entire industrial and commercial process by pursuing a clear strategic line, using company resources efficiently and safely and yielding the necessary profit to remunerate share-holders and ensure the Company’s growth; to play a constructive role within the communities in which we operate, by positioning our activities within their development objectives and by ensuring high added value quality employment, through continuous learning.

PetroFina’s petrochemical interests grew during the 1960s, with an emphasis on vertical integration. Pipelines were built to take Petrochim’s ethylene to the factories that used it, and PetroFina and Phillips invested in one such factory, Polyolefins. Set up in 1966 to make high density polyethylene, Polyolefins would increase its output by a factor of five in its first 15 years.

PetroFina became a major force in U.S. petrochemicals with its 1963 acquisition of Cosden Petroleum Corporation, a leading polystyrene manufacturer with valuable patents and a wealth of expertise. Between 1963 and 1979, Cosden’s petrochemical sales were to grow from US$18 million to US$500 million, necessitating ambitious construction projects, notably Cosmar, a styrene plant in Louisiana feeding Cosden’s original polystyrene plant at Big Spring and an additional plant at Calumet City.

The year 1963 also saw PetroFina’s entry into the paint market with Oleochim’s purchase of Astrolac. This move fitted neatly into the portfolio: paints and varnishes were needed for PetroFina’s ships and plant, and PetroFina’s refineries could supply many of their ingredients.

North Sea Oil and Gas Began Flowing in the Late 1960s

Around the same time, PetroFina was joining forces with Phillips Petroleum for explorations in the North Sea, the extent of whose resources were then only suspected. Together with Agip of Italy, the partners acquired the rights to a 5,000-square-kilometer area in the British sector. The giant Hewett gas field, discovered in 1967, was shared with the owners of an adjacent block. Gas started to flow in 1969, by which time two other gas fields had been found. In 1965 the Phillips-PetroFina-Agip group acquired exploration licenses for the Norwegian sector. Phillips was the operator and PetroFina had a 30 percent participation. Success came with the discovery of Ekofisk. Other fields were found nearby, but Ekofisk was the richest oil field ever discovered in Western Europe.

During the 1960s and 1970s, the average capacity of a PetroFina refinery tripled. Of the refineries belonging to the companies it had bought, PetroFina closed some and upgraded others. Large, modern plants, such as the Lindsey oil refinery in England, co-owned with Total, were constructed. This rationalization, resulting in a reduction in the number of sites, threatened to increase transport costs. Therefore PetroFina began in the late 1960s to make reciprocal arrangements with other companies. Soon PetroFina, with only four European refineries of its own, was refining in 26 different European locations.

In 1970 Laurent Wolters, who had presided over PetroFina’s rise from its postwar ashes, became chairman. He was succeeded as president and chief executive by Jacques Meeus, the nephew of Laurent Meeus, one of the founders of PetroFina.

Bringing the Ekofisk field into production was the major project of the 1970s. Requiring innovative engineering, it cost 15 times as much as any of PetroFina’s previous exploration and production enterprises. It signaled a move towards processing and marketing the products of the group’s own wells rather than purchased crude.

In 1975, the year that Adolphe Demeure de Lespaul succeeded Meeus, Ekofisk’s oil began to flow along an undersea pipeline to a terminal on Britain’s Teesside. Two years later gas began to be piped to a purification plant at Emden in Germany for distribution to France, Holland, and Belgium. By 1979 11.3 million cubic meters of gas and 17 million tons of oil were coming from Ekofisk.

The shortages following the OPEC oil crisis of 1973 gave PetroFina’s North Sea explorations an additional impetus. The Maureen field was discovered in 1973, and in 1976 a series of exciting discoveries began in T-Block, including the Thelma, Toni, Tiffany, and Treena fields.

At home in Belgium, the 1970s were years of continuing expansion for PetroFina’s petrochemical interests. Drawing on American PetroFina’s plastics expertise, the company achieved total vertical integration right through to consumer goods manufacturing. From 1972, for example, styrene was brought by canal from the Petrochim factory at Antwerp, itself fed by the SIBP refinery, to the Belgochim plant at Feluy, where it was made into polystyrene granules. These in turn were sent to PetroFina’s Synfina site at Manage, to be made into household items such as toys.

In 1977 PetroFina and an Italian partner, Montedison S.p.A., established a new company, Montefina, into which Belgochim was integrated. Montefina built a plant at Feluy to make polypropylene, a versatile plastic with applications in the automotive industry. A research laboratory was set up on the same site at Feluy, one of the largest plastics plants in Europe.

In the United States too, PetroFina was expanding its petrochemical interests. By the end of the 1970s it had 14 percent of total U.S. capacity for both styrene and polystyrene, and co-owned Hercofina, one of the largest producers of terephthalates, a primary ingredient of polyester fibers. Raw materials for Hercofina came from the Port Arthur refinery which American PetroFina had acquired in 1973.

Consolidated Paint Interest in Sigma Coatings in 1972

In 1972 the group consolidated its paint production facilities into Sigma Coatings, which by the end of the 1970s would have 20 paint factories in Europe, North and South America, and the East. In the same year, PetroFina fused its fatty acids concerns, Oleochim and Palmafina, into Oleofina. At first co-owned, this leading manufacturer of glycerines and glycerides later became a fully owned PetroFina subsidiary.

In the 1970s, during the OPEC crisis, PetroFina, in common with other companies, could at times operate neither its fleet nor its refineries at full capacity. In 1977, faced with losses and also with debts incurred to finance exploration and production, PetroFina began preparing itself to weather the inclement market conditions. Refineries were upgraded with the latest equipment. Distribution subsidiaries improved buying and inventory policies to the extent that they showed a profit in the difficult year of 1979. The 1980 investment program was financed entirely from retained earnings.

Oil extraction in Ekofisk peaked in 1980. To recover less accessible reserves, the operators began to inject water into the ground, also mitigating the subsidence of the seabed (subsidence is the sinking of the seabed from the pumping of oil and gas beneath it); as a result, the platforms later needed jacking up by six meters. Meanwhile, the Maureen field off the coast of Scotland came onstream in 1983. The purchase of Charterhouse Petroleum in 1986 gave the group extensive new reserves and exploration licenses in the U.K. sector of the North Sea. In 1990 PetroFina bought important North Sea exploration and production interests from Elf Aquitaine and Lasmo.

Across the Atlantic, PetroFina Canada was sold to the Canadian national oil company, Petro-Canada, at the beginning of the 1980s, but PetroFina held a quarter-share in the explorations of Texas Oil & Gas for four years from 1982. In 1988 Ten-neco’s onshore production capabilities in Texas, Louisiana, and New Mexico were purchased, doubling PetroFina’s U.S. reserves overnight.

Upgraded Refineries in the 1980s

PetroFina sought to compensate for the gradual decline in Ekofisk production not only by exploring elsewhere, but also by improving processing techniques, both in its refineries and in its petrochemical plants. At the Antwerp refinery, where PetroFina bought out BP’s share in 1988, investment enabled more and more products to be squeezed out of each ton of crude, and improved the proportion of petrol and other high-value products to those of heavy fuel oil. Similar investment went on at other refineries, some of which were also equipped to switch production between petrol and propylene according to demand. U.K. and Belgian refineries were modified to produce lead-free or lead-reduced petrol. The Economist, March 14, 1987, credited PetroFina with “some of the oil industry’s most efficient refineries.”

In petrochemicals, too, the emphasis everywhere was on larger, more efficient plants. In 1983 PetroFina bought out its partner in the synthetic rubber factory, and in 1985 it did the same at the ethylene and polyethylene plants at Antwerp, becoming one of Europe’s largest producers of high density polyethylene. Buying a polypropylene plant near Houston, Texas, in 1984, the group acquired nine percent of the total U.S. capacity for manufacturing this chemical.

The mid-1980s were record years for chemical sales, but towards the end of the decade PetroFina was hit by falling prices. At the same time there was surplus production in the oil market and a squeeze on refining margins. In the first half of 1990 profits fell 12 percent, but these problems were eventually offset by an upsurge in the productivity of PetroFina’s newer North Sea oil and gas interests.

1990s and Beyond

Adolphe Demeure, who had died in 1985, had been succeeded by Jean-Pierre Amory as chairman and chief executive. Amory was in turn succeeded as chairman by Albeit Frère in 1990. For the first time since the 1930s, a financier was in charge; Frére was the chairman of the holding company Groupe Bruxelles Lambert (GBL), PetroFina’s largest shareholder (with about a 31 percent stake). Alongside Frère, François Cornélis became CEO. In 1991 Cornélis became vice-chairman as well, a title he shared with Etienne Davignon; the latter was the chairman of Société Générale de Belgique S.A. (SGB), the second largest holder of PetroFina stock (with approximately 11 percent). In 1989 GBL and SGB (along with lesser PetroFina shareholders Groupe Fortis AG and Sofina S.A.) entered into an agreement—binding until 2004—whereby the companies would “act in concert” on such matters as the strategic plans of PetroFina, acquisitions and divestments, and any third-party takeover attempts. GBL and SGB also had the right of first refusal whenever the other party intended to sell PetroFina shares. The two companies controlled half the seats on the PetroFina board of directors—PetroFina’s future was clearly in Frère and Davignon’s hands.

In the early 1990s greater-than-normal subsidence at the Ekofisk field alarmed the Norwegian government, which threatened to shut down a major offshore facility jointly owned by PetroFina. Under a redevelopment plan, a new platform for treating and transporting oil and gas was installed in 1997. PetroFina continued to seek additional production sites in the 1990s, beginning production in both Italy and Vietnam during the decade. The company’s facilities in Angola were devastated in 1993 and 1994 as a result of the civil war there. In mid-1998 PetroFina announced it would downsize its presence in southern Africa to just Angola and the Democratic Republic of Congo; it divested its downstream operations in Gabon, Burundi, and Rwanda. In 1997 PetroFina took a 28 percent stake in an exploration project in British Columbia, Canada, as well as a five percent interest in an offshore Caspian Sea field in Azerbaijan. In Alaska, the Badami field (on the North Slope, east of Prudhoe Bay) began production in August 1998, through a venture 70 percent-owned by British Petroleum and 30 percent-owned by PetroFina. The company’s oil and gas production reached 88.7 million barrels of oil equivalent in 1997, with oil production comprising 53.9 million barrels, a 7.6 percent increase over the previous year. Overall reserves remained steady, thanks to declining reserves of natural gas; oil reserves increased to 607 million barrels by 1997.

In the chemical sector, PetroFina in 1995 gained full control of the Montefina polypropylene venture, which it renamed Fina Chemicals Feluy S.A. In September 1997 the company announced a partnership with BASF Aktiengesellschaft to construct the world’s largest liquids steam cracker near the Port Arthur refinery in Texas to produce ethylene and propylene. The two companies formed a limited partnership, 60 percent-owned by BASF and 40 percent-owned by PetroFina, to build the US$900 million facility. In October 1998 PetroFina announced that it had entered into two cooperative agreements with the Solvay Group of Belgium in the area of high-density polyethylene (HDPE). PetroFina aimed to double its overall petrochemical production by the year 2008, planning to spend US$800 million to do so. Meanwhile, in paints, PetroFina merged Sigma Coatings with the paint operations of the Lafarge group. As a result the new Sigma Coatings—of which PetroFina owned about 80 percent, and Lafarge around 20 percent—was one of the three largest makers of decorative paints in Europe.

Fina, Inc.—the new name of American Fina as of 1991 —acquired a 34 percent interest in Southwest Convenience Stores, LLC (SCS) in 1996. SCS ran more than 160 Fina service stations, all of which operated alongside 7-Eleven convenience stores, in the southwestern United States. In early 1997 PetroFina announced plans to acquire the 15 percent of Fina that it did not already own. In a related maneuver PetroFina stock began trading on the New York Stock Exchange (NYSE) in September 1997; the company thereby became the first Belgian company on the NYSE. In August 1998 PetroFina completed its purchase of the Fina stake, spending about US$265 million in the process. Fina, Inc. became a wholly owned subsidiary of PetroFina and its stock ceased trading on the American Stock Exchange. By gaining full control of Fina and adding a listing on the NYSE, PetroFina simplified its organizational structure, raised its profile in the United States, and gained greater access to the markets of the world’s leading economy. The NYSE listing also necessitated that the company, traditionally low in profile and somewhat secretive, conform to the more stringent financial reporting requirements of U.S. securities laws.

PetroFina’s future direction was unclear as it headed into the late 1990s, a period marked by falling petroleum prices leading to intense global consolidation in the oil industry. In August 1998, a few days after British Petroleum PLC and Amoco Corporation agreed to a blockbuster merger, Frère told French and Belgian newspapers that PetroFina needed a partner to survive. Then in early December 1998—nearly simultaneous with the announcement of another huge merger, that of Mobil Corporation and Exxon Corporation—PetroFina announced that Total S.A. had agreed to acquire the company through a US$12.9 billion stock deal, creating in the process Total Fina, an oil company ranking number three in Europe and number six worldwide. The deal came after reports that either Elf Aquitaine or Italy’s ENI S.p.A. would take over PetroFina. Instead, Frére struck a deal with Elf’s rival which gave him a 12 percent stake in Total.

Principal Subsidiaries

EtmoFina S.A.; Fina Europe S.A.; Fina Insurance; Fina Exploration Norway S.A.; Fina Exploration Norway SCA; Fina Marine S.A.; Fina Raffinaderij Antwerpen N.V.; Fina Research S.A.; Fina Oleochemicals N.V.; Fina Chemicals Antwerpen N.V.; Fina Chemicals Feluy S.A.; PetroFina International Group S.A.; Sigma Coatings S.A.; Fina Antwerp Olefins N.V. (65%); Fina Petroleos de Angola S.A.R.L. (62.9%); Fina GmbH (Austria); Brittany Holdings Ltd. (Bermuda); Fina do Brasil Petróleo Ltda. (Brazil); Fina Rep S.P.R.L. (Republic of Congo); Fina Congo S.A.R.L. (Republic of Congo; 60%); SEP Congo S.A.R.L. (Republic of Congo; 36.6%); Fina France S.A.; Sigma Coatings S.A. (France); Fina Deutschland GmbH (Germany); Fina Holding Deutschland GmbH (Germany); Fina Italiana S.p.A. (Italy); Raffineria di Roma S.p.A. (Italy; 57.5%); PetroFina Japan Office; Fina Exploration Libya B.V.; Fina Road Services (Luxembourg); Fina International N.V. (Netherlands); Fina Nederland B.V. (Netherlands); Mafina B.V. (Netherlands); Sigma Coatings B.V. (Netherlands); Norpipe Oil AS (Norway; 28.44%); Norsea Gas A/S (Norway; 12.9%); Fina Portuguesa -Oleos e Carburantes, S.A. (Portugal); Fina Far East Pte Ltd (Singapore); Fina Ibérica S.A. (Spain); Fina Aviation-Chemicals S.A. (Switzerland); Fina pie (U.K.); Fina Exploration Ltd. (U.K.); Lindsey Oil Refinery Ltd. (U.K.; 50%); Norsea Pipeline Ltd. (U.K.; 23.75%); American PetroFina Holding Co. (U.S.A.); Fina, Inc. (U.S.A.); PetroFina Delaware, Inc. (U.S.A.); Cos-Mar, Inc. (U.S.A.; 50%); Fina Exploration Minh Hai B.V. (Vietnam).