-----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, KsT3GjsgdNqz1XF33v5JlvJsevw/JbMsm6TE2tyHG2OQkab+ik24Ef4kbb6UiWq6 oJ1f5wK9dfGOxP+OmGKdcA== 0000950123-99-005169.txt : 19990624 0000950123-99-005169.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950123-99-005169 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990526 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-56115 FILM NUMBER: 99634729 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 14D1/A 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 14D1/A 1 AMENDMENT #1 TO SCHEDULE 14D1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 SCHEDULE 14D-1 (RULE 14D-100) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PETROFINA (Name of Subject Company) TOTAL (Bidder) SHARES WITH NO NOMINAL VALUE AMERICAN DEPOSITARY SHARES WARRANTS (Title of Class of Securities) 716485206 (CUSIP Number of Class of Securities) ALAIN-MARC IRISSOU GENERAL COUNSEL TOTAL 24, COURS MICHELET LA DEFENSE 10 92800 PUTEAUX, FRANCE (011-33-1) 41-34-40-00 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Page 1 of 4 2 Total, a societe anonyme organized under the laws of the Republic of France ("Total") hereby amends and supplements its Tender Offer Statement on Schedule 14D-1 (as amended from time to time, the "Schedule 14D-1"), filed with the Securities and Exchange Commission (the "Commission") on May 6, 1999, with respect to Total's offer to exchange all of the shares, American depositary shares and warrants of PetroFina for shares, American depositary shares and warrants of Total, upon the terms and subject to the conditions set forth in the Prospectus dated May 6, 1999 and filed as exhibit (a)(1) to the Schedule 14D-1. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Schedule 14D-1 or in the Prospectus referred to therein. ITEM 2. IDENTITY AND BACKGROUND. (d) The information contained herein amends and supplements the information contained in Item 2(d) of this Schedule 14D-1. John J. Goossens................... Chairman and Chief Executive Officer of Belgacom (g) The information contained in Item 2(g) of this Schedule 14D-1 is deleted in its entirety and replaced with the following text. Each individual noted above under Item 2(d) is a citizen of France except for Lord Alexander of Weedon, who is a citizen of the United Kingdom, Baron Frere, Thierry de Rudder and John J. Goossens, who are citizens of Belgium and Honorable Paul Desmarais, who is a citizen of Canada. Page 2 of 4 3 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. The information contained herein amends and supplements the information contained in Item 11 of this Schedule 14D-1. (a)(8) Form 6-K filed by Total on May 24, 1999, which describes and includes three press releases issued recently by Total. (a)(9) Form 6-K filed by Total on May 24, 1999, which includes an information memorandum describing the stock redemption authorization approved by Total's shareholders replacing the previous such authorization. Page 3 of 4 4 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. /s/ Charles de Bollardiere --------------------------------------- (Signature) Charles de Bollardiere Treasurer May 26, 1999 Page 4 of 4 EX-99.A.8 2 FORM 6-K 1 Exhibit a(8) SECURITIES AND EXCHANGE COMMISSION Washington. D.C. 20549 FORM 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 for the month of TOTAL (Translation of registrant's name into English) Tour Total 24, cours Michelet La Defense 10 92800 Puteaux France (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F |X| Form 40-F |_| Indicate by check mark whether the registrant by furnishing the information contained in this Form is also furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities and Exchange Act of 1934. Yes |_| No |X| If "yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____________ 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TOTAL By: /s/ Charles PARIS DE BOLLARDIERE ---------------------------------- Date: May, 21 1999 Name: Charles PARIS DE BOLLARDIERE Title: Treasurer 3 TOTAL FORM 6-K DISCLOSURE First Quater Sales On May 18, 1999, Total announced that the following sales for the first quarter of 1999 (as compared to the first quarter 1988):
3 Mos 1999 3 Mos 1998 % ------------------------------------------------ (millions) (millions) ------------------------------------------------ FRF EUR FRF EUR Upstream(1) 7,734 1,179.0 8,704 1,326.9 -11.1% Downstream 25,311 3,858.6 30,723 4,683.7 -17.6% Chemicals 8,099 1,234.7 7,732 1,178.7 +4.7% Holding 488 74.4 522 79.6 n.m. Consolidation elimination of (3,614) (551.0) (4,631) (706.0) n.m. internal sales(2) CONSOLIDATED SALES (3) 38,018 5,795.8 43,050 6,562.9 -11.7%
(1) Upstream sales include external sales primarily of natural gas and LPG, and internal sales to the Downstream segment of crude oil produced by the company and generally sold through the Trading Division. (2) The consolidation eliminations represent primarily the sales of crude oil by the Upstream segment to the Downstream segment. (3) TOTAL consolidated sales before taking into account the transaction with PetroFina to form the TotalFina Group. The 11.7% decrease in the Group's consolidated sales resulted primarily from a drop in Brent crude oil prices ($11.33/barrel versus $14.03/barrel for the first quarter of 1998, a decline of 19.2 percent) and a decrease in the dollar exchange rate (5.84 FF versus 6.09 FF), partially offset by volume growth. Production increased 6 percent as compared to the first quarter of 1998. The increase in chemical sales was primarily due to growth, both internal and external, in the different specialty sectors. Excluding the negative impact of foreign exchange, the increase in chemicals sales would have been 7%. 4 A copy of Total's press release announcing such results is Exhibit 1 hereto. Dividends On May 11, 1999, Total shareholders at their annual general meeting approved the annual dividend for 1998 of EUR 2, which will be paid before July 30, 1999. Persons who receive Total shares or American depositary shares pursuant to Total's exchange offer being made by Total's Exchange Offer Prospectus dated May 6, 1999, will be entitled to receive that dividend. Also, persons who, prior to the dividend record date to be fixed by the ADS depositary, exercise Total warrants received in that exchange offer will also be entitled to receive that dividend. No adjustment will be made to the exercise price [of], or number of ADS subject to, such Total warrants by reason of that dividend. Other Matters Others resolutions approved by Total's shareholders at the Annual General Meeting, including the election of directors, the change of Total's name to "Total Fina S.A.", the conversion of the share capital currency from French Francs to Euros, are described in the press releases attached as Exhibits 2 and 3. 5 Exhibit 1 6 TOTAL PRESS RELEASE TOTAL Paris, May 18th, 1999 TOTAL REPORTS 1999 FIRST QUARTER CONSOLIDATED SALES OF 38 BILLION FRENCH FRANCS TOTAL reported consolidated sales(1) for the 1999 first quarter of 38 billion French francs (FrF) compared to 43.1 billion FrF reported for the 1998 first quarter, a decrease of 11.7 percent.
- -------------------------------------------------------------------------------- Millions of French francs 3 Mos 1999 3 Mos 1998 % UPSTREAM (*) 7,734 8,704 -11.1% DOWNSTREAM 25,311 30,723 -17.6% CHEMICALS 8,099 7,732 +4.7% Holding 488 522 n.m. Consolidation elimination (3,614) (4,631) n.m. of internal sales(*) CONSOLIDATED SALES 38,018 43,050 -11.7% - --------------------------------------------------------------------------------
- ---------- (1) TOTAL consolidated sales before taking into account the combination with PetroFina. [TOTAL LOGO] CORPORATE COMMUNICATIONS DIVISION TOUR TOTAL 24, COURS MICHELET, 92089 PARIS LA DEFENSE CEDEX. TEL. (33) 1 41 35 34 71 / 34 75. FAX (33) 1 41 35 54 62 SOCIETE ANONYME CAPITAL STOCK A4402574550 RF 542 051 180 RCS NANTERRE. url: http://www.total.com 7
- -------------------------------------------------------------------------------- Millions of Euros 3 Mos 1999 3 Mos 1998 % UPSTREAM(*) 1,179.0 1,326.9 -11.1% DOWNSTREAM 3,858.6 4,583.7 -176% CHEMICALS 1,234.7 1,178.7 +4.7% Holding 74.4 79.8 n.m. Consolidation elimination (551.0) (706.0) n.m. of internal sales(*) CONSOLIDATED SALES 5,795.8 6,562.9 -11.7% - --------------------------------------------------------------------------------
(*) Upstream sales include external sales primarily of natural gas and LPG, and internal sales to the Downstream segment of crude oil produced by the company and generally sold through the Trading Division The consolidation eliminations represent primarily the sales of crude oil by the Upstream segment to the Downstream segment The 11.7% decrease in the Group's consolidated sales resulted primarily from a drop in Brent crude oil prices ($11.33/barrel versus $14.03/barrel for the first quarter of 1998, a decline of 19.2 percent) and a decrease in the dollar exchange rate (5.84 FF versus 6.09 FF), partially offset by volume growth. Upstream sales declined by 11.1 percent. This decrease was due to the decline in hydrocarbon prices and the lower dollar exchange rate, partially offset by production growth which amounted to a 6 percent increase in production as compared to the first quarter of 1998. Downstream sales declined by 17.6 percent due to the decrease in the price of oil and refined products as well as the dollar exchange rate. Chemicals sales rose by 4.7 percent to 8.1 billion FrF. The increase was primarily due to growth, both internal and external, in the different specialty sectors. Excluding the negative impact of foreign exchange, the increase in Chemicals sales would have been 7%. 8 Exhibit 2 9 TOTAL PRESS RELEASE TOTAL May 11th, 1999 TOTAL Shareholders' Meeting of May 11th, 1999 At the Combined General Meeting, held on May 11 under the chairmanship of Thierry Desmarest, TOTAL shareholders approved all the proposed resolutions. They approved the 1998 financial statements as well as the payment of a dividend for 1998 of 2.00 euros (FF 13.12) per share before the associated tax credit, representing a slight increase (+1%) from the previous year. The ex-dividend date and the effective payment date for the shares will be before July 30, 1999, depending on the closing date of the Public Exchange Offer for PetroFina shares. The approved resolutions included: o The re-election of the following Directors for new three-year terms: - Jean Syrota, Chairman and Chief Executive Officer of Cogema, - Michel Francois-Poncet, Chairman of the Paribas Supervisory Board, - Lord Alexander of Weedon Q.C., Chairman of NatWest Group, - Bertrand Jacquillat, University Professor, Co-founder and Chairman and Chief Executive Officer of Associes en Finance. o The election for a three-year term as Director of John J. Goossens, Chairman and Chief Executive Officer of Belgacom. o An authorization to convert the Company's issued capital into euros by raising the par value of each share of common stock from FF 50.00 to 10.00 euros. o A change in the Company's name from TOTAL to TOTAL FINA, when the Public Exchange Offer for PetroFina shares is completed. [TOTAL LOGO] CORPORATE COMMUNICATIONS DIVISION TOUR TOTAL 24, COURS MICHELET, 92089 PARIS LA DEFENSE CEDEX. TEL. (33) 1 41 35 34 71 / 34 75. FAX (33) 1 41 35 54 52 RAISON SOCIALE: SOCIETE ANONYME CAPITAL STOCK F 12 088 910 250. RCS NANTERRE 8 542 051 180. url: http://www.total.com 10 Exhibit 3 11 TOTAL PRESS RELEASE TOTAL May 11th 1999 Shareholders' Meeting of May 11th, 1999 Highlights of Chairman and CEO Thierry Desmarest's Address At the Annual Meeting of TOTAL shareholders on May 11, Thierry Desmarest said: "Net income (Group share) in 1998 before non-recurring items declined by 9.1%, to FF 6,916 million (euros 1,054 million). Including non-recurring items, net income (Group share) amounted to FF 5,814 million (euros 886 million). Growth and productivity gains during the year added FF 1.7 billion (euros 0.26 billion) to the operating income and offset a significant part of the impact of a weaker environment." "The merger with PetroFina is proceeding satisfactorily, with the dedicated support of the teams involved. The combined Group will be able to develop extensive synergies in addition to the projected gains from the new 1999-2001 growth and productivity program. Based on a conservative environment scenario, these initiatives are expected to increase operating income by FF 8 billion per year (euros 1.2 billion) by end-2001. Of this amount, FF 3 billion (euros 0.4 billion) will be generated by growth and FF 5 billion (euros 0.8 billion) will come from productivity gains and synergies." "In 1999, TOTAL FINA plans to maintain a high level of capital expenditures, slightly in excess of FF 26 billion (euros 4 billion). Some 60% of investments will be dedicated to growing the Upstream business, with major projects involving low technical costs. By 2005, the Upstream segment is expected to represent half of the Group's capital invested, while Downstream will decline to 30% and Chemicals to 20%." "Regarding performance of the new TOTAL FINA Group since the beginning of the year, we were affected by a difficult environment in the first quarter, with a $11/b Brent price and much lower refinery margins in Europe. Performance in the second quarter is more favorable following a sharp upturn in the Brent price to around $16 a barrel. Sustained growth in oil and gas production will enable TOTAL FINA to benefit fully from the recovery in crude oil prices and from the stronger dollar." [LOGO] CORPORATE COMMUNCIATIONS DIVISION TOUR TOTAL 24 COURS MICHELET, 92089 PARIS LA DEFENSE CEDEX TEL. (33) 1 41 35 34 71/34 75 FAX (33) 1 41 35 84 82 RAISON SOCIALE, SOCIETE ANONYME CAPITAL STOCK F. 12 088 910 250. RCS NANTERRE 8 542 051 180 url : http//www.total.com EX-99.A.9 3 FORM 6-K 1 Exhibit a(9) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 for the month of TOTAL (Translation of registrant's name into English) Tour Total 24, cours Michelet La Defense 10 92800 Puteaux France (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F |X| or Form 40-F |_| Indicate by check mark whether the registrant by furnishing the information contained in this Form is also furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities and Exchange Act of 1934. Yes |_| No |X| If yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____ 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TOTAL By: /s/ Charles Paris De Bollardiere ---------------------------------- Date: May 21, 1999 Name: Charles PARIS De BOLLARDIERE Title: Treasurer 3 FINANCIAL DIVISION 21 April 1999 DF/FT/Fund and Stock Market Dept. PG/vb- No. 346/A - -------------------------------------------------------------------------------- Information memorandum issued for the implementation of a stock redemption programme which will be submitted to the approval of the Combined Ordinary and Extraordinary Shareholders' meeting of 11 May 1999. - -------------------------------------------------------------------------------- INTRODUCTION Pursuant to COB Regulation No. 98-02 of 6 September 1998, the purpose of this information memorandum is to describe the objectives, terms and conditions of the stock redemption programme contemplated by TOTAL and its estimated impact on the position of shareholders. 1. OBJECTIVES OF THE STOCK REDEMPTION PROGRAMME AND USE OF THE REDEEMED SHARES The resolution submitted to TOTAL's Extraordinary Shareholders' Meeting will authorise a stock redemption programme covering no more than 10% of the Company's capital. Shares already held by the Company shall be taken into account in order to calculate the said threshold. The priority objectives of this stock redemption programme shall be as follows: o regularisation of the share price through intervention on the market for the shares o implementation of programmes for the granting of stock options; it is however specified that TOTAL already holds 970,000 shares under such plans o redemption of a number of shares corresponding to the shares issued or to be issued in connection with the exercise of TOTAL warrants o redemption of a number of shares corresponding to shares issued or to be issued as part of share capital increases reserved for employees o management of the Company's cash or reserves if it appears that such redemption is an adequate solution. Shares may also be redeemed for the following reasons: o implementation of a stock purchase programme by employees or any allotment of shares as part of employee participation in the results of corporate growth o redemption of shares which are to be exchanged as part of external growth transactions o redemption of shares in connection with the issuance of rights attached to investment securities giving right upon reimbursement, conversion, exchange or tendering of a coupon or in any other manner to the allotment of Company shares. 4 The stock redemption programme will also enable TOTAL to purchase and sell its own shares on the stock market or through over-the-counter transactions or for any other purpose that is or may be authorised by law or regulations in force and effect. In such case, the Company shall inform its shareholders by way of a press release. In view of these objectives, the Treasury shares so redeemed may in priority be: o either transferred, through any means and in particular through sale on the stock exchange or over the counter through a block sale, exchange of shares as a payment for an acquisition or in connection with public offers of purchase, exchange or sale o or delivered to holders of stock options o or forfeited within the limit of 10% of the share capital in order to optimise earnings per share, subject also to approval by TOTAL's Extraordinary Shareholders' Meeting. Shares purchased may possibly be: o either sold to employees directly or through the employee savings fund o or retained o or delivered following the exercise of rights attached to investment securities giving a right to the allotment of Company shares by way of repayment, conversion, exchange, tendering of a coupon or in any other manner. Shares redeemed and retained by TOTAL shall be deprived of any voting right and shall not give a right to the payment of a dividend. 2. LEGAL FRAMEWORK The implementation of this programme, in pursuance of the provisions of Act No. 98-546 of 2 July 1998 containing various economic and financial provisions, will be proposed to the next Combined Ordinary and Extraordinary Shareholders' Meeting of TOTAL, held on 11 May 1999, in the form of the following resolutions: o Authority granted to the Board of Directors to purchase shares of the Company in line with the objectives of the stock redemption programme. This authority is requested for a maximum term of eighteen months. Maximum purchase price: EUR 150. Minimum purchase price: EUR 60. This resolution would cancel and supersede the previous authority regarding share price regularisation, which had been granted by the fourth resolution of the Combined Ordinary and Extraordinary Shareholders' Meeting of TOTAL, hold on 13 May 1998. o Authority granted to the Board of Directors to forfeit shares acquired under the stock redemption plan, within the limit of 10% of the capital for each period of 24 months. This authority is requested for a term of eighteen months. 5 3. TERMS AND CONDITIONS 3-1. Maximum percentage of the share capital to be acquired and maximum amount to be used for this transaction The maximum percentage of its share capital that TOTAL intends to purchase is 10% of the Company's current capital. This limit shall not be calculated on the basis of the share capital at a given time but shall be adjusted on an ongoing basis in order to reflect changes in TOTAL's capital. The number of shares comprising TOTAL's capital as of 31 March 1999 is 288,051,493 shares (for the record only: the number of voting rights is 305,916,449). As an indication only and on the basis of the maximum number of shares comprising the capital after the public offer of exchange for PetroFina, i.e. 352,657,260 shares, and taking into account the 4,697,792 shares already held by TOTAL as of 31 March 1999, the maximum number of shares to be purchased in order to fully implement the programme would be 30,567,934 shares, or a maximum theoretical investment equal to EUR 4,585 million on the basis of the maximum purchase price of EUR 150. TOTAL undertakes to comply on an ongoing basis with the legal limit regarding the direct or indirect holding of Treasury shares. 3-2. Terms and conditions of the redemption The shares may be redeemed by all means on the market or over the counter. These means include the use of any financial derivative instrument, whether traded on a regulated market or over the counter, and the creation of option strategies. These transactions may be carried out at any time, in compliance with laws and regulations in force and effect. No quota is allotted a priori as regards the part of the programme to be implemented through block sales, within the limit of the authority to be granted by shareholders. 3.3. Term and timetable of the redemption programme In accordance with the fifth resolution which will be submitted to the Combined Extraordinary and Ordinary Shareholders' Meeting of 11 May 1999, the stock redemption programme may be implemented over an eighteen-month period from the date of the said Meeting, such period expiring on 11 November 2000. 3-4. Terms and conditions governing the funding of the stock redemption programme TOTAL Group intends to fund the stock redemption programme with its own resources without excluding a possible reliance on debt. 4. INFORMATION FOR ASSESSING THE IMPACT OF THE PROGRAMME ON THE FINANCIAL POSITION OF THE TOTAL GROUP The calculation of the programme's impact on TOTAL Group's financial statements has been made, as an indication only, on the basis of the pro forma financial statements as of 31 December 1998, assuming that PetroFina was wholly owned by TOTAL on the same date, and assuming that all shares redeemed would be actually forfeited, except for 970,000 shares allotted to the stock option programme. 6 A simulation is shown below on the basis of the following assumptions: > Average unit purchase price of EUR 100 per share, this price being close to the weighted average of the share price over a two-month period (26 January 99, 25 March 99) or EUR 98.65. > Financial expenses at the short-term rate of 3.5%; the taxation rate used corresponds to TOTAL's position as of 31 December 1998, TOTAL having opted for the consolidated global net income system. > Redemption of 30,567,934 shares which, in addition to the 4,697,792 shares already held by TOTAL, represent 10% of the capital and forfeiting of the said shares, less the 970,000 shares allocated to the stock option plan, or a total of 34,295,726 shares.
- --------------------------------------------------------------------------------------------------------- In EUR million (except where otherwise indicated) 1998 pro forma 1998 pro forma after redemption of Base: Fiscal 1998 Total-PetroFina 30,567,934 shares and forfeiting of 34,295,726 shares - --------------------------------------------------------------------------------------------------------- Total amount of the redemption 3,057 - --------------------------------------------------------------------------------------------------------- Number of shares comprising the capital 352,657,260 318,361,534 - --------------------------------------------------------------------------------------------------------- Shareholders' equity after payment of dividends 13,575 10,108 - --------------------------------------------------------------------------------------------------------- Net consolidated debt 5,697 18,860 - --------------------------------------------------------------------------------------------------------- Net debt/shareholders' equity ratio 42% 88% - --------------------------------------------------------------------------------------------------------- Net income* 1,560 1,462 - --------------------------------------------------------------------------------------------------------- Net earnings per share (in EUR/share) 4.42 4.59 - --------------------------------------------------------------------------------------------------------- Impact on net earnings per share 3.8% - ---------------------------------------------------------------------------------------------------------
* Not including non-recurrent items of the 1998 net income. 5. TAX TREATMENT OF THE REDEMPTION On the basis of current legislation, the tax treatment is as follows: 5-1. For the seller The repurchase of its own shares by the Company in order to forfeit the said shares shall have no impact on taxable income: in particular no capital gains will be recognised for tax purposes in case of revaluation of the shares between the date of their redemption and the date upon which they are forfeited. Also, this redemption will not result in the obligation to pay the precompte (special withholding tax on dividends). In the event that the redeemed shares are eventually sold or transferred at a price different from their repurchase price, the taxable income will be impacted by the amount of the capital gain or loss so made. 5-2. For shareholders selling shares and whose tax domicile is located in France Pursuant to Article 112-6(degree) of the General Tax Code (CGI), amounts received by shareholders upon the sale of their securities to the issuer as part of a stock redemption programme are subject to the capital gains tax. Individual shareholders whose tax domicile is located in France Pursuant to Article 92B of the CGI, capital gains arising in connection with the sale of securities are taxable in full where the annual amount of the sales exceeds the threshold determined by the Finance Bill (FRF 50,000 for fiscal 1999). Capital losses may be applied against capital gains of the same nature sustained during the year of the sale or the five following years, provided that the aforementioned threshold is exceeded during the year during which the said capital losses have been sustained. The said gain is taxed at the current total rate of 26%, including 16% due under corporate income tax, 7.5% due under the generalised social security contribution, 2% under the social levy and 0.5% under the contribution to the repayment of the social debt. 7 Shareholders who are legal persons subject to income tax and which are domiciled in France for tax purposes Capital gains and losses made in connection with the sale are taxable at the ordinary rate, i.e. currently 33 1/3% plus the additional 10% contribution and, where applicable, the temporary contribution (at the rate of 10% for fiscal 1999). However, pursuant to Article 219-1.a ter of the CGI, where securities sold qualify as controlling interests in the meaning of accounting and tax regulations, and where such securities have been held for more than 2 years, capital gains and losses made in connection with the sale may be subject to the provisions applicable to long-term capital gains and losses, provided that the relevant amounts are posted to the special reserve for long-term capital gains. In such case, the applicable tax rate is 19% plus the additional 10% contribution and, where applicable, the temporary contribution (at the rate of 10% for fiscal 1999). Investors' attention is drawn to the fact that this information is only a summary of applicable tax rules and that their specific situation must be reviewed with their usual tax advisor. 5-3. For shareholders selling shares and who are not domiciled in France for tax purposes Non-resident shareholders are not subject to French tax. 6. STRUCTURE OF TOTAL'S SHARE CAPITAL The table below provides information regarding shareholders known to the Company as of 31 March 1999.
- ----------------------------------------------------------------------------------------------- 31 MARCH 1999 Percentage of the Percentage of the voting rights capital - ----------------------------------------------------------------------------------------------- 1. MAIN SHAREHOLDERS REPRESENTED WITH THE BOARD OF DIRECTORS - - AGF 0.8 1.0 - - Paribas 0.4 0.8 - - COGEMA 4.7 8.8 - - Societe Generale 1.0 1.8 - - Electrafina 8.3 7.8 - - Investor 2.4 2.2 - - Tractebel 2.0 1.9 - - Electrabel 1.9 1.8 - - AG 1824 0.4 0.4 2. GROUP EMPLOYEES 2.4 4.0 3. OTHER REGISTERED SHAREHOLDERS 0.9 0.9 (not including Total and Total Nucleaire) - ----------------------------------------------------------------------------------------------- SUB-TOTAL STABLE SHAREHOLDERS 25.2 31.4 - ----------------------------------------------------------------------------------------------- 4. SHARES HELD WITHIN THE GROUP - - Total 1.6 0 - - Total Nucleaire 0.3 0 - ----------------------------------------------------------------------------------------------- TOTAL NUMBER OF SHARES HELD 1.9 0 WITHIN THE GROUP - ----------------------------------------------------------------------------------------------- OTHER BEARER SHARES 72.9 68.6 - ----------------------------------------------------------------------------------------------- (INCLUDING BEARERS OF ADSs*) 8.8 8.3 - -----------------------------------------------------------------------------------------------
* American Depositary Shares listed on the New York Stock Exchange. 8 7. PERSON RESPONSIBLE FOR THIS INFORMATION MEMORANDUM To the best of my knowledge, the data contained in this information memorandum accurately reflect the facts. They contain all information necessary so that investors and shareholders may make a judgement on TOTAL's programme for the redemption of its own shares. No information that might alter the tenor of this document has been omitted. Thierry DESMAREST Chairman and Chief Executive Officer A reference document was registered with the French Commission des Operations de Bourse on March 18, 1999 under Number R 99-046. -----END PRIVACY-ENHANCED MESSAGE-----