TotalEnergies SE — Major Shareholding Notification 2000

Oct 10, 2000

1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 6)* PETROFINA (NAME OF ISSUER) ORDINARY VOTING SHARES (TITLES AND CLASSES OF SECURITIES) 716485206 (CUSIP NUMBER) CHARLES PARIS DE BOLLARDIERE TOTAL FINA ELF S.A. TOUR COUPOLE 2, PLACE DE LA COUPOLE LA DEFENSE 6 F-92400 COURBEVOIE, FRANCE PHONE: (011-33-1) 47 44 45 46 COPIES TO: JERE R. THOMSON JONES, DAY, REAVIS & POGUE 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 PHONE: (212) 326-3981 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) OCTOBER 10, 2000 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the Schedule including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. 2 SCHEDULE 13D

2 3 This Statement amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on April 9, 1999 by Total, a French societe anonyme, as amended from time to time. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and supplemented by adding thereto the following text: "On March 22, 2000, Total Fina changed its name to Total Fina Elf S.A. ("TotalFinaElf") and transferred of its headquarters to Tour Coupole, 2, place de la Coupole, La Defense 6, 92400 Courbevoie, 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 citizenship of the directors and executive officers of TotalFinaElf." ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented by adding thereto the following text: "TotalFinaElf has today commenced an exchange offer in Belgium and the United States to acquire the remaining 1.24% of PetroFina's share capital not owned by TotalFinaElf. The proposed exchange ratio is 9 TotalFinaElf shares and VVPR strips (with dividend rights from January 1, 2000) for 2 shares of PetroFina, and 9 American depositary shares of TotalFinaElf, each representing one-half of one share of TotalFinaElf, for each 10 American depositary shares of PetroFina, each representing one-tenth of one share of PetroFina. The offer will expire on November 7, 2000, at 10:00 a.m., New York City time, unless extended. The exchange offer is being made into the United States using the Belgian offer documents in reliance on Rule 802 of the Securities Act of 1933, as amended. The Belgian offer documents will be submitted to the Securities and Exchange Commission under Form CB on or about October 10, 2000. The Belgian offer documents describe the progressive integration of PetroFina activities within the TotalFinaElf group and the management reorganization that are being conducted since the beginning of 1999. The completion of this exchange offer and the substantial commingling of the assets and operations of the two entities completed since the acquisition of PetroFina in 1999 will result in the "combination" of TotalFinaElf and PetroFina under the PetroFina warrant agreement. Pursuant to the terms of the PetroFina warrant agreement, on completion of the combination of PetroFina and TotalFinaElf, the remaining PetroFina warrants will be automatically exchanged for newly issued TotalFinaElf warrants, at an exchange ratio of 100 PetroFina warrants for 81 TotalFinaElf warrants. These TotalFinaElf warrants will be listed on the New York Stock Exchange and will be of the same class, and have identical terms and conditions, as the currently outstanding TotalFinaElf warrants issued in connection with the 1999 exchange offer." ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and supplemented by deleting subitems (a) and (b) hereto and replacing them by the following text and by adding to subitems (c) thereto the following text: "(a) TotalFinaElf directly and beneficially owns 23,277,680 PetroFina shares, which represented 98.76% of the issued and outstanding PetroFina share capital as of August 30, 2000. (b) TotalFinaElf has the power to vote and dispose of such 23,277,680 PetroFina shares, subject to the restriction described in Item 6 below. (c) The exchange offer made in Belgium for PetroFina shares was reopened from June 30 to July 28, 2000 with respect to PetroFina shares received upon exercise of outstanding employees warrants. The offer made to such employees were made at the exchange ratio of 9 TotalFinaElf shares for 2 PetroFina shares. A total of 28,836 PetroFina shares were tendered during the reopening of this exchange offer." 3 4 SIGNATURE After reasonable 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. TOTAL FINA ELF S.A. By: /s/ CHARLES PARIS DE BOLLARDIERE -------------------------------------- Name: Charles Paris de Bollardiere Title: Treasurer Dated: October 10, 2000 4 5 SCHEDULE I Schedule I is hereby amended and supplemented by deleting Schedule I in its entirety and replacing it with the following text: DIRECTORS AND EXECUTIVE OFFICERS 1. Directors of TotalFinaElf. The following sets forth the name and present principal occupation of each of the director of TotalFinaElf. The business address of all such person is Tour Coupole, 2, place de la Coupole, La Defense 6, 92400 Courbevoie, France. Each of such directors 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, Honorable Paul Desmarais, who is a citizen of Canada, Robert Studer who is a citizen of Switzerland, and Jurgen Sarrazin, who is a citizen of Germany.

1. Executives Officers of TotalFinaElf. The following sets forth the name and present principal occupation of each of the executive officers of TotalFinaElf. The business address of all such person is Tour Coupole, 2, place de la Coupole, La Defense 6, 92400 Courbevoie, France. Each of such executive officer is a citizen of France, except for Francois Cornelis and Axel de Broqueville, who are citizens of the Belgium, Ian Howat, who is a citizen of the United Kingdom, and Wayne Brenckle, who is a citizen of the United States of America. 5 6

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• --------------- * Vice Chairman of the Executive Committee 7