<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                   FORM 10-Q/A

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended  JUNE 30, 2000

                                       OR

{ }      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from __________________ to _________________________

                             COMMISSION FILE NUMBER
                                     0-25821

                           STATIA TERMINALS GROUP N.V.
             (Exact name of registrant as specified in its charter)

      NETHERLANDS ANTILLES                                      52-2003016
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                              C/O COVENANT MANAGERS
                                L.B. SMITHPLEIN 3
                          CURACAO, NETHERLANDS ANTILLES
                              (011) (599-9) 4623700

   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

         As of August 10, 2000, 6,716,753 class A common shares of the
registrant were outstanding.


<PAGE>   2


                           STATIA TERMINALS GROUP N.V.

                         QUARTERLY REPORT ON FORM 10-Q/A
                                  JUNE 30, 2000

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                Page No.
                                                                                --------
<S>      <C>                                                                    <C>
                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
             Consolidated Condensed Balance Sheets                                  1
             Consolidated Condensed Statements of Income (Loss)                     2
             Consolidated Condensed Statements of Cash Flows                        3
             Notes to Consolidated Condensed Financial Statements                   4
Item 2.  Management's Discussion and Analysis of Financial Condition and
             Results of Operations                                                  9
Item 3.  Quantitative and Qualitative Disclosures About Market Risk                19

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                          20
Item 2.  Changes in Securities and Use of Proceeds                                  20
Item 3.  Defaults Upon Senior Securities                                            20
Item 4.  Submission of Matters to a Vote of Security Holders                        20
Item 5.  Other Information                                                          20
Item 6.  Exhibits and Reports on Form 8-K                                           20

</TABLE>

         THIS QUARTERLY REPORT ON FORM 10-Q/A (THIS "REPORT") CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF 27A OF THE SECURITIES ACT OF
1933, AS AMENDED. DISCUSSIONS CONTAINING SUCH FORWARD-LOOKING STATEMENTS MAY BE
FOUND IN ITEMS 1, 2, AND 3 OF PART I HEREOF, AS WELL AS WITHIN THIS REPORT
GENERALLY. IN ADDITION, WHEN USED IN THIS REPORT, THE WORDS "MAY," "WILL,"
"BELIEVE," "ANTICIPATE," "EXPECT," "ESTIMATE," AND SIMILAR EXPRESSIONS ARE
INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO
A NUMBER OF RISKS AND UNCERTAINTIES. ACTUAL RESULTS IN THE FUTURE COULD DIFFER
MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF
FLUCTUATIONS IN THE SUPPLY OF AND DEMAND FOR CRUDE OIL AND OTHER PETROLEUM
PRODUCTS, CHANGES IN THE PETROLEUM TERMINALING INDUSTRY, ADDED COSTS DUE TO
CHANGES IN GOVERNMENT REGULATIONS AFFECTING THE PETROLEUM INDUSTRY, THE LOSS OF
A MAJOR CUSTOMER OR CUSTOMERS, THE FINANCIAL CONDITION OF OUR CUSTOMERS,
INTERRUPTION OF OUR OPERATIONS CAUSED BY ADVERSE WEATHER CONDITIONS, THE
CONDITION OF THE U.S. AND CERTAIN FOREIGN ECONOMIES, AND OTHER MATTERS INCLUDED
IN THIS REPORT AND THE COMPANY'S ANNUAL REPORT ON FORM 10-K/A. WE DO NOT
UNDERTAKE ANY OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO
THESE FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT ANY FUTURE EVENTS
OR CIRCUMSTANCES.


<PAGE>   3



                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                     December 31,       June 30,
                                                                        1999              2000
                                                                    -------------      -----------
                                                                                       (Unaudited)
<S>                                                                 <C>                 <C>
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                        $   5,658           $   5,806
   Accounts receivable-
     Trade, net                                                        12,957               9,885
     Other                                                              3,704                 726
   Inventory, net                                                       3,239               4,910
   Prepaid expenses                                                     1,723               2,313
                                                                    ---------           ---------

           Total current assets                                        27,281              23,640

PROPERTY AND EQUIPMENT, net                                           206,031             203,584

OTHER NONCURRENT ASSETS, net                                            2,985               2,570
                                                                    ---------           ---------

                Total assets                                        $ 236,297           $ 229,794
                                                                    =========           =========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                 $  14,086           $  11,875
   Accrued interest payable                                             1,516               1,516
   Other accrued expenses                                               7,084               8,041
                                                                    ---------           ---------

           Total current liabilities                                   22,686              21,432

DISTRIBUTIONS PAYABLE                                                   2,913               2,913
LONG TERM DEBT - 11-3/4% FIRST MORTGAGE NOTES                         101,000             101,000
                                                                    ---------           ---------

           Total liabilities                                          126,599             125,345
                                                                    ---------           ---------

SHAREHOLDERS' EQUITY:
   Class A common shares                                                   76                  76
   Class B subordinated shares                                             38                  38
   Class C incentive shares                                                --                  --
   Additional paid-in capital                                         129,834             129,834
   Notes receivable from shareholders                                  (1,474)             (1,474)
   Accumulated deficit                                                (16,522)            (18,854)
   Class A common shares in treasury                                   (2,254)             (5,171)
                                                                    ---------           ---------

           Total shareholders' equity                                 109,698             104,449
                                                                    ---------           ---------

                Total liabilities and shareholders' equity          $ 236,297           $ 229,794
                                                                    =========           =========

</TABLE>


        The accompanying notes are an integral part of these consolidated
                        condensed financial statements.



                                     Page 1
<PAGE>   4
                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

               CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS)
                                   (UNAUDITED)
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>

                                                               For the Three Months Ended      For the Six Months Ended
                                                                         June 30,                     June 30,
                                                               --------------------------      -----------------------
                                                                   1999           2000          1999          2000
                                                                 --------       --------      --------       --------
<S>                                                             <C>                <C>        <C>           <C>
REVENUES:
   Terminaling services                                          $ 17,408       $ 14,311      $ 34,036       $ 26,741
   Product sales                                                   24,859         39,916        45,646         69,791
                                                                 --------       --------      --------       --------
       Total revenues                                              42,267         54,227        79,682         96,532
                                                                 --------       --------      --------       --------

COSTS OF REVENUES:
   Terminaling services                                            10,699         10,080        20,320         20,195
   Product sales                                                   23,100         38,057        42,079         66,174
                                                                 --------       --------      --------       --------
       Total costs of revenues                                     33,799         48,137        62,399         86,369
                                                                 --------       --------      --------       --------

  Gross profit                                                      8,468          6,090        17,283         10,163

ADMINISTRATIVE EXPENSES                                             1,947          2,430         4,482          4,690

SPECIAL COMPENSATION EXPENSE                                        2,152             --         4,099             --
                                                                 --------       --------      --------       --------

       Operating income                                             4,369          3,660         8,702          5,473

INTEREST EXPENSE                                                    3,735          3,192         7,937          6,360

INTEREST INCOME                                                       378             72           567            153
                                                                 --------       --------      --------       --------

       Income (loss) before provision for income taxes,
         preferred stock dividends and extraordinary charge         1,012            540         1,332           (734)

PROVISION FOR INCOME TAXES                                            239            257           493            521
                                                                 --------       --------      --------       --------

         Income (loss) before preferred stock dividends and
           extraordinary charge                                       773            283           839         (1,255)

PREFERRED STOCK DIVIDENDS                                             536             --         2,257             --
                                                                 --------       --------      --------       --------

         Income (loss) before extraordinary charge                    237            283        (1,418)        (1,255)

EXTRAORDINARY CHARGE RELATED TO EARLY
  EXTINGUISHMENT OF DEBT                                            4,743             --         4,743             --
                                                                 --------       --------      --------       --------

         Net income (loss) available to common stockholders      $ (4,506)      $    283      $ (6,161)      $ (1,255)
                                                                 ========       ========      ========       ========

BASIC EARNINGS PER COMMON SHARE:
  Income (loss) before extraordinary charge                      $   0.45       $   0.04      $   0.89       $  (0.18)
  Extraordinary charge                                              (0.89)            --         (1.76)            --
                                                                 --------       --------      --------       --------
         Net income (loss) available to common stockholders      $  (0.44)      $   0.04      $  (0.87)      $  (0.18)
                                                                 ========       ========      ========       ========

DILUTED EARNINGS PER COMMON SHARE:
  Income (loss) before extraordinary charge                      $   0.30       $   0.03      $   0.59       $  (0.18)
  Extraordinary charge                                              (0.59)            --         (1.18)            --
                                                                 --------       --------      --------       --------
         Net income (loss) available to common stockholders      $  (0.29)      $   0.03      $  (0.59)      $  (0.18)
                                                                 ========       ========      ========       ========

BASIC AND DILUTED EARNINGS PER  SUBORDINATED
  SHARE:
     Loss before extraordinary charge                            $  (0.59)      $     --      $  (1.09)      $     --
     Extraordinary charge                                              --             --            --             --
                                                                 --------       --------      --------       --------
         Net loss to common stockholders                         $  (0.59)      $     --      $  (1.09)      $     --
                                                                 ========       ========      ========       ========
</TABLE>

        The accompanying notes are an integral part of these consolidated
                        condensed financial statements.



                                     Page 2
<PAGE>   5

                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                             For the Six Months Ended
                                                                                                    June 30,
                                                                                          -----------------------------
                                                                                            1999               2000
                                                                                          ---------           ---------
<S>                                                                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss to common stockholders                                                       $  (6,161)          $  (1,255)
    Adjustments to reconcile net loss to common stockholders
       to net cash provided by operating activities:
        Extraordinary charge related to early extinguishment of debt                          4,743                  --
        Non-cash special compensation expense                                                 2,152                  --
        Depreciation, amortization and non-cash charges                                       6,101               6,930
        Preferred stock dividends accrued                                                     2,257                  --
        Decrease in accounts receivable-trade                                                   144               3,072
        (Increase) decrease in accounts receivable-other                                       (395)              2,978
        (Increase) decrease in inventory                                                      2,646              (1,671)
        Increase in prepaid expenses                                                           (420)               (590)
        (Increase) decrease in other noncurrent assets                                          (34)                 74
        Increase (decrease) in accounts payable                                               1,190              (2,211)
        Increase in accrued expenses                                                            662                 837
                                                                                          ---------           ---------

            Net cash provided by operating activities                                        12,885               8,164
                                                                                          ---------           ---------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
        Purchases of property and equipment                                                  (4,057)             (4,142)
        Proceeds from sale of property and equipment                                             15                  --
                                                                                          ---------           ---------

            Net cash used in investing activities                                            (4,042)             (4,142)
                                                                                          ---------           ---------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
        Net proceeds from initial public offering of class A common shares                  136,757                  --
        Redemption of preferred stock                                                       (94,824)                 --
        Repurchase of First Mortgage Notes                                                  (37,681)                 --
        Payment of preferred stock dividends                                                 (9,697)                 --
        Issuance of additional class B subordinated shares and class C incentive
          shares                                                                                 34                  --

        Purchase of class A common shares as treasury stock                                      --              (2,797)
        Payment of class A common share distribution                                             --              (1,077)
                                                                                          ---------           ---------

            Net cash used in financing activities                                            (5,411)             (3,874)
                                                                                          ---------           ---------

INCREASE IN CASH AND CASH EQUIVALENTS                                                         3,432                 148

CASH AND CASH EQUIVALENTS, beginning of period                                               14,061               5,658
                                                                                          ---------           ---------

CASH AND CASH EQUIVALENTS, end of period                                                  $  17,493           $   5,806
                                                                                          =========           =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid for income taxes                                                            $     359           $     199
                                                                                          =========           =========
    Cash paid for interest                                                                $   8,030           $   6,019
                                                                                          =========           =========

</TABLE>


        The accompanying notes are an integral part of these consolidated
                        condensed financial statements.




                                     Page 3
<PAGE>   6
                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)
                       (IN THOUSANDS EXCEPT SHARE AMOUNTS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The unaudited consolidated condensed financial statements of Statia
Terminals Group N.V. ("Group") and Subsidiaries (together with Group, the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. Significant accounting policies followed by
the Company were disclosed in the Notes to Consolidated Financial Statements
included in the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1999 (the "Form 10-K/A"). In the opinion of the Company's
management, the accompanying consolidated condensed financial statements contain
all adjustments and accruals necessary to present fairly the financial position
of the Company at June 30, 2000, and the results of its operations and cash
flows for the six months ended June 30, 1999 and 2000. Operating results for the
six months ended June 30, 2000, are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000.

         Certain reclassifications were made to the 1999 financial statements
and notes thereto in order to conform to the 2000 presentation. Additionally,
the Company's initial public offering of equity, which closed on April 28, 1999,
impacted the Company's results of operations and financial condition and affects
comparability across periods. These financial statements should be read in
conjunction with the Form 10-K/A.

         For all periods presented herein, there were no significant differences
between net income and comprehensive income.

2. SEGMENT INFORMATION

         The Company is organized around several different factors, the two most
significant of which are services and products, and geographic location. The
Company's primary services and products are terminaling services (resulting in
revenues from storage, throughput, dock usage, emergency response and other
terminal services) and product sales (such as sales of bunker fuels to ships and
other bulk petroleum product sales).

         The primary measures of profit and loss utilized by the Company's
management to make decisions about resources to be allocated to each segment are
earnings before interest expense, income taxes, and depreciation and
amortization adjusted for non-recurring transactions ("Adjusted EBITDA") and
earnings before interest expense and income taxes adjusted for non-recurring
transactions ("Adjusted EBIT").



                                     Page 4
<PAGE>   7
                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)
                       (IN THOUSANDS EXCEPT SHARE AMOUNTS)

2.  SEGMENT INFORMATION- (CONTINUED)

         The following information is provided for the Company's terminaling
services and product sales segments:

<TABLE>
<CAPTION>

                                              For the Three Months Ended                   For the Six Months Ended
                                                        June 30,                                   June 30,
                                             -----------------------------               ------------------------------
                                               1999                 2000                  1999                 2000
                                             -------               -------               -------               -------
<S>                                          <C>                   <C>                   <C>                   <C>
REVENUES:
       Terminaling services                  $17,408               $14,311               $34,036               $26,741
       Product sales                          24,859                39,916                45,646                69,791
                                             -------               -------               -------               -------
                        Total                $42,267               $54,227               $79,682               $96,532
                                             =======               =======               =======               =======

ADJUSTED EBITDA:
       Terminaling services                  $ 7,695               $ 4,986               $15,450               $ 8,626
       Product sales                           1,912                 1,698                 3,355                 3,486
                                             -------               -------               -------               -------
                         Total               $ 9,607               $ 6,684               $18,805               $12,112
                                             =======               =======               =======               =======

DEPRECIATION AND AMORTIZATION
    EXPENSE:
       Terminaling services                  $ 2,777               $ 3,029               $ 5,675               $ 6,474
       Product sales                             129                    94                   188                   353
                                             -------               -------               -------               -------
                         Total               $ 2,906               $ 3,123               $ 5,863               $ 6,827
                                             =======               =======               =======               =======

ADJUSTED EBIT:
       Terminaling services                  $ 4,918               $ 1,957               $ 9,775               $ 2,152
       Product sales                           1,783                 1,604                 3,167                 3,133
                                             -------               -------               -------               -------
                       Total                 $ 6,701               $ 3,561               $12,942               $ 5,285
                                             =======               =======               =======               =======
</TABLE>


         A reconciliation of Adjusted EBIT to the Company's income (loss) before
provision for income taxes, preferred stock dividends and extraordinary charge
is as follows:

<TABLE>
<CAPTION>

                                                    For the Three Months Ended            For the Six Months Ended
                                                              June 30,                            June 30,
                                                   ----------------------------          ---------------------------
                                                     1999                2000              1999               2000
                                                   --------           --------           --------           --------
<S>                                                <C>                <C>                <C>                <C>
Adjusted EBIT                                      $  6,701           $  3,561           $ 12,942           $  5,285
Special compensation expense                         (2,152)                --             (4,099)                --
Interest expense excluding debt
    amortization expense                             (3,537)            (3,021)            (7,511)            (6,019)
                                                   --------           --------           --------           --------

Income (loss) before provision for income
     taxes, preferred stock dividends and
     extraordinary charge                          $  1,012           $    540           $  1,332           $   (734)
                                                   ========           ========           ========           ========

</TABLE>





                                     Page 5
<PAGE>   8

                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)
                       (IN THOUSANDS EXCEPT SHARE AMOUNTS)

3. EARNINGS PER SHARE

         In connection with its initial public offering of equity discussed
below, the Company adopted Statement of Financial Accounting Standards No. 128
"Earnings per Share" ("SFAS No. 128"). Earnings per share are computed based
upon the "Participating Securities and Two-Class Common Stock" methodology as
required by SFAS No. 128. Earnings and losses have been allocated to each class
of shares based upon changes in the historical basis liquidation values of the
classes of shares during the periods presented as determined in accordance with
the Company's articles of incorporation. Under this methodology, all of the
earnings and losses prior to the closing of the Company's initial public
offering of equity on April 28, 1999, have been allocated to the class B
subordinated shares. All of the earnings and losses subsequent to April 28,
1999, have been allocated to the class A common shares.

         Basic earnings (loss) per share is computed by dividing the earnings
and losses allocated to each class of equity by the weighted average number of
shares outstanding for each class during the period. Diluted earnings (loss) per
share is computed the same as basic earnings (loss) per share except the
denominator is adjusted for the effect of class A common share and class B
subordinated share equivalents outstanding. For periods prior to April 28, 1999,
class B subordinated share equivalents include, where appropriate, the assumed
exercise of previously outstanding stock options and the conversion of the
Company's previously outstanding Series B preferred stock.

         Diluted earnings per common share include the dilutive effect of the
subordinated shares and, for the three months ended June 30, 2000, outstanding
stock options granted in May 2000. The Company's previously outstanding
preferred stock with conversion features was antidilutive for all 1999 periods
presented. All 1999 earnings per share amounts presented have been adjusted to
give retroactive effect, as of the beginning of 1999, to the reclassification
and issuance of additional class B subordinated shares and class C incentive
shares that occurred in connection with the initial public offering of equity.

         The following additional information is presented with respect to the
Company's earnings per share amounts:

<TABLE>
<CAPTION>

                                                             For the Three Months Ended         For the Six Months Ended
                                                                      June 30,                            June 30,
                                                            -----------------------------      -----------------------------
                                                               1999              2000              1999              2000
                                                            -----------       -----------      -----------       -----------
<S>                                                         <C>               <C>              <C>               <C>
EARNINGS PER COMMON SHARE

 Earnings and losses allocated to common shares:
        Income (loss) before extraordinary charge           $     2,385       $       283      $     2,385       $    (1,255)
        Extraordinary charge                                     (4,743)               --           (4,743)               --
                                                            -----------       -----------      -----------       -----------
        Net income (loss) available to common
          stockholders                                      $    (2,358)      $       283      $    (2,358)      $    (1,255)
                                                            ===========       ===========      ===========       ===========

 Weighted average common shares outstanding                   5,345,055         6,870,064        2,687,293         6,989,282
 Dilutive effect of weighted average subordinated
  shares outstanding                                          2,672,527         3,800,000        1,343,646                --
 Dilutive effect of stock options outstanding                        --            13,179               --                --
                                                            -----------       -----------      -----------       -----------
 Diluted common shares outstanding                            8,017,582        10,683,243        4,030,939         6,989,282
                                                            ===========       ===========      ===========       ===========

EARNINGS PER SUBORDINATED SHARE

 Earnings and losses allocated to subordinated shares:
        Loss before extraordinary charge                    $    (2,148)      $        --      $    (3,803)      $        --
        Extraordinary charge                                         --                --               --                --
                                                            -----------       -----------      -----------       -----------
        Net loss to common stockholders                     $    (2,148)      $        --      $    (3,803)      $        --
                                                            ===========       ===========      ===========       ===========

 Weighted average subordinated shares outstanding             3,652,961         3,800,000        3,479,656         3,800,000
                                                            ===========       ===========      ===========       ===========

</TABLE>





                                     Page 6
<PAGE>   9

                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)
                       (IN THOUSANDS EXCEPT SHARE AMOUNTS)

4. INITIAL PUBLIC OFFERING OF EQUITY AND RELATED TRANSACTIONS

         As more fully discussed in the Form 10-K/A, on April 28, 1999, Group
completed its initial public equity offering of 7.6 million class A common
shares. The offering price was $20 per share, raising gross proceeds of
$152,000. The gross proceeds of the offering were used primarily to redeem all
of the Company's outstanding Series A, B, C, D and E preferred stock and pay
accrued dividends, pay underwriters' discounts and fees, and pay certain other
costs directly associated with the offering. The remaining proceeds were
invested and used during May 1999, along with existing cash, to repurchase in
the open market a principal amount of $34,000 of the 11-3/4% First Mortgage
Notes (the "Notes") for $39,522, including acquisition costs and accrued
interest of $3,681 and $1,841, respectively. During the second quarter of 1999,
the acquisition costs and the unamortized deferred financing costs related to
the repurchased Notes ($1,062) were recorded as an extraordinary charge. There
was no income tax effect associated with this extraordinary charge.

         During the six months ended June 30, 1999, the Company recorded as
special compensation expense a bonus in the amount of $1,947 for particular
members of the Company's management. The purpose of this special management
bonus was to partially reimburse these individuals with respect to adverse tax
consequences that resulted from the offering and other past compensation
arrangements.

         In connection with the initial public offering of equity, certain
previously granted stock options became fully vested, were exercised and became
class B subordinated shares. On April 28, 1999, the remaining unamortized
compensation expense associated with these options of $2,152 was recorded as a
non-cash special compensation expense credited to additional paid-in capital.

         In conjunction with the transactions surrounding the initial public
offering of equity, the Company authorized (i) 20,000,000 class A common shares
of which 7,600,000 shares are issued and 6,773,453 shares are outstanding as of
June 30, 2000; (ii) 7,800,000 class B subordinated shares of which 3,800,000
shares are currently issued and outstanding; and (iii) 2,200,000 class C
incentive shares of which 38,000 shares are currently issued and outstanding.



                                     Page 7
<PAGE>   10
                  STATIA TERMINALS GROUP N.V. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)
                       (IN THOUSANDS EXCEPT SHARE AMOUNTS)

4. INITIAL PUBLIC OFFERING OF EQUITY AND RELATED TRANSACTIONS- (CONTINUED)

         The following unaudited pro forma consolidated results of operations
for the three and six month periods ended June 30, 1999, were prepared to
illustrate the estimated effects of:

o        the elimination of the Castle Harlan management fee, and
o        the use of the net proceeds from the initial public offering of equity
         and the restructuring as described in the Registration Statement

(collectively, the "pro forma transactions") as if the pro forma transactions
had occurred at the beginning of each of these respective periods. The unaudited
pro forma consolidated condensed results of operations should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the Company's financial statements and the notes
thereto, the other financial information included in the Company's Registration
Statement on Form S-1 (File No. 333-72317), and its Form 10-K/A for the year
ended December 31, 1999. This pro forma financial information is provided for
informational purposes only and does not purport to be indicative of the results
of operations which would have been obtained had the pro forma transactions been
completed on the dates indicated or results of operations for any future date or
period.


<TABLE>
<CAPTION>
                                                                       Unaudited Selected Pro Forma
                                                                           Consolidated Results

                                                                   --------------------------------------
                                                                    For the Three           For the Six
                                                                    Months Ended            Months Ended
                                                                    June 30, 1999          June 30, 1999
                                                                   ----------------       ---------------
<S>                                                                 <C>                     <C>
REVENUES                                                            $    42,267             $    79,682

OPERATING INCOME                                                          6,626                  13,244

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS                               3,441                   6,848

DILUTED EARNINGS PER COMMON SHARE                                          0.30                    0.60

WEIGHTED AVERAGE COMMON  SHARES OUTSTANDING:                          7,600,000               7,600,000

DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                  11,400,000              11,400,000

</TABLE>

5. REPLACEMENT OF SINGLE POINT MOORING SYSTEM HOSES

         During the six months ended June 30, 2000, the Company replaced certain
large hoses attached to its single point mooring system (the "SPM"). In
connection with this hose change-out, the Company adopted the component
depreciation method for the SPM and its hoses as of January 1, 2000, which
resulted in a change in the estimated useful lives for depreciation purposes for
these hoses. As a result, in addition to recurring depreciation charges, the
Company incurred a non-cash charge to depreciation expense of $832 during the
first quarter of 2000 which is included in Costs of Revenues.



                                     Page 8
<PAGE>   11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                 OF OPERATIONS

         For purposes of the discussion below, reference is made to the
unaudited Consolidated Condensed Financial Statements and Notes thereto of
Statia Terminals Group N.V. and Subsidiaries (the "Company") as of June 30,
2000, and the three and six month periods ended June 30, 1999, and 2000,
included herein. Reference should also be made to the Company's Annual Report on
Form 10-K/A that includes the Company's Consolidated Financial Statements as of
and for the year ended December 31, 1999.

RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, the
percentage of revenues represented by some items in our consolidated condensed
income statements.

                              RESULTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                For the Three Months Ended June 30,
                                                                    --------------------------------------------------------
                                                                               1999                          2000
                                                                    -------------------------       ------------------------
                                                                                       % of                           % of
                                                                     Dollars         Revenues        Dollars        Revenues
                                                                    --------         --------       --------        --------
<S>                                                                 <C>                 <C>         <C>                <C>
Revenues:
    Terminaling services                                            $ 17,408            41.2%       $ 14,311           26.4%
    Product sales                                                     24,859            58.8%         39,916           73.6%
                                                                    --------         -------        --------        -------
        Total revenues                                                42,267           100.0%         54,227          100.0%
                                                                    --------         -------        --------        -------
 Costs of revenues:
   Terminaling services                                               10,699            25.3%         10,080           18.6%
   Product sales                                                      23,100            54.7%         38,057           70.2%
                                                                    --------         -------        --------        -------
     Total costs of revenues                                          33,799            80.0%         48,137           88.8%
                                                                    --------         -------        --------        -------
    Gross profit                                                       8,468            20.0%          6,090           11.2%
 Administrative expenses                                               1,947             4.6%          2,430            4.5%
 Special compensation expense                                          2,152             5.1%             --             --
                                                                    --------         -------        --------        -------
    Operating income                                                   4,369            10.3%          3,660            6.7%
 Interest expense                                                      3,735             8.8%          3,192            5.9%
 Interest income                                                         378             0.9%             72            0.1%
                                                                    --------         -------        --------        -------
 Income before provision for income taxes, preferred stock
      dividends and extraordinary charge                               1,012             2.4%            540            0.9%
 Provision for income taxes                                              239             0.6%            257            0.4%
 Preferred stock dividends                                               536             1.3%             --             --
 Extraordinary charge related to early extinguishment of debt          4,743            11.2%             --             --
                                                                    --------         -------        --------        -------
    Net income (loss) available to common stockholders              $ (4,506)          (10.7)%      $    283            0.5%
                                                                    --------         -------        --------        -------

</TABLE>



                                     Page 9
<PAGE>   12
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

<TABLE>
<CAPTION>

                                                                             For the Six Months Ended June 30,
                                                                    ------------------------------------------------
                                                                            1999                       2000
                                                                    ----------------------    ----------------------
                                                                                   % of                       % of
                                                                     Dollars      Revenues    Dollars       Revenues
                                                                    --------      --------    --------      --------
<S>                                                                 <C>              <C>      <C>              <C>
Revenues:
    Terminaling services                                            $ 34,036         42.7%    $ 26,741         27.7%
    Product sales                                                     45,646         57.3%      69,791         72.3%
                                                                    --------      --------    --------      --------
        Total revenues                                                79,682        100.0%      96,532        100.0%
                                                                    --------      --------    --------      --------
 Costs of revenues:
   Terminaling services                                               20,320         25.5%      20,195         20.9%
   Product sales                                                      42,079         52.8%      66,174         68.6%
                                                                    --------      --------    --------      --------
     Total costs of revenues                                          62,399         78.3%      86,369         89.5%
                                                                    --------      --------    --------      --------
    Gross profit                                                      17,283         21.7%      10,163         10.5%
 Administrative expenses                                               4,482          5.6%       4,690          4.9%
 Special compensation expense                                          4,099          5.2%          --         --
                                                                    --------      --------    --------      --------
    Operating income                                                   8,702         10.9%       5,473          5.6%
 Interest expense                                                      7,937         10.0%       6,360          6.6%
 Interest income                                                         567          0.7%         153          0.2%
                                                                    --------      --------    --------      --------
 Income (loss) before provision for income taxes, preferred
     stock dividends and extraordinary charge                          1,332          1.6%        (734)        (0.8)%
 Provision for income taxes                                              493          0.6%         521          0.5%
 Preferred stock dividends                                             2,257          2.8%          --         --
 Extraordinary charge related to early extinguishment of debt          4,743          6.0%          --         --
                                                                    --------      --------    --------      --------
    Net loss to common stockholders                                 $ (6,161)        (7.8)%   $ (1,255)        (1.3)%
                                                                    ========      ========    ========      ========

</TABLE>

         Gross profit from terminaling services is generally higher than gross
profit from product sales. Our operating costs for terminaling services are
relatively fixed and generally do not change significantly with changes in
capacity leased. Additions or reductions in storage, throughput, and ancillary
revenues directly impact our gross profit. Costs for the procurement of bunker
fuels and bulk petroleum products are variable and linked to global oil prices.
Our product costs are also impacted by market supply conditions, types of
products sold, and volumes delivered.

         We have orally agreed to the terms of a contract with a major
state-owned oil company under which we are currently purchasing a majority of
the fuel oil necessary to support our bunker sales requirements at St.
Eustatius. Although not yet signed by the supplier, the contract expires June
30, 2001, and contains terms and conditions which are comparable to prior
agreements with the supplier. We believe that suitable alternate sources of
supply are available from which we can procure fuel oil should our current
contract be interrupted or not be renewed.

         The following tables set forth, for the periods indicated, (a) the
total revenues and total operating income, after allocation of administrative
expenses and elimination of certain intercompany transactions, at each of our
operating locations and (b) the percentage of such revenues and operating income
relative to our total revenues and operating income.



                                    Page 10
<PAGE>   13

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

                              REVENUES BY LOCATION

                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                    For the Three Months Ended June 30,
                                                                --------------------------------------------
                                                                        1999                     2000
                                                                --------------------    --------------------
                                                                              % OF                    % OF
                                                                Dollars       Total      Dollars      Total
                                                                --------      ------    ---------     ------
<S>                                                             <C>            <C>      <C>            <C>
Netherlands Antilles and the Caribbean                          $ 36,186       85.6%    $  49,856      91.9%
Canada                                                             6,081       14.4%        4,371       8.1%
                                                                --------      ------    ---------     ------
    Total                                                       $ 42,267      100.0%    $  54,227     100.0%
                                                                ========      ======    =========     ======

</TABLE>

<TABLE>
<CAPTION>

                                                                    For the Six Three Months Ended June 30,
                                                                --------------------------------------------
                                                                        1999                     2000
                                                                --------------------    --------------------
                                                                              % of                    % of
                                                                Dollars       Total      Dollars      Total
                                                                --------      ------    ---------     ------
<S>                                                             <C>            <C>      <C>            <C>
Netherlands Antilles and the Caribbean                          $ 68,482       85.9%    $  88,731      91.9%
Canada                                                            11,200       14.1%        7,801       8.1%
                                                                --------      ------    ---------     ------

    Total                                                       $ 79,682      100.0%    $  96,532     100.0%
                                                                ========      ======    =========     ======

</TABLE>

                          OPERATING INCOME BY LOCATION
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                  For the Three Months Ended June 30,
                                                             ----------------------------------------------
                                                                    1999                     2000
                                                             --------------------      --------------------
                                                                           % of                    % of
                                                              Dollars      Total        Dollars      Total
                                                             ---------    -------      --------     -------
<S>                                                          <C>            <C>        <C>            <C>
Netherlands Antilles and the Caribbean                       $   3,016      69.0%      $  3,004       82.1%
Canada                                                           1,353      31.0%           656       17.9%
                                                             ---------    -------      --------     -------
    Total                                                    $   4,369     100.0%      $  3,660      100.0%
                                                             =========    =======      ========     =======

</TABLE>


<TABLE>
<CAPTION>

                                                                 For the Six Three Months Ended June 30,
                                                             ----------------------------------------------
                                                                    1999                     2000
                                                             --------------------      --------------------
                                                                           % of                    % of
                                                              Dollars      Total        Dollars      Total
                                                             ---------    -------      --------     -------
<S>                                                          <C>            <C>        <C>            <C>
Netherlands Antilles and the Caribbean                       $   6,575      75.6%      $  4,636       84.7%
Canada                                                           2,127      24.4%           837       15.3%
                                                             ---------    -------      --------     -------

    Total                                                    $   8,702     100.0%      $  5,473      100.0%
                                                             =========    =======      ========     =======

</TABLE>



                                    Page 11
<PAGE>   14


       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

         The following table sets forth, for the periods indicated, total
capacity, capacity leased, throughput, and vessel calls for each of our
operating locations. "Total capacity" represents the average storage capacity
available for lease for a period. "Capacity leased" represents the storage
capacity leased to third parties weighted for the number of days leased in the
month divided by the capacity available for lease. "Throughput" volume is the
total number of inbound barrels discharged from a vessel, tank, rail car or
tanker truck, not including across-the-dock or tank-to-tank transfers. A "vessel
call" occurs when a vessel docks or anchors at one of our terminal locations in
order to load and/or discharge cargo and/or to take on bunker fuel. Such dockage
or anchorage is counted as one vessel call regardless of the number of
activities carried on by the vessel. A vessel call also occurs when we sell and
deliver bunker fuel to a vessel not calling at our terminals for the above
purposes. Each of these statistics is a measure of the utilization of our
facilities and equipment.

       CAPACITY, CAPACITY LEASED, THROUGHPUT AND VESSEL CALLS BY LOCATION
                (CAPACITY AND THROUGHPUT IN THOUSANDS OF BARRELS)

<TABLE>
<CAPTION>

                                                For the Three Months Ended            For the Six Months Ended
                                                         June 30,                            June 30,
                                               ---------------------------            ------------------------
                                                1999               2000                1999              2000
                                               ------              ------             ------            ------
<S>                                            <C>                 <C>                <C>               <C>
Netherlands Antilles and
   the Caribbean:
                  Total capacity               11,334              11,334             11,334            11,334
                  Capacity leased                 91%                 87%                93%               82%
                  Throughput                   17,468              18,680             33,676            30,960
                  Vessel calls                    258                 225                520               441

Canada:
                  Total capacity                7,404               7,479              7,404             7,479
                  Capacity leased                 94%                 65%                95%               62%
                  Throughput                   15,410              15,275             22,334            24,212
                  Vessel calls                     42                  36                 59                57

All locations:
                   Total capacity              18,738              18,813             18,738            18,813
                   Capacity leased                92%                 78%                94%               74%
                   Throughput                  32,878              33,955             56,010            55,172
                   Vessel calls                   300                 261                579               498

</TABLE>

SELECTED RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2000, VERSUS
THE THREE MONTHS ENDED MARCH 31, 2000

         Total revenues for the three months ended June 30, 2000, were $54.2
million, compared to $42.3 million for the three months ended March 31, 2000,
representing an increase of $11.9 million, or 28.2%. This increase is due to
increased revenues from both our terminaling services and product sales
segments. The improvement over the first quarter 2000 in terminaling services
revenues is due primarily to additional short-term storage and throughput
contracts, while the increase in product sales revenues is due primarily to an
increase in the volume of products sold.



                                    Page 12
<PAGE>   15

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

         Operating income for the three months ended June 30, 2000, was $3.7
million compared to first quarter 2000 operating income of $1.8 million. First
quarter 2000 operating income included a non-cash charge of $0.8 million to
depreciation expense resulting from a change in the estimated useful lives of
certain large hoses attached to our single point mooring system at St.
Eustatius. For the three months ended June 30, 2000, net income available to
common stockholders was $0.3 million, or $0.04 basic earnings per common share
and $0.03 diluted earnings per common share. For the three months ended March
31, 2000, we incurred a net loss to common stockholders of $1.5 million, or a
loss of $0.22 per common share.

THREE AND SIX MONTHS ENDED JUNE 30, 2000, VERSUS THE SAME PERIODS OF 1999

COMPARABILITY

         Our initial public offering of equity, which closed on April 28, 1999,
impacted our results of operations and financial condition. Therefore, our
results of operations and financial condition may not be comparable across
periods presented herein.

REVENUES

         Total revenues for the three and six months ended June 30, 2000, were
$54.2 million and $96.5 million, compared to $42.3 million and $79.7 million for
the same periods of 1999, representing increases of $11.9 million, or 28.3% and
$16.8 million, or 21.1%, respectively.

         Revenues from terminaling services (resulting from revenues from
storage, throughput, dock usage, emergency response, and other terminal
services) for the three and six months ended June 30, 2000, were $14.3 million
and $26.7 million, compared to $17.4 million and $34.0 million for the same
periods of 1999, representing decreases of $3.1 million, or 17.8% and $7.3
million, or 21.4%, respectively. We believe the decreases in terminaling
services revenues for the three and six months ended June 30, 2000, compared to
the same periods in 1999, were principally due to the adverse effects of the
accord established between many of the oil exporting nations, some of whom are
our customers, to raise crude oil prices by reducing supply. Members of the
accord reduced their production of crude oil during the period from April 1,
1999, through late March 2000, which has reduced the worldwide quantity of crude
oil and petroleum products in storage. The accord has primarily impacted our
terminaling services revenues beginning with the second half of 1999. Despite
recently announced increases in crude oil production, crude oil and certain
petroleum products markets remain in backwardation.

         For the six months ended June 30, 2000, approximately 78.3% of our tank
capacity was leased pursuant to long term contracts at our St. Eustatius and
Point Tupper locations together. Approximately 72.8% of our storage and
throughput revenues, excluding related ancillary services, were derived from
long term contracts during the same period.

         Revenues from terminaling services at St. Eustatius decreased
approximately $1.0 million or 8.5% and $3.6 million or 15.5% during the three
and six months ended June 30, 2000, respectively, as compared to the same
periods of 1999, due to fewer vessel calls and a lower percentage capacity
leased. For the three and six months ended June 30, 2000, the overall percentage
of capacity leased at St. Eustatius was 87% and 82% as compared to 91% and 93%
for the same periods of 1999, reflecting a decrease in the percentage of
capacity leased for fuel oil tankage. The percentage of capacity leased for fuel
oil tankage decreased during the three and six months ended June 30, 2000, as
compared to the same periods of 1999, primarily as a result of the effects of
the accord, backwardation in this market, and the relative lower pricing of
products which compete with fuel oil. Twenty-three and 55 fewer cargo vessels
called at the St. Eustatius facility during the three and six months ended June
30, 2000, than during the same periods of 1999, resulting in lower revenues from
port charges, which consist of dock charges, emergency response fees, and other
terminal charges.



                                    Page 13
<PAGE>   16

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

         Revenues from terminaling services at Point Tupper decreased
approximately $1.7 million or 28.0% and $3.3 million or 29.7% during the three
and six months ended June 30, 2000, as compared to the same periods of 1999. The
decreases were due primarily to a lower percentage of tank capacity leased
during the three and six months ended June 30, 2000, resulting in lower storage
revenues. The percentage of tank capacity leased at Point Tupper decreased from
94% and 95% for the three and six months ended June 30, 1999, to 65% and 62% for
the same periods of 2000. These decreases were primarily the result of the
decision by a customer of this facility, who is a participant in the accord, not
to renew its crude oil storage contract at the end of the second quarter of
1999. Partially offsetting reduced storage revenues were revenues from a higher
number of barrels throughput by this facility's primary crude oil customer for
the six months ended June 30, 2000. Six and two fewer cargo vessels called
during the three and six months ended June 30, 2000, as compared to the same
periods of 1999, which led to lower revenues from port charges at this facility.

         Revenues from product sales were $39.9 million and $69.8 million for
the three and six months ended June 30, 2000, compared to $24.9 million and
$45.6 million for the same periods of 1999, an increase of $15.1 million or
60.6% and $24.1 million or 52.9%, respectively. These increases were due to
increases in average selling prices partially offset by lower volumes delivered.
Average selling prices increased 66.1% and 88.9% when comparing the three and
six months ended June 30, 2000, with the same periods of 1999. These changes in
average selling prices were primarily the result of changes in the world oil
markets which have been significantly influenced by the accord. Metric tons of
bunkers and bulk product delivered decreased 3.3% and 19.1% during the three and
six months ended June 30, 2000, as compared to the same periods of 1999.

GROSS PROFIT

         Gross profit for the three and six months ended June 30, 2000, was $6.1
million and $10.2 million compared to $8.5 million and $17.3 million for the
same periods of 1999, representing decreases of $2.4 million or 28.1% and $7.1
million or 41.2%. The decreases in gross profit were primarily the result of
lower gross profits realized on terminaling services, which were partially
offset by higher dollar gross margins realized on product sales. Gross profit
from terminaling services decreased primarily as a result of certain customers
choosing not to renew their storage and throughput contracts due, in part, to
reduced supply resulting from the accord established among many of the oil
exporting nations. Additionally, during the six months ended June 30, 2000, we
replaced certain hoses attached to our single point mooring system. As a result,
we incurred a non-cash charge of $0.8 million during the first quarter of 2000
to depreciation expense which is included in Costs of Revenues.

ADMINISTRATIVE EXPENSES

         Administrative expenses were $2.4 million and $4.7 million for the
three and six months ended June 30, 2000, as compared to $1.9 million and $4.5
million for the same periods of 1999, representing increases of $0.5 million or
24.8% and $0.2 million or 4.6%, respectively. The increases during the three and
six months ended June 30, 2000, as compared to the same periods of 1999, were
primarily the result of higher depreciation and personnel costs partially offset
by the termination of the Castle Harlan management fee effective as of our
initial public offering of equity.

SPECIAL COMPENSATION EXPENSE

         As more fully discussed in note 4 of the notes to consolidated
condensed financial statements included in Part I, Item 1, of this Report, we
recorded special compensation expense during the three and six months ended June
30, 1999, of $2.2 million and $4.1 million, respectively.



                                    Page 14
<PAGE>   17


       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

INTEREST EXPENSE

         During the three and six months ended June 30, 2000, we incurred $3.2
million and $6.4 million of interest expense compared to $3.7 million and $7.9
million for the same periods of 1999. Interest expense includes interest accrued
on our mortgage notes due in 2003, amortization expense related to deferred
financing costs, other interest expense, and bank charges. In May 1999, we
repurchased $34.0 million of the mortgage notes which resulted in lower interest
expense on this debt.

PROVISION FOR INCOME TAXES

         Provision for income taxes were $0.3 million and $0.2 million for the
three months ended June 30, 2000 and 1999, respectively, and $0.5 million for
the six months ended June 30, 2000 and 1999.

PREFERRED STOCK DIVIDENDS

         Preferred stock dividends were $0.5 million and $2.3 million for the
three and six months ended June 30, 1999. There were no preferred stock
dividends for the three and six months ended June 30, 2000, as a result of the
redemption of all outstanding preferred stock in connection with our initial
public offering of equity.

EXTRAORDINARY CHARGE RELATED TO EARLY EXTINGUISHMENT OF DEBT

         As more fully discussed in note 4 of the notes to consolidated
condensed financial statements included in Part I, Item 1, of this Report, we
recognized an extraordinary charge of $4.7 million during the six months ended
June 30, 1999, in connection with the repurchase of $34.0 million of our
mortgage notes. There was no income tax effect associated with this
extraordinary charge.

NET INCOME (LOSS)

         The Company produced net income available to common stockholders of
$0.3 million and incurred a net loss to common stockholders of $1.3 million for
the three and six months ended June 30, 2000, as compared to a net loss to
common stockholders of $4.5 million and $6.2 million for the same periods of
1999, respectively, representing an improvement of $4.8 million and $4.9
million. This improvement was primarily attributable to reduced debt service
costs and the net effect of other factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW FROM OPERATING ACTIVITIES

         Net cash provided by operating activities was $8.2 million and $12.9
million for the six months ended June 30, 2000, and 1999, respectively. Cash
flow from operations has been our primary source of liquidity during these
periods. Differences between net losses and positive operating cash flow have
resulted primarily from depreciation and amortization burdens, non-cash charges,
and changes in various asset and liability accounts.

         At June 30, 2000, we had cash and cash equivalents on hand of $5.8
million compared to $5.7 million at December 31, 1999. Accounts receivable and
accounts payable, primarily related to the purchases and sales of petroleum
products, were $10.6 million and $11.9 million, respectively, at June 30, 2000,
as compared to $16.7 million and $14.1 million, respectively, at December 31,
1999. The aggregate net changes of the accounts receivable and accounts payable
balances are included in net cash provided by operating activities.



                                    Page 15
<PAGE>   18

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

CASH FLOW FROM INVESTING ACTIVITIES

         Net cash used in investing activities consisting primarily of purchases
of property and equipment was $4.1 million and $4.0 million for the six months
ended June 30, 2000 and 1999, respectively. See the Summary of Capital
Expenditures by Type table which follows.

CASH FLOW FROM FINANCING ACTIVITIES

         In July 2000, our board of directors approved an increase in the number
of shares authorized under the previously announced stock purchase program to
2,000,000 of our class A common shares. As of June 30, 2000, and August 10,
2000, we had acquired 826,547 and 883,247 class A common shares, respectively,
at an aggregate cost of $5.2 million and $5.6 million, respectively. As
conditions warrant, we intend to continue periodic open market purchases of our
class A common shares under the stock purchase program.

         As more fully discussed in the Registration Statement and Form 10-K/A,
under our articles of incorporation we are required to distribute to our
shareholders all of our "available cash" (as defined therein) generated from
operations. "Available cash" as defined generally includes cash from various
sources after deducting such reserves as our board of directors may deem
necessary or appropriate to provide for the proper conduct of our business,
including future capital expenditures, anticipated operational needs, and to
comply with debt obligations.

         On February 14, 2000, we paid $1.1 million to holders of our class A
common shares representing $0.15 per share. The $0.30 per share difference
between the declared distribution and the target quarterly distribution of $0.45
per share represents an arrearage which must be paid from future available cash.

         On July 19, 2000, our board of directors declared a distribution of
$0.15 per share on our class A common shares payable August 14, 2000, to
shareholders of record on July 31, 2000. The $0.30 per share difference between
the declared distribution and the target quarterly distribution of $0.45 per
share represents an arrearage that must be paid from future available cash. The
aggregate arrearage per class A common share is now $1.05.

         On May 2, 2000, we granted to certain of our employees and directors
options to purchase 228,000 of our class A common shares at an exercise price of
$5.59 per share representing the fair value on the date of grant. These options
were granted pursuant to our 1999 share option plan and vest in proportion to
the conversion of our class B subordinated shares to class A common shares over
the subordination period, as defined in our articles of incorporation.

         As more fully discussed in note 4 of the notes to consolidated
condensed financial statements included in Part I, Item 1, of this Report, our
initial public offering of equity closed on April 28, 1999. The net proceeds of
the offering were used primarily to redeem all of our outstanding preferred
stock and pay accrued dividends and repurchase in the open market a principal
amount of $34.0 million of our mortgage notes, leaving $101.0 million of our
mortgage notes outstanding. The repurchase of the mortgage notes will result in
annual reductions in interest payments of approximately $4.0 million.

         As of August 14, 2000, no event of default under the indenture to the
mortgage notes existed and was continuing. The fixed charge coverage ratio as
defined in the indenture was at least 2.0 to 1 at June 30, 2000. Statia
Terminals International N.V., a wholly-owned subsidiary of Statia Terminals
Group N.V., is not restricted by this provision of the indenture from borrowing
on the revolving credit facility discussed below. Additionally, at June 30,
2000, the sum of Statia Terminals International's dividends, restricted
payments, aggregate consolidated net income (deficit), and capital stock
proceeds was approximately $13.3 million. Such sum must be positive in order for
Statia Terminals International to make certain restricted payments, including
dividends to Statia Terminals Group N.V.




                                    Page 16
<PAGE>   19

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

         We have a $17.5 million revolving credit facility secured by our
accounts receivable and oil inventory. The revolving credit facility is
available for working capital needs and letter of credit financing, and it
permits us to borrow in accordance with a defined available borrowing base,
which was approximately $9.1 million at June 30, 2000. The revolving credit
facility bears interest at the prime rate plus 0.50% per annum (10.0% at August
14, 2000) and will expire on November 27, 2000. From time to time during the six
months ended June 30, 2000, we borrowed against the revolving credit facility,
and all of such borrowings were repaid by June 30, 2000.

         In March, 2000, the ownership of the M/V STATIA RESPONDER, an emergency
response and maintenance vessel, was transferred from one of our existing
subsidiaries to a newly created subsidiary. We are currently in discussions with
a lender to provide asset-based financing utilizing the vessel as collateral.
The proceeds from any such financing are expected to be used for general
business purposes.

         We believe that cash flow generated by operations and amounts available
under the revolving credit facility will be sufficient, until the maturity of
the mortgage notes, to fund working capital needs, capital expenditures and
other operating requirements, including any expenditures required by applicable
environmental laws, and regulations, and to service debt. It is unlikely that we
will be able to repay the mortgage notes at maturity through projected operating
cash flow, and it will be necessary to refinance all or a portion of the
mortgage notes, or redeem the mortgage notes from additional equity funds, on or
after November 15, 2000, and before their maturity on November 15, 2003. We
continuously monitor financial market conditions and our financial position to
determine when and whether we will refinance or redeem, all or a portion of the
mortgage notes prior to their maturity. Although we intend to refinance and
believe that we will be able to refinance the mortgage notes during the November
15, 2000, to November 15, 2003 time period, our operating performance and
ability to service or refinance the mortgage notes and to extend or refinance
the revolving credit facility will be subject to future economic conditions and
to commercial, financial, and other factors, many of which are beyond our
control. There can be no assurances that we will be able to repay at maturity or
refinance this indebtedness in whole or in part, or at all, on terms acceptable
to us. If we are unable to repay or refinance the mortgage notes at or prior to
maturity, we will be forced to adopt alternative strategies that may include
seeking additional equity capital.

         It is anticipated that any common share arrearages will not adversely
impact our ability to repay or refinance the mortgage notes since the mortgage
notes are obligations of two of our subsidiaries, not of Statia Terminals Group.
Depending on the terms and conditions of any refinancing of the mortgage notes,
our ability to pay the target quarterly distributions and common share
arrearages may be impacted.



                                    Page 17
<PAGE>   20

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (CONTINUED)

CAPITAL EXPENDITURES

         Our projected capital spending for 2000 is $7.7 million for operations
sustaining capital expenditures and $0.3 million to produce incremental
revenues. Additional spending is contingent upon the addition of incremental
terminaling business.

         The following table sets forth capital expenditures and separates such
expenditures into those which produce, or have the potential to produce,
incremental revenues and those which sustain our operations.

                     SUMMARY OF CAPITAL EXPENDITURES BY TYPE
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     For the Three Months Ended June 30,
                                                                   -----------------------------------------
                                                                          1999                    2000
                                                                   -------------------    -------------------
                                                                                % of                   % of
                                                                   Dollars      Total      Dollars     Total
                                                                   -------     -------     -------    -------
<S>                                                                <C>           <C>       <C>        <C>
Produce incremental revenues                                       $   175        8.5%     $    62       4.5%
Operations sustaining capital expenditures                           1,874       91.5%       1,321      95.5%
                                                                   -------     -------     -------    -------

    Total                                                          $ 2,049      100.0%     $ 1,383     100.0%
                                                                   =======     =======     =======    =======

</TABLE>

<TABLE>
<CAPTION>

                                                                       For the Six Months Ended June 30,
                                                                   -----------------------------------------
                                                                          1999                  2000
                                                                   ------------------     ------------------
                                                                                % of                   % of
                                                                   Dollars      Total     Dollars      Total
                                                                   -------      -----     --------     -----
<S>                                                                <C>            <C>      <C>           <C>
Produce incremental revenues                                       $   296        7.3%     $   146       3.5%
Operations sustaining capital expenditures                           3,761       92.7%       3,996      96.5%
                                                                   -------     -------     -------    -------

    Total                                                          $ 4,057      100.0%     $ 4,142     100.0%
                                                                   =======     =======     =======    =======

</TABLE>



                                    Page 18
<PAGE>   21

       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We periodically purchase refined petroleum products from our customers
and others for resale as bunker fuel, for small volume sales to commercial
interests, and to maintain an inventory of blend stocks for our customers.
Petroleum product inventories are held for short periods, generally not
exceeding 90 days. We do not presently have any derivative positions to hedge
our inventory of petroleum products. The following table indicates the aggregate
carrying value of our petroleum products on hand at June 30, 2000, computed at
average costs, net of any lower of cost or market valuation provisions, and the
estimated fair value of such products.

                       ON BALANCE SHEET COMMODITY POSITION
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                               As of June 30, 2000
                                                                        ---------------------------------
                                                                        Carrying Value         Fair Value
                                                                        --------------         ----------
<S>                                                                        <C>                  <C>
Petroleum Inventory:
    Statia Terminals N.V.                                                  $   4,840            $  5,210
    Statia Terminals Canada, Inc.                                                 70                 195
                                                                           ---------            --------

        Total                                                              $   4,910            $  5,405
                                                                           =========            ========

</TABLE>

         Except for minor local operating expenses in Canadian dollars and
Netherlands Antilles guilders, all of our transactions are in U.S. dollars.
Therefore, we believe we are not significantly exposed to exchange rate
fluctuations. As all of our present debt obligations carry a fixed rate of
interest, except for the revolving credit facility which varies with changes in
the lender's prime lending rate, we believe our exposure to interest rate
fluctuations is minimal.


                                    Page 19
<PAGE>   22

                           PART II - OTHER INFORMATION

                           ITEM 1. LEGAL PROCEEDINGS.

         Reference is made to Item 3. Legal Proceedings included in the
Company's 1999 Annual Report on Form 10-K/A. There have been no material
developments in the Company's legal proceedings since the Form 10-K/A was filed.

               ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

                                      None.

                    ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

                                      None.

          ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual General Meeting of Shareholders of the Company was held on April 18,
2000. The following items were approved by the Company's shareholders at the
meeting:

Item 1.  Determination, setting and adoption of the Company's balance sheet
         and profit and loss accounts for the fiscal year ended December 31,
         1999.

Item 2.  Approval, ratification and adoption of the distributions in the
         amount of US$0.7665 per class A common share for the fiscal year ended
         December 31, 1999.

Item 3.  Approval, ratification and adoption of the declaration of the
         distributions in the amount of US$0.7665 per class B subordinated share
         for the fiscal year ended December 31, 1999.

Item 4.  Approval of the appointment of Arthur Andersen LLP as the Company's
         independent accountants to audit the Company's financial statements and
         perform other tasks consistent with such appointment until the next
         Annual General Meeting of Shareholders.

         Following are the results for each item voted upon given in number of
shares:

                             For                Against              Abstain
                             ---                -------              -------

          Item 1.         4,930,605             41,250               19,390
          Item 2.         4,934,616             40,189               16,440
          Item 3.         4,902,266             66,889               22,090
          Item 4.         4,932,710             42,500               16,035

There were no broker non-votes associated with any of the items voted upon at
the Annual General Meeting of Shareholders.

                           ITEM 5. OTHER INFORMATION.

                 The Company's web site is located at http://www.statiaterm.com
or http://www.statia.cc.

                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits.

         27.1     Financial Data Schedule for Statia Terminals Group N.V.
                  (for electronic filing only)

(b)      Reports on Form 8-K.

         None.



                                    Page 20
<PAGE>   23


                                   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.

                                         STATIA TERMINALS GROUP N.V.
                                                  (Registrant)


Date:    November 14, 2000
                                         By:  /s/ James G. Cameron
                                             -----------------------------------
                                                  James G. Cameron
                                                  Director
                                                  (As Authorized Officer)



                                         By:  /s/ James F. Brenner
                                             -----------------------------------
                                                  James F. Brenner
                                                  Vice President and Treasurer
                                                  (As Authorized Officer and
                                                  Principal Financial Officer)





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