<PAGE>   1
 
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                   FORM 10-K
 
<TABLE>
<CAPTION>
    (MARK ONE)
 <C>             <C>
      [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED]
                       FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

      [ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
</TABLE>
 
            FOR THE TRANSITION PERIOD FROM            TO
 
                           COMMISSION FILE NUMBER: 1-4014
 
                                   FINA, INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                             <C>
                  DELAWARE                                       13-1820692
       State or other jurisdiction of                         (I.R.S. Employer
       incorporation or organization                        Identification No.)
         FINA PLAZA, DALLAS, TEXAS                                 75206
  (Address of principal executive offices)                       (Zip Code)
</TABLE>
 
       Registrant's Telephone Number Including Area Code: (214) 750-2400
 
          Securities registered pursuant to Section 12(b) of the Act:
 
<TABLE>
<CAPTION>
                                                    NAME OF EACH EXCHANGE
            TITLE OF EACH CLASS                      ON WHICH REGISTERED
            -------------------                     ---------------------
<C>                                             <C>
    Class A Common Stock $.50 par value            American Stock Exchange
</TABLE>
 
          Securities registered pursuant to Section 12(g) of the Act:
 
                                      None
 
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
                                                                  ---       ---

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K ON ANY AMENDMENT TO THIS
FORM 10-K.  [ ]
 
     The aggregate market value of the Class A Common voting stock held by
non-affiliates of the Registrant as of February 11, 1997 was $146,450,000 based
on the average price of $50.125 per share as recorded by the American Stock
Exchange.
 
     The number of shares outstanding of each of the issuer's classes of common
stock, as of February 11, 1997:
 
                       CLASS A COMMON STOCK -- 29,216,972
                       CLASS B COMMON STOCK --  2,000,000
 
     Documents Incorporated by Reference: Part III: The Company's Proxy
Statement for Annual Meeting of Stockholders to be held April 16, 1997.
 
================================================================================
<PAGE>   2
 
                             CROSS REFERENCE SHEET
 
<TABLE>
<CAPTION>
                         FORM 10-K ITEM                            LOCATION IN
                       NUMBER AND CAPTION                           FORM 10-K
                       ------------------                          -----------
<S>  <C>                                                           <C>
PART I:
 1.  Business....................................................  page 1
 2.  Properties..................................................  page 3
 3.  Legal Proceedings...........................................  page 5
 4.  Submission of Matters to a Vote of Security Holders.........  page 5
PART II:
 5.  Market for the Registrants' Common Stock and Related
       Security Holder Matters...................................  page 6
 6.  Selected Financial Data.....................................  page 7
 7.  Management's Discussion and Analysis of Financial Condition
       and
       Results of Operations.....................................  page 7
 8.  Financial Statements and Supplementary Data.................  page 13
 9.  Changes in and Disagreements with Accountants on Accounting
       and
       Financial Disclosure......................................  page 39
PART III:
10.  Directors and Executive Officers of the Registrant..........  page 39
11.  Executive Compensation......................................  page 39
12.  Security Ownership of Certain Beneficial Owners and
       Management................................................  page 40
13.  Certain Relationships and Related Transactions..............  page 40
PART IV:
14.  Exhibits, Financial Statement Schedules and Reports on
       Form 8-K..................................................  page 40
</TABLE>
<PAGE>   3
 
                                     PART I
ITEM 1  BUSINESS
 
     (a) FINA, Inc. (and subsidiaries, collectively the "Company" or "FINA") was
organized in 1956 as American Petrofina, Incorporated and is part of an
international group of about 166 companies in 34 countries which are affiliated
with PetroFina S.A., a publicly-held corporation organized under the laws of the
Kingdom of Belgium. Petrofina Delaware, Incorporated ("PDI") owns approximately
85% and 100% of the Class A and Class B common stock of the Company,
respectively. PetroFina S.A. owns 100% of PDI and American Petrofina Holding
Company.
 
     On February 25, 1997, the Company received a letter from PetroFina, S.A.
("PetroFina") proposing a merger transaction in which the Company would become a
wholly-owned affiliate of PetroFina. The transaction would be a negotiated
merger in which each holder of a Class A share not owned by PetroFina and its
affiliates would receive the equivalent of $60 U.S. per share in cash, PetroFina
shares or a combination of cash and PetroFina shares. PetroFina advised that it
intends to seek listing on The New York Stock Exchange of American Depositary
Receipts representing shares of PetroFina concurrently with the transaction.
Consummation of the merger would be subject, among other things, to approval of
the Board of Directors of the Company and the negotiation and execution of a
definitive merger agreement containing customary terms and conditions. In its
letter, PetroFina acknowledged that the Company may wish to consider the
proposal through a special committee of independent directors with its own
independent advisors and invited the Company's representatives to meet with
PetroFina advisors to discuss the proposal.
 
     Following receipt of the merger proposal, the Board of Directors of the
Company acting by written consent appointed a special committee of independent
directors (the "Special Committee") to review and evaluate the merger proposal
of PetroFina. The Special Committee consists of Ernesto Marcos, Robert L.
Mitchell and Patricia M. Wallington. Dr. Marcos and Ms. Wallington currently
serve as directors and Mr. Mitchell, a former director of the Company, was
re-elected to the Board for the specific purpose of serving on the Special
Committee. The members of the Special Committee are not and have not been
employees or officers of the Corporation or employees, officers or directors of
PetroFina and its affiliates. The Special Committee expects to retain
independent legal counsel and independent investment advisors to assist the
members of the Special Committee in carrying out their duties and
responsibilities.
 
     As of March 6, 1997, the Company has not responded to the PetroFina merger
proposal and will not do so until the Special Committee completes its review and
evaluation. It is anticipated that the review and evaluation process will be
completed in the next 60 days.
 
     The Company is aware of two shareholder suits filed in Delaware challenging
the proposed merger. See Item 3 of this Form 10-K Annual Report.
 
     FINA, Inc. is engaged, through its wholly-owned, main operating subsidiary,
Fina Oil and Chemical Company ("FOCC"), in crude oil and natural gas exploration
and production; petroleum products refining, supply and transportation and
marketing; and chemicals manufacturing and marketing. A wholly-owned subsidiary
of the Company, Fina Natural Gas Company, is engaged in natural gas marketing.
Fina Technology, Inc., a subsidiary of the Company, licenses certain proprietary
processes to others.
 
     Capital expenditures for 1996 were $263.3 million, or 21% above the prior
year's $218.4 million. Capital expenditures by segments of the Company are shown
in Note 14 to the Consolidated Financial Statements on pages 31 and 32.
Expenditures associated with refining, supply and transportation and marketing
were $72.2 million of the total capital expenditures primarily for efficiency
and yield improvement projects at both refineries and a marketing investment.
Expenditures of $125.3 million for exploration and production were attributable
primarily to exploration and development drilling activity. Expenditures
relating to chemicals were $54.3 million due to major expansions in two of the
Company's four product lines. The capital expenditures budget for 1997 is $261.6
million.
 
                                        1
<PAGE>   4
 
     No major individual assets or subsidiaries were acquired or disposed of
during the five years ending December 31, 1996.
 
     (b) Segment data is shown in Note 14 "Segment Data" to Consolidated
Financial Statements on pages 31 and 32.
 
     (c) The Company has grouped its businesses into (1) crude oil and natural
gas exploration and production, and natural gas marketing; (2) petroleum
products refining, supply and transportation and marketing; and (3) chemicals
manufacturing and marketing, primarily petrochemicals and plastics including
polypropylene, styrene monomer, polystyrene and high density polyethylene, and
the licensing of certain chemical processes. The energy products are produced by
FOCC, a Delaware corporation. Petrochemicals and plastics are manufactured by
FOCC and by Cos-Mar Company ("Cos-Mar"), a 50% owned joint venture.
 
     The Company markets gasoline and other refined products, including naphtha,
jet fuel, distillates, diesel fuel, heavy oils and asphalt, under the FINA(R)
brand or as unbranded products. FINA(R) transportation fuel products are
primarily sold through 2578 branded retail outlets, of which 38 are
company-owned service stations and the remainder are owned and operated by 225
independent businesses located in 13 states in the Southeastern and Southwestern
regions of the United States. The Company also markets petrochemicals and
plastics under the FINA(R) brand. Fina Natural Gas Company is engaged in natural
gas marketing.
 
     Following are products which accounted for more than 10% of consolidated
revenues in 1996, 1995 and 1994, and their appropriate percentage of revenues
for the three years:
 
<TABLE>
<CAPTION>
                                                             PERCENTAGE OF REVENUES
                                                             -----------------------
                                                              1996    1995    1994
                                                             ------- ------- -------
<S>                                                          <C>     <C>     <C>
Refined Products:
  Gasoline..................................................     30%     31%      29%
  Distillates...............................................     20%     19%      20%
Petrochemicals and Plastics.................................     29%     32%      28%
Natural Gas.................................................     12%      8%      14%
</TABLE>
 
     Additional segment data is shown in Note 14 "Segment Data" to Consolidated
Financial Statements on pages 31 and 32 herein.
 
     Sufficient raw material is available in the foreseeable future for
supplying the needs of the various manufacturing units of the Company, although
political situations in the important oil producing nations can aggravate the
supply situation in the United States where imports of oil are necessary to meet
demand.
 
     The Company licenses its patented chemical processes throughout the world.
The net earnings derived from licensing were not material to the consolidated
results of operations in 1996, 1995 and 1994.
 
     The business of the Company cannot be considered seasonal and is sensitive
to crude oil and natural gas pricing, margins between crude oil and refined
products and chemicals margins. There are, however, fluctuations, such as
increased demand for gasoline during summer months. Inflation increases the
costs of labor and supplies and increases costs of acquiring and replacing
property, plant and equipment.
 
     Inventories of refined products and crude oil vary according to the overall
supply environment and in anticipation of price increases or decreases. Payments
for crude oil are generally expected by the 20th day of the month following the
month in which the crude oil was delivered. Payments for refined products are
generally expected within 10 days of billing. Payments for chemicals are
generally expected within 30 days of billing. Credit is sometimes extended for a
longer period on products when there is a surplus, and in some cases, credit
terms are influenced by credit history and financial stability.
 
     No material part of the business is dependent on a single customer or a few
customers. Most of the Company's customers are located in the Southern and
Midwestern regions of the United States, except with respect to chemicals where
customers are located throughout the United States. No single customer accounted
for more than 5% of the Company's sales in 1996, 1995 or 1994, and no account
receivable from any customer exceeded 5% of the Company's consolidated
stockholders' equity at December 31, 1996, 1995 or 1994.
 
                                        2
<PAGE>   5
 
     No material portion of the business is subject to renegotiation of profits
or termination of contracts or subcontracts at the election of the government.
 
     In both the crude oil and natural gas exploration and production and
natural gas marketing segment and the petroleum products refining, supply and
transportation and marketing segment, the principal methods of competition are
price and availability of product. In the petroleum products and chemicals
segments, quality of the product is also a competitive factor.
 
     During 1996, $13.5 million was expended on pollution control and
environmental protection capital projects. It is estimated that environmental
capital expenditures will be approximately $12.6 million companywide in 1997.
Additionally, during 1996, $43.6 million was charged to expense relating to
ongoing environmental administration and maintenance activities at operating
facilities.
 
     The number of persons employed on December 31, 1996 was 2,615 full time and
49 part time.
 
     (d) Sales, operating profit (loss), and identifiable assets for the three
years ended December 31, 1996 were substantially all attributable to domestic
operations.
 
     (e) "Executive Officers of the Registrant" are described in Part III, Item
10.
 
ITEM 2  PROPERTIES
 
     (a) The Company owns and operates two refineries in Texas. The total raw
materials processed at both refineries averaged 211,000 barrels per day for
1996. The Port Arthur, Texas refinery is located on 1,231 acres in Jefferson
County, Texas and the Big Spring, Texas refinery is located on 1,259 acres in
Howard County, Texas.
 
     The polystyrene plant located in Carville, Louisiana is the largest
polystyrene manufacturing plant in the world; total net capacity is 1.025
billion pounds per year. The Carville, Louisiana plant, and the adjacent styrene
monomer plant discussed herein, are located on 358 acres in Iberville Parish,
Louisiana.
 
     The Company owns and operates a polypropylene plant at La Porte, Texas on
76.5 acres of land in Harris County, Texas. During 1996, the throughput capacity
was 1.5 billion pounds per year. The La Porte, Texas, plant is the largest
polypropylene manufacturing plant in the world.
 
     The Company purchased a high density polyethylene plant in 1992. The plant
is located in Harris County, Texas, in the Bayport area. The plant has a
capacity of 420 million pounds per year and is situated on 54.7 acres of land.
 
     The Company operates, for a 50% owned joint venture, a styrene monomer
plant located in Carville, Louisiana. Gross production capacity is 2 billion
pounds per year. This plant is the largest styrene plant in the world.
 
     A subsidiary of the Company owns a 33% interest in a propylene splitter at
Mont Belvieu, Texas, with an approximate capacity of 1.5 billion pounds per
year.
 
     Over 1,071 miles of crude oil gathering and mainline pipelines are owned
and operated by the Company, together with 372 miles of products pipelines which
are leased. The Company also owns storage terminals and owns and leases rail
tank cars which are used in its distribution systems.
 
     During 1994, the T/T Brooklyn, a 1.5 million-barrel-capacity tanker, had
its long-term lease terminated and the vessel was re-delivered to its owners.
 
     (b) Reserve Quantity information is shown in "Supplemental Oil and Gas Data
(Unaudited)" to Consolidated Financial Statements on pages 35 and 36.
 
     (c) 1. Location of Reserves. The Company's major crude oil reserves are
located in West Texas in the Permian Basin, and the Company's major gas reserves
are located in High Island A571 offshore in the Gulf of Mexico, at Mecom and
LaTerre in Louisiana, and in the Texas Rio Grande Valley. All of the Company's
proved oil and gas reserves are located in the United States.
 
                                        3
<PAGE>   6
 
        2. Reserves Reported to Other Agencies
 
     Total proved net oil and gas reserves as of December 31, 1995 were reported
to the Energy Information Agency of the U.S. Department of Energy in May 1996
(EIA-28) in the amounts of 35 million barrels of crude oil and natural gas
liquids and 314 BCF of natural gas.
 
     The reserve estimates reported above do not vary by more than five percent
from the similar amounts reported to the SEC for the same date.
 
        3. Production
 
<TABLE>
<CAPTION>
                                                              FISCAL YEAR
                                                           ENDED DECEMBER 31,
                                                        ------------------------
                                                         1996     1995     1994
                                                        ------   ------   ------
<S>                                                     <C>      <C>      <C>
Average Wellhead Sales Price:                        
  Crude Oil and Condensate ($/Bbl)....................  $19.33   $15.53   $14.27
  Natural Gas ($/MCF).................................  $ 2.45   $ 1.57   $ 1.85
Production (Lifting) Costs, including production     
  severance taxes ($BOE) (natural gas converted to   
  barrels at 6 MCF to 1 Bbl)..........................  $ 4.21   $ 4.35   $ 5.28
</TABLE>
 
     All of the Company's production is located in the United States. Any
volumes of natural gas liquids resulting from ownership of processing plant
facilities are not significant.
 
        4. Productive Wells and Acreage
 
     As of December 31, 1996:
 
<TABLE>
<CAPTION>
           PRODUCTIVE WELLS
  ----------------------------------
      GROSS                 NET              DEVELOPED ACREAGE
  --------------        ------------        --------------------
   OIL       GAS        OIL      GAS         GROSS         NET
  -----      ---        ---      ---        -------      -------
  <C>        <C>        <C>      <C>        <C>          <C>
  1,714      330        521      140        606,864      253,584
</TABLE>
 
        5. Undeveloped Lease Acreage
 
<TABLE>
<CAPTION>
                                                        GROSS             NET
                                                        -----             ---
<S>                                                 <C>              <C>
As of December 31, 1996...........................  603,955 acres    238,323 acres
</TABLE>
 
     Fee, mineral and royalty acreage was 1,036,180 net acres as of December 31,
1996.
 
        6. Drilling Activity
 
<TABLE>
<CAPTION>
                                  GROSS WELLS                    NET WELLS
                            YEAR ENDED DECEMBER 31,       YEAR ENDED DECEMBER 31,
                           -------------------------     -------------------------
                           1996      1995      1994      1996      1995      1994
                           -----     -----     -----     -----     -----     -----
<S>                        <C>       <C>       <C>       <C>       <C>       <C>
Exploratory            
  Productive.............    21        12         4       17.9       8.6       1.5
  Dry....................     8         5         4        6.0       3.2       1.2
                       
Development            
  Productive.............    77        31        73       40.8      10.9      30.1
  Dry....................     6         6         2        1.5       3.9       1.6
</TABLE>
 
        7. Present Activity as of December 31, 1996
 
<TABLE>
<S>                                                             <C>
DRILLING WELLS IN PROGRESS
-------------------------- 
Gross.......................................................      6.0
Net.........................................................      3.9
</TABLE>
 
                                        4
<PAGE>   7
 
     At all times the Company has contractual obligations to deliver natural
gas, usually on an "as needed" basis. Therefore, contract quantities are not
fixed and determinable. In May of 1989, the Company began purchasing gas
produced by unaffiliated companies for resale to the Company's customers. During
1996, 182,843 MMCF of gas was purchased and resold from both affiliated and
unaffiliated companies. The Company's obligations to deliver natural gas have
been met.
 
     On December 31, 1996, the Company was obligated to deliver 6,596,284
barrels of crude oil in January 1997, 2,343,561 barrels in February, 2,745,858
barrels in March and 1,759,355 barrels in April. The Company purchases crude oil
either at the lease, on the spot market or on the futures market to fulfill its
commitments. The Company met its contractual obligations to date.
 
ITEM 3  LEGAL PROCEEDINGS
 
     As of December 31, 1996, neither FINA, Inc. nor any of its subsidiaries was
a party to, nor was any of their property subject to, any uninsured material
pending legal proceedings or claim which exceeds 10% of the current assets.
 
     The Company understands that following the public announcement of the
merger proposal of PetroFina described in Item 1 of this Form 10-K Annual
Report, Alan R. Kahn and Kranie Stern, allegedly stockholders of the Company,
each filed suit in the Court of Chancery of the State of Delaware against
PetroFina, FINA and its directors at the date of filing. The suits, which
purport to be class actions, allege a breach of fiduciary duties and seek to
enjoin the merger or, if consummated, to set it aside. The Company will file an
answer to each of the suits denying the allegations and intends to contest the
litigation vigorously.
 
     Management believes that there is no environmental liability pertaining to
proceedings involving a governmental authority with sanctions in excess of
$100,000 which is reasonably foreseeable in relation to its business activities
and operational permits other than:
 
     1. On March 10, 1993, the United States of America ("USA"), on behalf of
        the Secretary of the Army and the Army Corps of Engineers ("Corps"),
        filed a lawsuit seeking injunctive relief requiring FOCC and others to
        restore and revegetate 37.5 acres of seagrass allegedly damaged during
        drilling. On December 16, 1993, the USA, at the request of the Corps,
        filed a second lawsuit seeking an injunction requiring FOCC to remove an
        oil wellhead and its associated structures from the Laguna Madre. A
        settlement has been reached assessing penalties against FOCC of $1.4
        million, and FOCC will assume responsibility for necessary seagrass
        remediation with substantial contribution from other parties.
 
     2. The Florida Department of Environmental Protection has conducted
        audits of three locations in Florida as part of an investigation into
        the repayment of disallowed credits. In two instances, final audit
        reports were issued with requests for repayment totaling $557,265. An
        initial report in the remaining audit has been issued requesting a
        refund of approximately $203,082. FOCC has filed requests for extension
        of time within which to file request for formal administrative
        proceedings.
 
     Environmental contingencies and the Company's policy regarding
environmental costs are discussed in Note 13 to the Consolidated Financial
Statements, on pages 29 and 30. A reserve has been established in accordance
with the policy. The level of future expenditures for environmental matters,
including clean-up obligations, is impossible to determine with any degree of
accuracy.
 
ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     There were no matters submitted to a vote of security holders during the
fourth quarter of the Company's fiscal year ended December 31, 1996.
 
                                        5
<PAGE>   8
 
                                    PART II
 
ITEM 5  MARKET FOR THE REGISTRANTS' COMMON STOCK AND RELATED SECURITY HOLDER
        MATTERS
 
     The Class A Common Stock of the Company is traded on the American Stock
Exchange under the symbol FI. On February 5, 1997, there were 29,216,972 Class A
Common Shares outstanding and 2,409 holders of the shares.
 
      COMMON STOCK MARKET PRICES BY QUARTER AND DIVIDEND PAID PER QUARTER
 
<TABLE>
<CAPTION>
                                                    1996                                  1995
                                      --------------------------------      --------------------------------
                                                              DIVIDEND                              DIVIDEND
                                        HIGH        LOW         PAID          HIGH        LOW         PAID
                                      --------    --------    --------      --------    --------    --------
<S>                                     <C>         <C>         <C>           <C>         <C>         <C>
1st Quarter........................... $51 7/8     $    47       $0.60       $41 3/4     $34 1/4        $.50
 
2nd Quarter...........................  55 1/4      48 3/8        0.70        46 3/4      40 3/4         .60
 
3rd Quarter...........................  55 1/2      48 7/8        0.70        50 7/8      45 3/4         .60
 
4th Quarter...........................  54 1/2      46 1/2        0.70        50 3/4      44 1/4         .60
</TABLE>
 
     The Stock Transfer Agent and Registrar of Stock is First Chicago Trust
Company of New York, P.O. Box 2500, Jersey City, New Jersey 07303-2500.
 
                                        6
<PAGE>   9
 
ITEM 6  SELECTED FINANCIAL DATA
 
                          FINA, INC. AND SUBSIDIARIES
 
                    SUMMARY OF FINANCIAL AND OPERATING DATA
 
<TABLE>
<CAPTION>
                                                            1996         1995         1994         1993         1992
                                                         ----------   ----------   ----------   ----------   ----------
                                                             (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND EMPLOYEES)
<S>                                                      <C>          <C>          <C>          <C>          <C>
FINANCIAL
Sales and other operating revenues.....................  $4,081,244   $3,606,637   $3,421,112   $3,416,223   $3,397,523
Depreciation, depletion, amortization, and lease
  impairment...........................................     171,029      213,964      185,961      198,341      194,804
Net earnings:
  Earnings before cumulative effect of accounting
    change.............................................     153,206      104,425      102,041       70,353       24,138
  Cumulative effect of accounting change(1)............          --           --           --           --      (34,320)
  Net earnings (loss)..................................     153,206      104,425      102,041       70,353      (10,182)
Earnings per common share:
  Earnings before cumulative effect of accounting
    change.............................................        4.91         3.35         3.27         2.26          .77
  Cumulative effect of accounting change(1)............          --           --           --           --        (1.10)
  Net earnings (loss)..................................        4.91         3.35         3.27         2.26         (.33)
Earnings prior to the adoption of SFAS 121:
  Net earnings.........................................          --      142,598           --           --           --
  Earnings per share...................................          --         4.57           --           --           --
Capital expenditures...................................     263,330      218,436      136,381      125,472      211,442
Long-term debt.........................................     584,983      496,331      531,162      740,058      890,389
Total long-term obligations............................     587,290      498,446      532,148      766,476      950,960
Total assets...........................................   2,855,822    2,487,718    2,493,862    2,511,353    2,924,475
Stockholders' equity...................................   1,247,285    1,178,057    1,144,807    1,098,827    1,076,966
Cash dividends per share...............................        2.70         2.30         1.80         1.60         1.60
Average shares outstanding.............................      31,214       31,198       31,188       31,180       31,126
OPERATIONS
Crude oil, condensate, and natural gas liquids produced
  (in thousands of net barrels)........................       3,808        3,749        4,556        5,905        7,164
Natural gas produced (in millions of cubic feet).......      56,719       52,119       52,864       67,924       75,589
Natural gas sold (in millions of cubic feet)...........     193,682      190,926      259,515      204,449      178,712
Total refinery throughput (barrels per day)............     211,000      220,000      215,000      198,000      187,000
Major petrochemicals and plastics sold (millions of
  pounds)..............................................       3,700        3,000        3,200        3,000        2,700
Company-branded service stations.......................       2,578        2,702        2,607        2,675        2,644
Undeveloped leasehold acreage (net)....................     212,625      209,167      189,723      203,734      257,836
Fee, mineral, and royalty acreage (net)................   1,036,180    1,035,922    1,036,342    1,045,108    1,056,963
Employees (year-end)...................................       2,664        2,693        2,770        3,224        3,369
</TABLE>
 
---------------
 
(1) Cumulative effect to January 1, 1992 of change in accounting for
    postretirement benefits other than pensions.
 
ITEM 7  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
 
DISCUSSION OF FINANCIAL INFORMATION
 
     Net income for 1996 was $153 million compared to $104 million in 1995 and
$102 million in 1994. Net income for 1995 was $143 million prior to an
accounting change for Statement of Financial Accounting Standards No. 121 ("SFAS
121") resulting in a $38 million reduction to net income.
 
     Earnings per common share in 1996 were $4.91. Earnings per common share in
1995, after SFAS 121, were $3.35 compared to $3.27 in 1994. Stockholders' equity
was $1.2 billion or $39.96 per common share, in 1996 compared to $1.2 billion,
or $37.75 per common share, in 1995 and $1.1 billion, or $36.70 per common
share, in 1994. The increase in stockholders' equity in 1996, 1995 and 1994 was
attributable to net income less annual dividends of $2.70 per share in 1996,
$2.30 per share in 1995 and $1.80 per share in 1994.
 
     Sales and other operating revenues for 1996 were $4.1 billion compared to
$3.6 billion in 1995 and $3.4 billion in 1994. The increase in 1996 was
primarily due to higher crude oil and natural gas prices, higher refined product
prices and higher chemical volumes.
 
                                        7
<PAGE>   10
 
     Total assets in 1996 were $2.9 billion. Total assets in 1995 and 1994 were
$2.5 billion. The increase in 1996 was principally due to capital expenditures
exceeding depreciation, depletion and amortization, additional investments in
affiliates, and an increase in receivables.
 
     Cost of raw materials and products purchased increased 16% in 1996
primarily due to higher crude oil and natural gas prices and higher chemical
volumes. Direct operating expenses as a percent of sales and other operating
revenues were relatively constant for 1996, 1995 and 1994.
 
     Selling, general and administrative expenses were $87.0 million, $86.2
million and $78.1 million in 1996, 1995 and 1994, respectively.
 
     Interest expense decreased in 1996 from 1995 and 1994 because of lower
interest rates, refinancing activities and lower average debt outstanding.
 
     Interest and other income for 1996 is a loss of $2.7 million compared to an
$11.1 million loss in 1995 and a $16.0 million gain in 1994. For 1995 and 1994,
the gain or the loss was primarily associated with asset sales of exploration
and production properties.
 
     Long-term balance sheet obligations less current installments were $587
million at year-end 1996, compared to $498 million at year-end 1995 and $532
million at the end of 1994. Total balance sheet debt was $696 million at
year-end 1996 compared to $554 million at year-end 1995 and $650 million at
year-end 1994. The increase in 1996 was primarily due to the termination of $120
million of off-balance-sheet financing which consisted of an $80 million
accounts receivable sale and a $40 million guaranteed Cos-Mar joint venture
borrowing from a bank which was replaced with an additional investment by the
Company.
 
     During the fourth quarter of 1995, the Company adopted SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of", ("SFAS 121") which resulted in a before-tax addition of
$58,723,000 to depreciation, depletion and amortization expense. After tax, the
additional charge was $38,173,000 or $1.22 per share. Under SFAS 121, the
Company now evaluates impairment of exploration and production assets on a
field-by-field basis rather than using a one country cost center for its proved
properties. On this basis, certain fields are impaired because they are not
expected to recover their entire book value from future cash flows. The value of
certain marketing assets in the Company's Downstream business were also impaired
under SFAS 121. As a result, the Company recognized a non-cash, pre-tax charge
of $52,523,000 related to its exploration and production assets and $6,200,000
related to its marketing assets. The fair values of the impaired assets were
determined by using the present value of expected future cash flows for the oil
and gas properties and sales prices for similar assets for marketing assets. If
estimated future cash flows are not achieved with respect to certain fields,
further writedowns may be required.
 
     Crude oil, refined products and chemical inventories are priced at the
lower of cost (last-in, first-out, "LIFO") or market on an aggregate basis.
Materials and supplies are priced at average cost, not in excess of market; in
the case of material salvaged, an allowance is made for obsolescence. The excess
of replacement cost of crude oil and refined products and chemicals over LIFO
cost at December 31, 1996 was approximately $65.8 million and $7.4 million at
December 31, 1995.
 
     The impact of the various lines of business on the financial position and
results of operations is discussed in the following text under appropriate
operating unit subheadings.
 
  Exploration and Production and Natural Gas Marketing
 
     Revenues and earnings (loss) before interest and income tax were $569.0
million and $69.3 million, $352.9 million and ($66.9 million), and $549.2
million and ($3.4 million) for 1996, 1995 and 1994, respectively. Increased net
earnings in 1996 were due to higher crude oil and natural gas prices, higher
production volumes, lower lifting costs, higher natural gas marketing earnings
and the effect of the SFAS 121 charge of $52.5 taken in 1995.
 
     Average crude oil, condensate and natural gas liquids production was 3.8
net million barrels in 1996, an increase from 3.7 net million barrels in 1995.
Natural gas production in 1996 was 56.7 billion cubic feet and 52.1 billion
cubic feet in 1995.
 
                                        8
<PAGE>   11
 
     Average wellhead prices for crude rose $3.80 per barrel to $19.33 in 1996.
Average wellhead prices for natural gas were $2.45 per MCF in 1996, up from
$1.57 per MCF in 1995.
 
     Increased drilling activity resulted in record reserve additions of 26.1
million barrels of oil equivalent. Finding and development costs in 1996 were
$5.71 per barrel oil equivalent, compared to $6.03 in 1995. Lifting costs, at
$4.21 per barrel oil equivalent, were improved from $4.35 in 1995.
 
     The Company participated in 29 gross exploratory wells, compared to 17 in
1995 and 8 in 1994. The success rate was 72% compared to 71% in 1995 and 50% in
1994. The Company's participation in net exploratory wells was 23.9, compared
with 11.8 in 1995 and 2.7 in 1994. The success rate for net exploratory wells
was 75% compared to 73% in 1995 and 56% in 1994.
 
     Natural Gas Marketing sales volumes of 500 million cubic feet per day in
1996 increased from 494 million cubic feet per day in 1995.
 
  Refining, Supply and Transportation and Marketing
 
     Revenues and earnings (loss) before interest and income tax were $2.5
billion and ($16.8 million), $2.2 billion and ($4.7 million) and $2.0 billion
and $47.2 million for 1996, 1995 and 1994, respectively.
 
     Lower results during 1996 were primarily due to lower industry fuels and
aromatics margins and increased turnaround activity at both refineries. These
factors were partially offset by improved yields and plant operations.
 
     1996 was the fifth consecutive year of low Gulf Coast industry margins
primarily due to increased supplies attributed to debottlenecking of industry
upgrading capacity and increased imports. Lower aromatics margins generally
reflected increased supplies from reducing aromatics in gasoline and increased
extraction capacity.
 
     Refinery operations in 1996 included a throughput of 211,000 barrels per
day. Throughput was limited by scheduled major turnarounds at the Port Arthur,
Texas Refinery and in the Big Spring, Texas Refinery which occurs only once
every four years, and by product pipeline constraints. At the Big Spring, Texas
Refinery, a major Fluid Catalytic Cracking Unit enhancement improved yields of
higher value products, but the financial benefits were generally offset by the
planned turnaround.
 
  Chemicals
 
     Revenues and earnings before interest and income taxes were $1.0 billion
and $231.2 million, $1.1 billion and $290.6 million and $890.3 million and
$164.4 million for 1996, 1995 and 1994, respectively.
 
     Chemicals was the largest contributor to earnings, although down 20.4% from
1995 due to a 40% drop in industry margins reflecting new capacity additions
only partially offset by higher volumes. Record production was achieved at all
sites; styrene was up 10%, polystyrene up 27%, polypropylene up 37% and
polyethylene up 9%.
 
     Total chemical sales volumes were up 25% versus the prior year reflecting
the higher production levels and major expansion projects at the polypropylene
and polystyrene plants.
 
     In mid-June, a 250 million pound per year crystal polystyrene production
line was completed, making the Carville, Louisiana Polystyrene Plant the largest
polystyrene plant in the world. At the Polypropylene Plant in LaPorte, Texas, a
500 million pound-per-year expansion started up at the end of 1995, making it
the largest polypropylene plant in the world, and it operated in a sold-out
position throughout the year. Capacity was doubled at the joint venture
Propylene Splitter Plant near Houston. Project implementation began on an
expansion of the High Density Polyethylene Plant near Houston that will double
the facility's production capacity when completed in mid-1998. Engineering also
began on another expansion at the Polypropylene Plant which could further
increase capacity by 550 million pounds in late 1998.
 
                                        9
<PAGE>   12
 
ENVIRONMENTAL MATTERS
 
     The Company was contingently liable at December 31, 1996, under pending
lawsuits and other claims, some of which involved substantial sums. Considering
certain liabilities or reserves that have been set up for the lawsuits and
claims, and the difficulty in determining the ultimate liability in some of
these matters, internal counsel is of the opinion that the amounts, if any, that
ultimately might be due in connection with such lawsuits and claims would not
have a material adverse effect upon the Company's consolidated financial
condition.
 
     The Company is subject to loss contingencies pursuant to federal, state and
local environmental laws and regulations. These regulations, which are currently
changing, regulate the discharge of materials into the environment and may
require the Company to incur future obligations to investigate the effects of
the release or disposal of certain petroleum, chemical and mineral substances at
various sites; to remediate or restore these sites; to compensate others for
damage to property and natural resources and for remediation and restoration
costs. These possible obligations relate to sites owned by the Company or others
and associated with past or present operations, including sites at which the
Company has been identified as a Potentially Responsible Party ("PRP") under the
federal Superfund laws and comparable state laws. The Company is currently
participating in environmental investigations, assessments and cleanups under
these regulations at federal Superfund and state-managed sites, as well as other
cleanup sites, including operating and closed refineries, chemical facilities,
service stations, pipelines and terminals. The Company may in the future be
involved in additional environmental investigations, assessments and cleanups.
The magnitude of future costs will depend on factors such as the unknown nature
of contamination at many sites, the unknown timing, extent and method of the
remedial actions which may be required and the determination of the Company's
liability in proportion to other responsible parties.
 
     Environmental expenditures are expensed or capitalized depending on their
future economic benefit. Expenditures that relate to an existing condition
caused by past operations and that have no future economic benefit are expensed.
Liabilities for expenditures of a noncapital nature are recorded when
environmental assessment and/or remediation is probable, and the costs can be
reasonably estimated. The Company has accrued for environmental remediation
obligations of $20,339,000 and $20,856,000 at December 31, 1996 and 1995,
respectively. Substantially all amounts accrued are expected to be paid out over
the next five to six years. The level of future expenditures for environmental
remediation obligations is impossible to determine with any degree of
reliability. The Company spent approximately $13,484,000 and $14,782,000 at
December 31, 1996 and 1995, respectively, in capital expenditures for
environmental protection and for compliance with federal, state and local
environmental laws and regulations. In addition, the Company expensed
$43,621,000 and $43,135,000 in 1996 and 1995, respectively, for ongoing
environmental administration and maintenance activities at operating facilities.
The Company also paid $10,165,000 for Superfund taxes in 1995. Total
environmental cash expenditures are expected to increase over an extended period
of time. Estimated environmental capital expenditures for 1997 are $12,598,000.
 
CAPITAL RESOURCES AND LIQUIDITY
 
     The Company's cash liquidity requirements for working capital, capital
expenditures, acquisitions and debt interest over the past three years were
financed primarily by a combination of funds generated from operations,
borrowings and dispositions of assets.
 
     Operating cash flows, defined as earnings before interest, taxes,
depreciation, depletion, amortization and lease impairment (EBITDA), was $437.5
million in 1996 compared to $417.9 million in 1995 and $382.9 million in 1996.
The increase in 1996 operating cash flows compared to 1994 and 1995 are the
result of increased operating profits by the Company due to improved Chemical
profits in 1995 and higher Upstream profits in 1996.
 
     During 1996, cash provided by operating activities totaled $221.6 million,
compared with $366.2 million in 1995 and $275.4 million in 1994. Cash flow from
operating activities during 1995 increased $90.2 million compared to the prior
year primarily resulting from a $46.5 million reduction of working capital and a
$40.6 million improvement to earnings prior to the non-cash impact of SFAS 121.
Cash flow from operating
 
                                       10
<PAGE>   13
 
activities during 1996 decreased $144.6 million compared to 1995 primarily due
to the termination of the $80 million account receivable sale and a $10.4
million increase in working capital in 1996 compared to the $46.5 million
decrease in working capital in 1995.
 
     The Company's year-end 1996 balance sheet debt was $696 million compared to
$554 million at year-end 1995 and $650 million at year-end 1994. The increase in
debt during 1996 was primarily due to the termination of the $120 million of
off-balance-sheet financing. During 1995, debt was reduced primarily with
proceeds from the sale of assets and funds from operations. The majority
stockholder of the Company has not been the principal lender in the past three
years.
 
     In July 1996, the Company offered initial public debt of $125 million
five-year notes at market rates. The proceeds were used to refinance debt at
lower costs. The public debt was registered with the Securities and Exchange
Commission on Form S-3 in June 1996 and carried credit ratings of single A from
Standard & Poor's and A-3 from Moody's Investors Service.
 
     The Company replaced its short term bank borrowings with a $400 million
commercial paper program supported fully by its unused revolving credit facility
in the third quarter of 1996.
 
     In 1993, the Company entered into long-term note agreements with certain
insurance companies that provided for unsecured borrowings aggregating $275
million under Series A, Series B, and Series C Senior Notes. Proceeds from these
notes were used to repay other debt.
 
     The Company has an unsecured revolving credit facility with a group of
banks in the amount of $425 million. Under the facility, the Company has
available credit in an amount of $325 million through February 2002.
 
     The Company paid dividends of $2.70 per share in 1996, $2.30 per share in
1995 and $1.80 per share in 1994.
 
     The Company believes that cash provided by operations, together with
borrowings available under the revolving credit facility with banks, will be
sufficient to fund the Company's working capital requirements, capital
expenditures, principal, interest and dividends.
 
  Capital Expenditures
 
<TABLE>
<CAPTION>
                                                 1996        1995      1994
                                               --------    --------  --------
                                                       (IN THOUSANDS)
<S>                                            <C>         <C>       <C>
Exploration, Production and Natural Gas....... $125,254    $ 55,606  $ 49,299
Refining, Supply and Transportation and    
  Marketing...................................   72,231      42,234    48,817
Chemicals.....................................   54,318     113,911    33,579
Corporate and Other...........................   11,517       6,685     4,686
                                               --------    --------  --------
          Total............................... $263,330    $218,436  $136,381
</TABLE>
 
     1996 capital expenditures were 21% above 1995. The projected capital
expenditures budget in 1997 is $262 million.
 
IMPACT OF INFLATION AND CHANGING PRICES
 
     The business of the Company is not seasonal but is sensitive to crude oil
and natural gas pricing, margins between crude oil and refined products and
chemical margins. Inflation impacts the Company by increasing costs of labor and
supplies, and increasing costs of acquiring and replacing property, plant and
equipment. The replacement cost of property, plant and equipment is generally
greater than the historical cost as a result of inflation.
 
     Market conditions continue to be the primary factor in determining the
prices and costs of Company products.
 
                                       11
<PAGE>   14
 
MANAGEMENT RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
 
     The management of FINA, Inc. is responsible for the financial information
and representations contained in the Consolidated Financial Statements and other
sections of this Annual Report on Form 10-K. The Company believes that the
financial statements fairly reflect the substance of its transactions and
present its consolidated financial position and results of operations in
conformity with generally accepted accounting principles. In preparing the
Consolidated Financial Statements, the Company is required to include amounts
that are based on estimates and judgments which the Company believes are
reasonable under the circumstances.
 
     The Company has developed and maintains a system of internal accounting
controls designed to provide reasonable assurance that assets are safeguarded
from loss or unauthorized use and that transactions are properly recorded. In
establishing and maintaining internal controls, management must exercise
judgment in determining that the cost of such controls does not exceed the
benefits to be derived.
 
     The Board of Directors exercises its oversight role for the Consolidated
Financial Statements through its Audit Committee, which is composed solely of
directors who are not officers or employees of the Company. The Audit Committee
meets with Company management, internal auditors and the independent auditors to
review the audit scope and any recommendations for improvements in the Company's
internal accounting controls. The independent auditors are engaged to provide an
objective, independent view of the fairness of reported operating results and
financial condition.
 
                                       12
<PAGE>   15
 
ITEM 8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
                          FINA, INC. AND SUBSIDIARIES
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                       AND FINANCIAL STATEMENT SCHEDULES
 
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Independent Auditors' Report................................   14
Consolidated Balance Sheet -- December 31, 1996 and 1995....   15
Consolidated Statement of Operations -- Three years ended
  December 31, 1996.........................................   16
Consolidated Statement of Stockholders' Equity -- Three
  years ended December 31, 1996.............................   17
Consolidated Statement of Cash Flows -- Three years ended
  December 31, 1996.........................................   18
Notes to Consolidated Financial Statements..................   19
Schedule II -- Consolidated Valuation and Qualifying
  Accounts -- Three years ended December 31, 1996...........   38
</TABLE>
 
     All other schedules are omitted as the required information is inapplicable
or presented in the consolidated financial statements or related notes.
 
                                       13
<PAGE>   16
 
                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors and Stockholders
FINA, Inc.:
 
     We have audited the consolidated financial statements of FINA, Inc. and
subsidiaries as listed in the accompanying index. In connection with our audits
of the consolidated financial statements, we also have audited the consolidated
financial statement schedule as listed in the accompanying index. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of FINA, Inc.
and subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1996, in conformity with generally accepted accounting
principles. Also, in our opinion, the related consolidated financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
 
     As discussed in note 6 to the consolidated financial statements, the
Company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" in
1995.
 
                                            KPMG Peat Marwick LLP
 
Dallas, Texas
January 27, 1997, except as to
  the third paragraph of note 
  1(a) and note 17, which are 
  as of February 25, 1997,
  and the third paragraph of
  note 3, which is as of
  February 27, 1997
 
                                       14
<PAGE>   17
 
                          FINA, INC. AND SUBSIDIARIES
 
                           CONSOLIDATED BALANCE SHEET
                           DECEMBER 31, 1996 AND 1995
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                              1996          1995
                                           ----------    ----------
<S>                                        <C>           <C>
Current assets:
  Cash and cash equivalents.............   $    1,585    $    7,271
  Accounts and notes receivable, less
     allowance for doubtful receivables
     of $6,073 in 1996 and $6,711 in
     1995...............................      552,553       336,246
  Inventories...........................      318,565       301,496
  Deferred Federal income taxes.........       17,408        30,455
  Prepaid expenses and other current
     assets.............................       14,587        12,963
                                           ----------    ----------
          Total current assets..........      904,698       688,431
                                           ----------    ----------
Investments in and advances to
  affiliates............................       77,594        17,669
Net property, plant, and equipment, at
  cost, (successful efforts method for
  oil and gas properties)...............    1,720,965     1,662,887
Deferred charges and other assets, at
  cost less applicable amortization.....      152,565       118,731
                                           ----------    ----------
                                           $2,855,822    $2,487,718
                                           ==========    ==========
 
               LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
  Short term obligations................   $   71,735    $   20,000
  Current installments of long term debt
     and lease obligations..............       37,188        35,474
  Accounts payable......................      528,713       368,008
  Accrued liabilities...................      104,321       120,447
                                           ----------    ----------
          Total current liabilities.....      741,957       543,929
                                           ----------    ----------
Long term debt and lease obligations,
  excluding current installments........      587,290       498,446
Deferred Federal income taxes...........      183,613       177,229
Other deferred credits and
  liabilities...........................       95,677        90,057
Stockholders' equity:
  Preferred stock of $1 par value.
     Authorized 4,000,000 shares;
     none issued........................           --            --
  Class A common stock of $.50 par
     value. Authorized 38,000,000
     shares; issued 29,216,172 shares in
     1996 and 29,207,572 shares in
     1995...............................       14,608        14,604
  Class B common stock of $.50 par
     value. Authorized and issued
     2,000,000 shares...................        1,000         1,000
Additional paid-in capital..............      450,899       450,601
Retained earnings.......................      780,778       711,852
                                           ----------    ----------
          Total stockholders' equity....    1,247,285     1,178,057
Commitments and contingencies...........           --            --
                                           ----------    ----------
                                           $2,855,822    $2,487,718
                                           ==========    ==========
</TABLE>
 
          See accompanying Notes to Consolidated Financial Statements.
 
                                       15
<PAGE>   18
 
                          FINA, INC. AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      THREE YEARS ENDED DECEMBER 31, 1996
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                            1996          1995          1994
                                                         ----------    ----------    ----------
<S>                                                      <C>           <C>           <C>
Revenues:
  Sales and other operating revenues...................  $4,081,244    $3,606,637    $3,421,112
  Interest and other income, net.......................      (2,742)      (11,111)       15,987
                                                         ----------    ----------    ----------
                                                          4,078,502     3,595,526     3,437,099
                                                         ----------    ----------    ----------
Costs and expenses:
  Cost of raw materials and products purchased.........   3,099,671     2,673,521     2,525,139
  Direct operating expenses............................     393,250       361,711       398,269
  Selling, general and administrative expenses.........      87,027        86,247        78,054
  Taxes, other than on income..........................      49,738        43,533        44,562
  Dry holes and abandonments...........................      11,277        12,638         8,156
  Depreciation, depletion, amortization and lease
     impairment (1995 includes $58,723 for adoption of
     SFAS 121).........................................     171,029       213,964       185,961
  Interest.............................................      43,137        50,707        47,023
  Less interest capitalized............................      (4,889)       (7,873)       (2,422)
                                                         ----------    ----------    ----------
                                                          3,850,240     3,434,448     3,284,742
                                                         ----------    ----------    ----------
          Earnings before income taxes.................     228,262       161,078       152,357
                                                         ----------    ----------    ----------
Income taxes:
  Current:
     Federal...........................................      50,896        39,401        23,351
     State.............................................       4,729         8,801         2,750
  Deferred -- Federal..................................      19,431         8,451        24,215
                                                         ----------    ----------    ----------
                                                             75,056        56,653        50,316
                                                         ----------    ----------    ----------
          Net earnings.................................  $  153,206    $  104,425    $  102,041
                                                         ==========    ==========    ==========
Earnings per common share:.............................  $     4.91    $     3.35    $     3.27
                                                         ==========    ==========    ==========
</TABLE>
 
          See accompanying Notes to Consolidated Financial Statements.
 
                                       16
<PAGE>   19
 
                          FINA, INC. AND SUBSIDIARIES
 
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      THREE YEARS ENDED DECEMBER 31, 1996
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                     COMMON STOCK      ADDITIONAL                  TOTAL
                                       PREFERRED   -----------------    PAID-IN     RETAINED   STOCKHOLDERS'
                                         STOCK     CLASS A   CLASS B    CAPITAL     EARNINGS      EQUITY
                                       ---------   -------   -------   ----------   --------   -------------
<S>                                    <C>         <C>       <C>       <C>          <C>        <C>
Balance at December 31, 1993.........    $ --      $14,594   $1,000     $449,952    $633,281    $1,098,827
Shares issued in connection with
  employee benefit plans, 2,400
  shares.............................      --            1       --           77          --            78
Net earnings.........................      --           --       --           --     102,041       102,041
Dividends paid, $1.80 per share......      --           --       --           --     (56,139)      (56,139)
                                         ----      -------   ------     --------    --------    ----------
Balance at December 31, 1994.........      --       14,595    1,000      450,029     679,183     1,144,807
Shares issued in connection with
  employee benefit plans, 18,168
  shares.............................      --            9       --          632          --           641
Expenses from stock split............      --           --       --          (60)         --           (60)
Net earnings.........................      --           --       --           --     104,425       104,425
Dividends paid, $2.30 per share......      --           --       --           --     (71,756)      (71,756)
                                         ----      -------   ------     --------    --------    ----------
Balance at December 31, 1995.........      --       14,604    1,000      450,601     711,852     1,178,057
Shares issued in connection with
  employee benefit plans, 8,600
  shares.............................      --            4       --          299          --           303
Expenses from stock split............      --           --       --           (1)         --            (1)
Net earnings.........................      --           --       --           --     153,206       153,206
Dividends paid, $2.70 per share......      --           --       --           --     (84,280)      (84,280)
                                         ----      -------   ------     --------    --------    ----------
Balance at December 31, 1996.........    $ --      $14,608   $1,000     $450,899    $780,778    $1,247,285
                                         ====      =======   ======     ========    ========    ==========
</TABLE>
 
          See accompanying Notes to Consolidated Financial Statements.
 
                                       17
<PAGE>   20
 
                           FINA, INC AND SUBSIDIARIES
 
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      THREE YEARS ENDED DECEMBER 31, 1996
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                            1996         1995         1994
                                          ---------    ---------    ---------
<S>                                       <C>          <C>          <C>
Cash flows from operating activities:
  Net earnings..........................  $ 153,206    $ 104,425    $ 102,041
  Adjustments to reconcile net earnings
     to net cash provided by operating
     activities:
     Depreciation, depletion,
       amortization, lease impairment
       and abandonments.................    171,313      214,952      190,044
     Net equity in losses of
       affiliates.......................      5,598        4,713        6,269
     Loss (gain) on sale of assets......     (4,977)       6,245      (18,768)
     Deferred income taxes..............     19,431        8,451       24,215
     Changes in assets and liabilities:
       Accounts and notes receivable....   (216,307)      29,368      (72,345)
       Inventories......................    (17,069)     (14,958)     (22,002)
       Prepaid expenses and other
          current assets................     (1,624)      (3,950)       1,947
       Accounts payable and accrued
          liabilities...................    144,579       36,068       55,235
       Other............................    (32,551)     (19,140)       8,741
                                          ---------    ---------    ---------
          Net cash provided by operating
            activities..................    221,599      366,174      275,377
                                          ---------    ---------    ---------
Cash flows from investing activities:
  Additions to property, plant and
     equipment..........................   (234,978)    (213,142)    (133,928)
  Proceeds from sales of assets.........     14,901       23,751       68,170
  Investments in and advances to
     affiliates.........................    (65,600)      (7,582)      (3,430)
  Dividends received in excess of equity
     in earnings of
     affiliates.........................         77        1,954       10,699
                                          ---------    ---------    ---------
          Net cash used in investing
            activities..................   (285,600)    (195,019)     (58,489)
                                          ---------    ---------    ---------
Cash flows from financing activities:
  Additions to long term debt and lease
     obligations........................    326,199      127,451       52,040
  Payments of long term debt and lease
     obligations........................   (235,641)    (186,693)    (236,610)
  Net change in short term
     obligations........................     51,735      (37,000)      24,000
  Issuance of common stock..............        302          581           78
  Dividends paid........................    (84,280)     (71,756)     (56,139)
                                          ---------    ---------    ---------
          Net cash provided by (used in)
            financing activities........     58,315     (167,417)    (216,631)
                                          ---------    ---------    ---------
Net increase (decrease) in cash and cash
  equivalents...........................     (5,686)       3,738          257
Cash and cash equivalents at beginning
  of year...............................      7,271        3,533        3,276
                                          ---------    ---------    ---------
Cash and cash equivalents at end of
  year..................................  $   1,585    $   7,271    $   3,533
                                          =========    =========    =========
</TABLE>
 
          See accompanying Notes to Consolidated Financial Statements.
 
                                       18
<PAGE>   21
 
                          FINA, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 1996
 
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
(A) GENERAL
 
     FINA, Inc. with subsidiaries ("the Company") is an integrated energy
company. The Company's principal lines of business are crude oil and natural gas
exploration and production and natural gas marketing ("Upstream"); petroleum
products refining, supply and transportation and marketing ("Downstream"); and
chemicals manufacturing and marketing ("Chemicals"). The principal markets for
refined products are domestic wholesale and retail markets while natural gas is
sold primarily to domestic marketers and local distribution companies.
Petrochemical and plastic products are primarily sold to domestic manufacturers
of fiber, film, packaging and consumable products. Raw materials are readily
available and the Company is not dependant upon a single supplier or a few
suppliers.
 
     Class A and Class B common stock are identical in all respects except on
any vote for the election of directors. The holders of record of the Class B
Common Stock are entitled to elect the smallest number comprising more than half
of the directors to be elected and the remaining directors are elected by the
holders of record of the Class A Common Stock voting separately as a class.
Petrofina Delaware, Incorporated ("PDI") owns 100% of the Class B common stock
and approximately 85% of the Class A common stock. PetroFina S.A. ("PetroFina"),
a Belgian publicly-held corporation, owns 100% of American Petrofina Holding
Company which owns 100% of the stock of PDI.
 
     On February 25, 1997, the Company received a letter from PetroFina
proposing a merger transaction in which the Company would become a wholly-owned
affiliate of PetroFina. The transaction would be a negotiated merger in which
each holder of a Class A share not owned by PetroFina and its affiliates would
receive the equivalent of $60 U.S. per share in cash, PetroFina shares or a
combination of cash and PetroFina shares. PetroFina advised that it intends to
seek listing on The New York Stock Exchange of American Depositary Receipts
representing shares of PetroFina concurrently with the transaction. Consummation
of the merger would be subject, among other things, to approval of the Board of
Directors of the Company and the negotiation and execution of a definitive
merger agreement containing customary terms and conditions.
 
(B) PRINCIPLES OF CONSOLIDATION
 
     The consolidated financial statements include the accounts of the Company
and all of its significant subsidiaries. All significant intercompany balances
and transactions have been eliminated in consolidation.
 
(C) STATEMENTS OF CASH FLOWS
 
     For purposes of reporting cash flows, all certificates of deposit and short
term highly liquid debt instruments, such as U.S. Treasury bills and notes, with
original maturities of three months or less are considered cash equivalents.
 
     The indirect method is used to present cash flows from operating
activities. Additional cash flow information follows:
 
<TABLE>
<CAPTION>
                                            1996       1995       1994
                                           -------    -------    -------
                                                  (IN THOUSANDS)
<S>                                        <C>        <C>        <C>
Interest paid, net of amounts
  capitalized...........................   $36,299    $45,249    $44,807
                                           =======    =======    =======
Income taxes paid, net of refunds
  received..............................   $31,431    $38,132    $33,001
                                           =======    =======    =======
</TABLE>
 
                                       19
<PAGE>   22
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Capital lease obligations of $27,548,000 in 1994 were converted into debt
as a result of termination of time charters relating to tankers.
 
(D) INVESTMENTS IN AFFILIATES
 
     Investments in affiliates in which the Company owns between 20% and 50% of
the voting stock are carried at amortized cost adjusted for changes in equity
since acquisition.
 
(E) INVENTORIES
 
     Crude oil and refined products and chemicals are priced at the lower of
cost (last-in, first-out) ("LIFO") or market on an aggregate basis. Materials
and supplies are priced at average cost, not in excess of market, less an
allowance for obsolescence. The excess of replacement cost of crude oil and
refined products and chemicals over LIFO cost was $65,846,000 at December 31,
1996 and $7,356,000 at December 31, 1995.
 
     Certain inventory quantities were reduced, resulting in liquidations of
LIFO inventory which decreased pretax earnings by approximately $4,400,000 in
1995.
 
     A summary of inventories follows:
 
<TABLE>
<CAPTION>
                                                     DECEMBER 31
                                           --------------------------------
                                             1996        1995        1994
                                           --------    --------    --------
                                                    (IN THOUSANDS)
<S>                                        <C>         <C>         <C>
Crude oil and refined products and
  chemicals.............................   $286,949    $267,907    $250,808
Materials and supplies..................     31,616      33,589      35,730
                                           --------    --------    --------
                                           $318,565    $301,496    $286,538
                                           ========    ========    ========
</TABLE>
 
(F) PROPERTY, PLANT AND EQUIPMENT
 
     Oil and gas properties are accounted for in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 19. Costs to acquire mineral
interests in oil and gas properties, to drill exploratory wells that find proved
reserves and to drill and equip development wells are capitalized. Geological
and geophysical costs and costs to drill exploratory wells that do not find
proved reserves are expensed.
 
     Unproved oil and gas properties that are individually significant are
periodically assessed for impairment of value and, if necessary, a loss is
recognized by providing an impairment allowance. The remaining unproved oil and
gas properties are aggregated and an overall impairment allowance is provided
based on prior experience. Capitalized costs of proved oil and gas properties
are depreciated and depleted by the unit-of-production method based on proved
oil and gas reserves estimated by Company engineers.
 
     Substantially all other property, plant and equipment is depreciated by the
straight-line method at rates based on the estimated useful lives of the classes
of property.
 
     Interest is capitalized as a component of the cost of construction and
development projects in progress.
 
     Repairs and maintenance are charged to earnings as incurred. Renewals and
betterments are capitalized. When assets are sold, retired or otherwise disposed
of, the applicable costs and reserves are removed from the accounts and the
resulting gain or loss is recognized.
 
(G) RESEARCH AND DEVELOPMENT
 
     Research and development costs, which are expensed as incurred, amounted to
$15,192,000, in 1996, $13,200,000 in 1995 and $12,024,000 in 1994.
 
                                       20
<PAGE>   23
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
(H) INCOME TAXES
 
     Income taxes are accounted for pursuant to SFAS 109 "Accounting for Income
Taxes." The Company files a consolidated Federal income tax return with PDI and
its affiliates. Under the terms of the tax sharing agreement with PDI, the
Company is allocated Federal income taxes on a separate return basis.
 
(I) EARNINGS PER COMMON SHARE
 
     Earnings per common share is based on the weighted average number of
outstanding shares. Shares issuable upon the exercise of stock options are
excluded from the computation since their effect is insignificant.
 
(J) FINANCIAL INSTRUMENTS
 
     The Company utilizes derivative financial instruments to manage market
risks and reduce its exposure resulting from fluctuations in interest rates and
the prices of crude oil, refined products and natural gas. Derivative
instruments used include swap agreements, futures and options contracts and
forward purchase commitments. Gains and losses related to qualifying hedges are
deferred and included in the measurement of the related transaction, when the
hedged transaction occurs. Realized and unrealized changes in the fair value of
the remaining derivative financial instruments and forward commitments are
recognized in income in the period in which the change occurs. The Company's
practice is to not hold or issue financial instruments for trading purposes.
 
     Instruments are either exchange-traded or with counterparties of high
credit quality; therefore, the risk of nonperformance by the counterparties is
considered to be negligible. Additional information regarding financial
instruments is shown in Note 4.
 
(K) USE OF ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
(2) PROPERTY, PLANT AND EQUIPMENT
 
     A summary of property, plant and equipment follows:
 
<TABLE>
<CAPTION>
                                                 DECEMBER 31
                                           ------------------------
                                              1996          1995
                                           ----------    ----------
                                                (IN THOUSANDS)
<S>                                        <C>           <C>
Proved oil and gas properties...........   $  975,173    $  905,554
Unproved oil and gas properties.........      263,395       232,085
Refining and marketing facilities.......    1,371,879     1,342,609
Chemical facilities.....................      495,950       449,034
Pipelines...............................       68,063        75,126
Other...................................       50,523        47,124
                                           ----------    ----------
                                            3,224,983     3,051,532
Less accumulated depreciation,
  depletion, amortization and lease
  impairment............................    1,504,018     1,388,645
                                           ----------    ----------
                                           $1,720,965    $1,662,887
                                           ==========    ==========
</TABLE>
 
                                       21
<PAGE>   24
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Property, plant and equipment includes capitalized lease obligations and
related accumulated depreciation of $5,530,000 and $2,242,000 at December 31,
1996, respectively, and $8,102,000 and $4,823,000 at December 31, 1995,
respectively.
 
(3) CURRENT AND LONG TERM DEBT
 
     Short term obligations at December 31, 1996 include $2,000,000 of
short-term notes and $269,735,000 of commercial paper of which $200,000,000 was
classified as long term debt and discussed in the following paragraph. Short
term obligations at December 31, 1995 included $20,000,000 of short term notes.
Weighted average interest rates for these obligations at December 31, 1996 and
1995 were 5.53% and 5.85%, respectively.
 
     A summary of long term debt follows:
 
<TABLE>
<CAPTION>
                                               DECEMBER 31
                                           -------------------
                                             1996       1995
                                           --------   --------
                                             (IN THOUSANDS)
<S>                                        <C>        <C>
Revolving credit agreement, with PDI....   $     --   $150,000
Commercial Paper (5.39% to 6.65%).......    200,000         --
6.64% Series A Senior Notes, due May 1,
  2000..................................     93,600    117,000
6.78% Unsecured Notes, due July 15,
  2001..................................    123,736         --
7.13% Series B Senior Notes, due May 1,
  2002..................................    125,000    125,000
7.57% Series C Senior Notes, due May 1,
  2003..................................     33,000     33,000
Other...................................     44,731    105,579
                                           --------   --------
          Total long term debt..........    620,067    530,579
Less current installments of long term
  debt..................................     35,084     34,248
                                           --------   --------
          Long term debt, excluding
            current installments........   $584,983   $496,331
                                           ========   ========
</TABLE>
 
     The Company has a $400,000,000 revolving bank credit facility through May
2000 of which none was outstanding under the facility at December 31, 1996. The
Company intends to use borrowings under this facility to finance the repayment
of $200,000,000 of commercial paper, classified as long term debt at December
31, 1996. Borrowings under the credit facility bear interest at various market
rate options. This facility was subsequently replaced on February 27, 1997 with
an amended facility with similar terms.
 
     The Senior Notes and the bank revolving credit facility contain provisions
that limit mergers and sales of assets, limit the incurrence of indebtedness and
restrict payments to stockholders. No material amounts of current and long term
debt are collateralized by Company assets.
 
     Letters of credit are maintained with various banks, aggregating
$70,660,000 at December 31, 1996; principally for pollution control, workers'
compensation obligations and Department of Energy crude acquisition.
 
     The aggregate maturities of long term debt and capitalized lease
obligations for the five years ending December 31, 2001 are as follows:
1997 -- $37,188,000; 1998 -- $63,362,000; 1999 -- $54,225,000; 2000 --
$48,467,000; and 2001 -- $148,736,000.
 
(4) FINANCIAL INSTRUMENTS AND FAIR VALUES
 
     The Company uses swap agreements, futures and options contracts and forward
purchase commitments to reduce its exposure to fluctuations in interest rates
and in the prices of crude oil, refined products and natural gas.
 
                                       22
<PAGE>   25
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Interest rate swap agreements are used to help manage interest rate
exposure. Amounts to be paid or received under interest rate swap agreements are
accrued as interest rates change and are recognized over the life of the swap
agreements as an adjustment to interest expense. The related amounts payable to,
or receivable from, the counterparties are included in other accrued
liabilities. The fair value of the swap agreements was not recognized in the
consolidated financial statements since they are accounted for as hedges. These
swap agreements expire at various dates through 2003 and effectively convert an
aggregate principal amount of $227,453,000 of fixed rate, long term debt into
variable rate borrowings and $50,000,000 of variable rate borrowings to fixed at
December 31, 1996. The variable interest rates are based on 3 month and 6 month
LIBOR rates. At December 31, 1996 and 1995, the weighted average variable
interest rates under these agreements were 5.6% and 5.9%, respectively, and
fixed rates were 6.2% and 6.5%, respectively.
 
     The estimated fair value of the interest rate swap agreements, based on
current market rates, approximated a net receivable of $4,543,000 and a net
payable of $815,000 at December 31, 1996 and 1995, respectively. Exposure to
credit loss could occur when the fair value of the agreements is a net
receivable. The outstanding borrowings due under the commercial paper program,
to PDI and to various banks bear interest at current market rates and thus, the
carrying amount of debt approximates estimated fair value. The estimated fair
value of the debt instruments that bear interest at fixed rates was $408,743,000
($423,680,000 carrying value) at December 31, 1996, and $331,000,000
($320,000,000 carrying value) at December 31, 1995.
 
     The Company hedges crude oil, refined products and natural gas future
purchases and sales commitments. The Company also uses derivative financial
instruments to reduce financial exposure from price changes related to
anticipated crude oil purchases and refined product and natural gas sales. At
December 31, 1996, the Company had futures contracts to purchase crude oil and
refined products in the amount of $3,763,000 and forward contracts to purchase
crude oil and refined products of $87,197,000. At December 31, 1995, the Company
had futures contracts to sell crude oil and refined products in the amount of
$13,661,000 and forward contracts to purchase crude oil and refined products of
$46,323,000. The estimated fair value and carrying value of these outstanding
contracts was a net receivable of $4,295,000 and $62,000 at December 31, 1996
and 1995, respectively. Crude and refined product futures and forwards contracts
are used to facilitate the supply of crude to the Company's refineries and sales
of refined products while attempting to minimize price risk. The Company
recognizes realized and unrealized gains and losses on these contracts in income
in the period in which the change occurs.
 
     The Company also had futures contracts to sell natural gas as a hedge of
equity production in the amount of $19,388,000 at December 31, 1996. The
estimated fair value and carrying value of these outstanding contracts was a net
receivable of $1,939,000 at December 31, 1996. Gains and losses on these
qualifying hedges are deferred and included in the measurement of the related
transaction, when the hedged transaction occurs. Derivative financial
instruments related to natural gas activities were not significant at December
31, 1995.
 
     The estimated fair values of the futures and forward contracts are based on
quoted market prices and generally have maturities of one year or less.
 
     Market value is not readily determinable for certain equity investments and
long term receivables with a carrying value of $105,290,000 and $36,572,000 at
December 31, 1996 and 1995, respectively. The reported amounts of cash
equivalents, short term receivables and payables and short term debt approximate
fair value due to their short maturities.
 
                                       23
<PAGE>   26
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
(5) INCOME TAXES
 
     Actual income tax expense differs from the "normal" income tax expense at
U.S. statutory rates as follows:
 
<TABLE>
<CAPTION>
                                                         1996       1995       1994
                                                        -------    -------    -------
                                                               (IN THOUSANDS)
<S>                                                     <C>        <C>        <C>
Computed income tax expense (at U.S. statutory
  rates)..............................................  $79,892    $56,377    $53,325
State income taxes, net of Federal benefit............    3,074      5,721      1,788
Tax-free benefits and dividends on Company owned life
  insurance...........................................   (3,711)    (2,358)    (3,141)
Section 29 credit.....................................   (1,854)    (2,280)    (2,088)
Miscellaneous items...................................   (2,345)      (807)       432
                                                        -------    -------    -------
                                                        $75,056    $56,653    $50,316
                                                        =======    =======    =======
</TABLE>
 
     The tax effects of the primary temporary differences giving rise to the
deferred Federal income tax assets and liabilities as determined under SFAS 109
are as follows:
 
<TABLE>
<CAPTION>
                                                                  DECEMBER 31
                                                              --------------------
                                                                1996        1995
                                                              --------    --------
                                                                 (IN THOUSANDS)
<S>                                                           <C>         <C>
Deferred income tax assets:
  Employee benefits.........................................  $     --    $  2,955
  Basis in inventories......................................     6,056       5,845
  Provision for losses......................................     3,942       4,910
  Alternative minimum tax credit carryforwards..............    54,481      43,816
  Miscellaneous items.......................................    15,161       9,993
                                                              --------    --------
          Total deferred income tax assets..................    79,640      67,519
                                                              --------    --------
Deferred income tax liabilities:
  Employee benefits.........................................       996          --
  Property, plant and equipment, principally due to
     differences in depreciation, depletion, amortization,
     lease impairment and abandonments......................   208,562     179,663
  Investments in affiliates, principally due to differences
     in joint venture depreciation..........................    34,539      34,372
  Miscellaneous items.......................................     1,748         258
                                                              --------    --------
          Total deferred income tax liabilities.............   245,845     214,293
                                                              --------    --------
          Net deferred Federal income tax liability.........  $166,205    $146,774
                                                              ========    ========
</TABLE>
 
     At December 31, 1996, alternative minimum tax credit carryforwards of
approximately $54,481,000 are available to reduce future Federal regular income
taxes payable over an indefinite period.
 
(6) IMPAIRMENT OF LONG-LIVED ASSETS
 
     During the fourth quarter of 1995, the Company adopted SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" which resulted in a before-tax addition of $58,723,000 to
depreciation, depletion and amortization expense. After tax, the additional
charge was $38,173,000 or $1.22 per share.
 
                                       24
<PAGE>   27
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Under SFAS 121, the Company now evaluates impairment of exploration and
production assets on a field-by-field basis rather than using a one country cost
center for its proved properties. On this basis, certain fields are impaired
because they are not expected to recover their entire carrying value from future
cash flows. In addition to the change in grouping of proved properties, the
value of certain marketing assets in the Company's Downstream business were also
determined to be impaired under SFAS 121. As a result, the Company recognized a
non-cash pre-tax charge of $52,523,000 related to its Upstream exploration and
production assets and $6,200,000 related to its Downstream marketing assets. The
fair values of the impaired assets were determined by using the present value of
expected future cash flows for the oil and gas properties and sales prices for
similar assets for certain marketing assets. If estimated future cash flows are
not achieved with respect to certain fields, further writedowns may be required.
 
(7) EMPLOYEE STOCK OPTIONS
 
     Options to purchase shares of Class A Common Stock have been granted to
officers and employees under a stock option plan adopted in 1979. The stock
option plan expired in 1989, and no further grants will be made under that plan.
 
     A summary of transactions follows:
 
<TABLE>
<CAPTION>
                                                                        OPTION PRICE
                                                       NUMBER OF   ----------------------
                                                        SHARES     PER SHARE     TOTAL
                                                       ---------   ---------   ----------
<S>                                                    <C>         <C>         <C>
Outstanding and exercisable at December 31, 1994.....    60,968     $35.25     $2,149,122
                                                                    ======
Terminated and reverted to plan......................    (1,800)    $35.25        (63,450)
                                                                    ======
Exercised............................................   (18,168)    $35.25       (640,422)
                                                        -------     ======     ----------
Outstanding and exercisable at December 31, 1995.....    41,000     $35.25     $1,445,250
                                                                    ======
Exercised............................................    (8,600)    $35.25       (303,150)
                                                        -------     ======     ==========
Outstanding and exercisable at December 31, 1996.....    32,400     $35.25     $1,142,100
                                                        =======     ======     ==========
</TABLE>
 
     The option price for options granted is the market value at date of grant.
Each option granted expires ten years from date of grant. No amounts are
recorded until options are exercised, at which time proceeds in excess of the
par value of the shares are credited to additional paid-in capital.
 
(8) INVESTMENTS AND ADVANCES TO AFFILIATES
 
     The Company and GE Plastics, a wholly-owned subsidiary of General Electric
Company ("GE"), are joint venturers in Cos-Mar Company ("Cos-Mar"), a chemical
operation. The Company's interest is 50% and is accounted for by the equity
method. The venturers reimburse the joint venture for the costs of operating the
facility and raw material and finished product inventories are the property of
the venturers. Direct operating expenses include charges from the joint venture
of $18,326,000 in 1996, $19,346,000 in 1995 and $16,011,000 in 1994. Investments
in and advances to the joint venture were $48,263,000 and $11,229,000 at
December 31, 1996 and 1995, respectively. During 1996, Cos-Mar retired
$40,000,000 of Company guaranteed joint venture borrowings from a bank with
funds provided from an additional investment by the Company in the joint
venture. GE has guaranteed the joint venture's borrowings from a bank,
aggregating $74,200,000 at December 31, 1996.
 
     In December 1996, the Company acquired a 34.4% interest in Southwest
Convenience Stores ("SCS"). SCS is contributing all of its operating business,
including all of its assets and certain defined liabilities and obligations and
its area license agreement with the Southland Corporation.
 
                                       25
<PAGE>   28
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
(9) EMPLOYEE AND POST RETIREMENT BENEFITS
 
     The Company and its subsidiaries have two defined benefit pension plans
covering substantially all employees. The benefits are based on years of service
and the employee's final average monthly compensation. The Company's funding
policy is to contribute annually not less than the minimum required nor more
than the maximum amount that can be deducted for Federal income tax purposes.
Contributions are intended to provide not only for benefits attributed to
service to date but also for those expected to be earned in the future.
 
     A restoration benefit plan provides supplemental pension benefits to
certain participants whose benefits are limited by the defined benefit pension
plans. The funding policy is to annually contribute amounts equal to benefit
payments made.
 
     A summary of the plans' funded status and the amounts recognized in the
consolidated balance sheet follows:
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31
                                          -------------------------------------------------
                                                   1996                      1995
                                          -----------------------   -----------------------
                                           DEFINED                   DEFINED
                                          BENEFITS    RESTORATION   BENEFITS    RESTORATION
                                            PLANS        PLAN         PLANS        PLAN
                                          ---------   -----------   ---------   -----------
                                                           (IN THOUSANDS)
<S>                                       <C>         <C>           <C>         <C>
Actuarial present value of benefit
  obligations:
  Vested benefit obligation.............  $(125,651)    $(4,357)    $(118,639)    $(3,726)
                                          =========     =======     =========     =======
  Accumulated benefit obligation,
     including vested benefits..........  $(138,993)    $(4,426)    $(131,956)    $(3,726)
                                          =========     =======     =========     =======
Projected benefit obligation............  $(164,351)    $(5,874)    $(156,909)    $(4,692)
Plan assets at fair value, primarily
  listed and U.S. Government
  securities............................    240,902          --       217,961          --
                                          ---------     -------     ---------     -------
Plan assets in excess of (less than)
  projected benefit obligation..........     76,551      (5,874)       61,052      (4,692)
Unrecognized net (gain) loss from past
  experience different from that assumed
  and effect of changes in
  assumptions...........................    (11,110)      1,639          (614)        528
Unrecognized prior service cost being
  recognized over 15 years..............      1,722         582         1,918         620
Unrecognized net (asset) liability at
  date of adoption being recognized over
  15.3 years............................     (4,399)        607        (5,737)        728
Adjustment required to recognize minimum
  liability.............................         --      (1,380)           --        (910)
                                          ---------     -------     ---------     -------
Prepaid (accrued) pension cost included
  in the consolidated balance sheet.....  $  62,764     $(4,426)    $  56,619     $(3,726)
                                          =========     =======     =========     =======
</TABLE>
 
                                       26
<PAGE>   29
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     A summary of the components of pension expense (income) follows:
 
<TABLE>
<CAPTION>
                                            1996       1995       1994
                                          --------   --------   --------
                                                  (IN THOUSANDS)
<S>                                       <C>        <C>        <C>
Service cost-benefits earned during the
  year..................................  $  6,200   $  4,920   $  5,848
Interest cost on projected benefit
  obligation............................    11,856     11,218     10,495
Actual return on plan assets............   (30,716)   (43,665)    (2,063)
Net asset gain (loss) deferred for later
  recognition...........................     8,156     23,167    (17,128)
Amortization of unrecognized prior
  service cost..........................       234        234        234
Amortization of unrecognized actuarial
  losses................................         5         --         33
Amortization of unrecognized net
  asset.................................    (1,217)    (1,217)    (1,217)
Cost of termination benefits............        --         --        710
                                          --------   --------   --------
          Total pension income..........  $ (5,482)  $ (5,343)  $ (3,088)
                                          ========   ========   ========
</TABLE>
 
     A summary of the actuarial assumptions used in calculating the plans'
present value of projected benefit obligation follows:
 
<TABLE>
<CAPTION>
                                           1996     1995     1994
                                          ------   ------   ------
<S>                                       <C>      <C>      <C>
Weighted average discount rate..........   7.75%    7.50%    8.75%
Rate of increase in future compensation
  levels................................   4.00%    4.00%    4.50%
Expected long term rate of return on
  assets................................  11.00%   11.00%   11.00%
</TABLE>
 
     The effect on the projected benefit obligation of the actuarial assumption
changes was a decrease of approximately $6,081,000 in 1996 and an increase of
approximately $19,871,000 in 1995.
 
     In addition to providing pension benefits, certain health care and life
insurance benefits are provided to active and certain retired employees who meet
eligibility requirements defined in plan documents. The health care benefits in
excess of certain limits and the life insurance benefits are insured. The costs
of providing these benefits for active employees are expensed when the insurance
premiums and claims are paid. The cost of providing these benefits for active
employees was $8,619,000 in 1996, $8,594,000 in 1995 and $10,092,000 in 1994.
 
     A summary of the postretirement plan's funded status and the amounts
recognized in the consolidated balance sheet follows:
 
<TABLE>
<CAPTION>
                                             DECEMBER 31
                                          -----------------
                                           1996      1995
                                          -------   -------
                                           (IN THOUSANDS)
<S>                                       <C>       <C>
Accumulated postretirement benefit
  obligation:
  Retirees..............................  $37,956   $42,018
  Fully eligible active plan
     participants.......................    3,025     2,981
  Other active plan participants........   19,136    19,140
                                          -------   -------
                                           60,117    64,139
Unrecognized net gain (loss)............    1,223    (4,999)
Unrecognized prior service cost.........      197       219
                                          -------   -------
Accrued postretirement benefit cost.....  $61,537   $59,359
                                          =======   =======
</TABLE>
 
                                       27
<PAGE>   30
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     A summary of the components of net periodic postretirement benefit cost
follows:
 
<TABLE>
<CAPTION>
                                                            1996      1995      1994
                                                           ------    ------    ------
                                                                 (IN THOUSANDS)
<S>                                                        <C>       <C>       <C>
Service cost............................................   $1,309    $1,024    $1,226
Interest cost...........................................    4,649     5,111     4,878
Amortization of unrecognized prior service cost.........      (22)      (22)      (22)
Amortization of net loss from earlier periods...........       --        --       504
                                                           ------    ------    ------
Net periodic postretirement benefit cost................   $5,936    $6,113    $6,586
                                                           ======    ======    ======
</TABLE>
 
     For measurement purposes, a 7.00% and 6.79% weighted average annual rate of
increase in the per capita cost of covered benefits (i.e., health care cost
trend rate) for pre-65 and post-65 years of age, respectively, was assumed for
1997; the rate was assumed to decrease gradually to 6% for pre-65 and 5% for
post-65 years of age by the year 2002 and remain at that level thereafter. A
7.68% and 7.14% annual rate for pre-65 and post-65 years of age, respectively,
was assumed for 1996. The health care cost trend rate assumption has a
significant effect on the amounts reported. For example, increasing the assumed
health care cost trend rates by one percentage point in each year would increase
the accumulated postretirement benefit obligation as of December 31, 1996 by
$3,280,000 and the aggregate of the service and interest cost components of net
periodic postretirement benefit cost for the year ended December 31, 1996 by
$243,000.
 
     The weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7.75%, 7.5% and 8.75% at December 31,
1996, 1995 and 1994, respectively. The effect on the accumulated benefit
obligation of these changes was an decrease of $1,674,000 in 1996 and an
increase of $7,766,000 in 1995.
 
     Defined contribution retirement savings plans (Thrift Plans) are available
to substantially all employees. The Thrift Plans permit employees to elect
salary deferral contributions of up to 10% of their compensation on a
tax-deferred basis and requires the Company to match up to the first 6% of the
participants' compensation in the highest matched plan subject to salary caps.
The expense for the Company's contribution was $5,965,000 in 1996, $5,911,000 in
1995 and $5,963,000 in 1994.
 
(10) SALE OF ACCOUNTS AND NOTES RECEIVABLE
 
     The Company sold certain accounts and notes receivable with recourse.
Accounts receivable sold with recourse were $80,000,000 at December 31, 1995.
The Company reimbursed the accounts receivable facility with proceeds from its
commercial paper program in 1996. Notes receivable sold with recourse were
$15,562,000 and $27,742,000 at December 31, 1996 and 1995, respectively. The
Company remains obligated to reimburse the purchasers for any uncollectible
amounts pursuant to the recourse provisions of the agreements.
 
(11) LEASES
 
     The Company occupies certain marketing and manufacturing facilities and
uses certain equipment under leases expiring at various dates over the next 20
years. Under terms of certain lease agreements, the Company has agreed not to
mortgage certain of its interests in oil and gas properties.
 
                                       28
<PAGE>   31
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     At December 31, 1996, minimum lease payments on capital and operating
leases were as follows:
 
<TABLE>
<CAPTION>
                                                               CAPITAL     OPERATING
                                                              LEASES(I)    LEASES(II)
                                                              ---------    ----------
                                                                  (IN THOUSANDS)
<S>                                                           <C>          <C>
1997........................................................   $2,396       $32,400
1998........................................................    1,766        27,895
1999........................................................      640        22,897
2000........................................................       69        15,913
2001........................................................       --        10,315
Later years to 2016.........................................       --         7,889
                                                               ------
          Total minimum lease payments......................    4,871
Imputed interest (8.38%)....................................      460
                                                               ------
Present value of minimum lease payments(iii)................   $4,411
                                                               ======
</TABLE>
 
---------------
 
(i) Substantially all leases provide that the Company shall pay taxes,
    maintenance, insurance and certain other operating expenses applicable to
    the leased properties.
 
(ii) Minimum payments have not been reduced by minimum sublease rentals of
     approximately $3,173,000 which are due in the future under noncancellable
     subleases.
 
(iii) Presented in the consolidated balance sheet as current installments and
      noncurrent lease obligations of $2,104,000 and $2,307,000 at December 31,
      1996, respectively, and $1,226,000 and $2,115,000 at December 31, 1995,
      respectively.
 
     Total rental expense was $36,114,000 (net of $451,000 subleases) in 1996,
$32,562,000 (net of $676,000 subleases) in 1995 and $26,962,000 (net of
$1,191,000 subleases) in 1994. Contingent rentals were not significant.
 
(12) RELATED PARTY TRANSACTIONS
 
     The Company has a 50% interest in joint ventures with PDI in Texas and with
PetroFina in Hong Kong which market chemicals in international trade. The
Company sold chemicals aggregating $8,728,000 in 1996, $3,652,000 in 1995 and
$1,401,000 in 1994 to the joint ventures.
 
     Accounts receivable include $6,418,000 and $3,485,000 at December 31, 1996
and 1995, respectively, from affiliates.
 
     Accounts payable include $34,127,000 and $13,410,000 at December 31, 1996
and 1995, respectively, to affiliates.
 
     Interest expense relating to borrowings from PDI (see note 3) was
$5,125,000 in 1996, $12,938,000 in 1995 and $13,916,000 in 1994. Accrued
liabilities include accrued interest of $607,000 at December 31, 1995, payable
to PDI for such borrowings. Crude oil and natural gas aggregating $13,245,000 in
1996, $8,953,000 in 1995 and $16,626,000 in 1994 were purchased from PDI in the
ordinary course of business.
 
     Refined products and chemicals aggregating $57,913,000 in 1996, $53,542,000
in 1995 and $34,963,000 in 1994 were purchased from PetroFina and its affiliates
other than PDI in the ordinary course of business.
 
(13) CONTINGENCIES
 
     The Company was contingently liable at December 31, 1996, under pending
lawsuits and other claims, some of which involved substantial sums. Considering
certain liabilities that have been set up for the lawsuits and claims, and the
difficulty in determining the ultimate liability in some of these matters,
internal counsel is
 
                                       29
<PAGE>   32
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
of the opinion that the amounts, if any, that ultimately may be due in
connection with such lawsuits and claims would not have a material adverse
effect upon the Company's consolidated financial condition.
 
     The Company is subject to loss contingencies pursuant to federal, state and
local environmental laws and regulations. These regulations, which are currently
changing, regulate the discharge of materials into the environment and may
require the Company to incur future obligations to investigate the effects of
the release or disposal of certain petroleum, chemical and mineral substances at
various sites; to remediate or restore these sites; to compensate others for
damage to property and natural resources and for remediation and restoration
costs. These possible obligations relate to sites owned by the Company or others
and associated with past or present operations, including sites at which the
Company has been identified as a potentially responsible party ("PRP") under the
federal Superfund law and comparable state laws. The Company is currently
participating in environmental investigations, assessments and cleanups under
these regulations at federal Superfund and state-managed sites, as well as other
cleanup sites, including operating and closed refineries, chemical facilities,
service stations, pipelines and terminals. The Company may in the future be
involved in additional environmental investigations, assessments and cleanups.
The magnitude of future costs will depend on factors such as the unknown nature
and contamination at many sites, the unknown timing, extent and method of the
remedial actions which may be required and the determination of the Company's
liability in proportion to other responsible parties.
 
     Environmental expenditures are expensed or capitalized depending on their
future economic benefit. Expenditures that relate to an existing condition
caused by past operations and that have no future economic benefit are expensed.
Liabilities for expenditures of a noncapital nature are recorded when
environmental assessment and/or remediation is probable, and the costs can be
reasonably estimated. The Company has accrued for environmental remediation
obligations of $20,339,000 and $20,856,000 at December 31, 1996 and 1995,
respectively. Substantially all amounts accrued are expected to be paid out over
the next five to six years. The level of future expenditures for environmental
remediation obligations is impossible to determine with any degree of
reliability. The Company spent approximately $13,484,000 and $14,782,000 at
December 31, 1996 and 1995, respectively, in capital expenditures for
environmental protection and for compliance with federal, state and local
environmental laws and regulations. In addition, the Company expensed
$43,621,000 and $43,135,000 in 1996 and 1995, respectively, for ongoing
environmental administration and maintenance activities at operating facilities.
The Company also paid $10,165,000 for Superfund taxes in 1995. Total
environmental cash expenditures at the Company's operating locations are
expected to increase over an extended period of time as the Company complies
with present and future regulatory requirements. Estimated environmental capital
expenditures for 1997 are $12,598,000 (unaudited).
 
                                       30
<PAGE>   33
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
(14) SEGMENT DATA
 
     The Company is engaged in crude oil and natural gas exploration and
production and natural gas marketing ("Upstream"); petroleum products refining,
supply and transportation and marketing ("Downstream"); and chemicals
manufacturing and marketing ("Chemicals"). Segment data as of and for the three
years ended December 31, 1996 follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                           CORPORATE
                                      UPSTREAM   DOWNSTREAM   CHEMICALS    AND OTHER   CONSOLIDATED
                                      --------   ----------   ----------   ---------   ------------
<S>                                   <C>        <C>          <C>          <C>         <C>
1996:
  Sales:
     Unaffiliated customers.........  $569,014   $2,468,715   $1,032,045   $    138     $4,069,912
                                      ========   ==========   ==========   ========
     Affiliates.....................  $     --   $       --   $   11,332   $     --         11,332
                                      ========   ==========   ==========   ========
     Inter-segment..................  $ 61,872   $  109,824   $   14,763   $     --             --
                                      ========   ==========   ==========   ========     ----------
                                                                                        $4,081,244
                                                                                        ==========
  Operating profit (loss)...........  $ 65,788   $  (12,997)  $  235,378   $(18,917)    $  269,252
  Interest and other income.........     3,507       (3,836)      (4,156)     1,743         (2,742)
  Interest expense, net.............        --           --           --    (38,248)       (38,248)
                                      --------   ----------   ----------   --------     ----------
     Earnings (loss) before income
       taxes........................  $ 69,295   $  (16,833)  $  231,222   $(55,422)    $  228,262
                                      ========   ==========   ==========   ========     ==========
  Accounts and notes receivable,
     net............................  $122,166   $  262,367   $  159,745   $  8,275     $  552,553
                                      ========   ==========   ==========   ========     ==========
  Identifiable assets...............  $680,203   $1,359,690   $  693,033   $122,896     $2,855,822
                                      ========   ==========   ==========   ========     ==========
  Depreciation, depletion,
     amortization and lease
     impairment.....................  $ 71,711   $   67,398   $   27,336   $  4,584     $  171,029
                                      ========   ==========   ==========   ========     ==========
  Capital expenditures..............  $125,254   $   72,231   $   54,318   $ 11,527     $  263,330
                                      ========   ==========   ==========   ========     ==========
1995
  Sales:
     Unaffiliated customers.........  $352,932   $2,189,860   $1,059,731   $    130     $3,602,653
                                      ========   ==========   ==========   ========
     Affiliates.....................  $     --   $       --   $    3,984   $     --          3,984
                                      ========   ==========   ==========   ========
     Inter-segment..................  $ 44,095   $  129,780   $    7,423   $     --             --
                                      ========   ==========   ==========   ========     ----------
                                                                                        $3,606,637
                                                                                        ==========
  Operating profit (loss)(1)........  $(60,653)  $   (2,777)  $  295,905   $(17,452)    $  215,023
  Interest and other income.........    (6,258)      (1,940)      (5,292)     2,379        (11,111)
  Interest expense, net.............        --           --           --    (42,834)       (42,834)
                                      --------   ----------   ----------   --------     ----------
     Earnings (loss) before income
       taxes........................  $(66,911)  $   (4,717)  $  290,613   $(57,907)    $  161,078
                                      ========   ==========   ==========   ========     ==========
  Accounts and notes receivable,
     net............................  $ 70,282   $  194,051   $   70,427   $  1,486     $  336,246
                                      ========   ==========   ==========   ========     ==========
  Identifiable assets...............  $576,966   $1,263,618   $  531,737   $115,397     $2,487,718
                                      ========   ==========   ==========   ========     ==========
  Depreciation, depletion,
     amortization and lease
     impairment(1)..................  $115,890   $   75,554   $   18,975   $  3,545     $  213,964
                                      ========   ==========   ==========   ========     ==========
  Capital expenditures..............  $ 55,606   $   42,234   $  113,911   $  6,685     $  218,436
                                      ========   ==========   ==========   ========     ==========
</TABLE>
 
                                       31
<PAGE>   34
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
                                                                           CORPORATE
                                      UPSTREAM   DOWNSTREAM   CHEMICALS    AND OTHER   CONSOLIDATED
                                      --------   ----------   ----------   ---------   ------------
<S>                                   <C>        <C>          <C>          <C>         <C>
1994
  Sales:
     Unaffiliated customers.........  $549,160   $1,981,444   $  888,728   $    178      3,419,510
                                      ========   ==========   ==========   ========
     Affiliates.....................  $     --   $       --   $    1,602   $     --          1,602
                                      ========   ==========   ==========   ========
     Inter-segment..................  $ 42,358   $  154,965   $   14,425   $     --             --
                                      ========   ==========   ==========   ========     ----------
                                                                                        $3,421,112
                                                                                        ==========
  Operating profit (loss)...........  $(15,713)  $   42,473   $  171,164   $(16,953)    $  180,971
  Interest and other income.........    12,307        4,771       (6,765)     5,674         15,987
  Interest expense, net.............        --           --           --    (44,601)       (44,601)
                                      --------   ----------   ----------   --------     ----------
     Earnings (loss) before income
       taxes........................  $ (3,406)  $   47,244   $  164,399   $(55,880)    $  152,357
                                      ========   ==========   ==========   ========     ==========
  Accounts and notes receivable,
     net............................  $ 68,198   $  208,055   $   73,058   $ 16,303     $  365,614
                                      ========   ==========   ==========   ========     ==========
  Identifiable assets...............  $656,977   $1,307,181   $  420,901   $108,803     $2,493,862
                                      ========   ==========   ==========   ========     ==========
  Depreciation, depletion,
     amortization and lease
     impairment.....................  $ 82,425   $   80,471   $   18,872   $  4,193     $  185,961
                                      ========   ==========   ==========   ========     ==========
  Capital expenditures..............  $ 49,299   $   48,817   $   33,579   $  4,686     $  136,381
                                      ========   ==========   ==========   ========     ==========
</TABLE>
 
---------------
 
(1) During the fourth quarter of 1995, the Company adopted SFAS 121, "Accounting
    for the Impairment of Long Lived Assets and for Long-Lived Assets to be
    Disposed Of". As a result, the Company recognized a before-tax addition of
    $58,723,000 to depreciation, depletion and amortization expense, of which
    $52,523,000 was related to its Upstream business and $6,200,000 was related
    to its Downstream business. After tax, the additional charge was $38,173,000
    or $1.22 per share.
 
     Consolidated totals are after elimination of inter-segment amounts.
Operating profit (loss) is sales less operating expenses and is substantially
all derived from domestic operations. Identifiable assets are those assets that
are used in the operations in each business segment.
 
     Most customers are located in the South and Midwest regions of the United
States. No single customer accounted for more than 5% of sales in 1996, 1995 or
1994, and no account receivable from any customer exceeded 5% of consolidated
stockholders' equity at December 31, 1996, 1995 or 1994.
 
(15) FINA OIL AND CHEMICAL COMPANY AND CONSOLIDATED SUBSIDIARIES SUMMARY
     FINANCIAL DATA
 
     Fina Oil and Chemical Company ("FOCC"), a wholly-owned subsidiary of the
Company, is the main operating subsidiary of the Company whose principal lines
of business include crude oil and natural gas exploration and production;
petroleum products refining, supply and transportation and marketing; and
chemicals manufacturing and marketing. FOCC issued senior debt securities during
1996 which are unconditionally guaranteed on an unsecured basis by the Company.
Following is summary consolidated financial data for FOCC (in thousands):
 
<TABLE>
<CAPTION>
                                             1996           1995
                                          -----------    -----------
<S>                                       <C>            <C>            
At December 31:
  Current Assets........................  $   818,116    $   638,835
  Noncurrent Assets.....................    1,914,715      1,762,093
  Current Liabilities...................     (659,894)      (493,078)
  Noncurrent Liabilities(1).............   (1,956,490)    (1,794,887)
                                          -----------    -----------
          Net Assets....................  $   116,447    $   112,963
                                          ===========    ===========
</TABLE>
 
                                       32
<PAGE>   35
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
<TABLE>
<CAPTION>
                                             1996           1995           1994
                                          -----------    -----------    ----------
<S>                                       <C>            <C>            <C>
Year ended December 31:
  Sales and other operating revenues....  $ 3,690,533    $ 3,363,505    $3,013,957
                                          ===========    ===========    ==========
  Gross profit(2).......................  $   341,138    $   303,166    $  259,411
                                          ===========    ===========    ==========
  Net earnings(3).......................  $   137,371    $    99,074    $   97,662
                                          ===========    ===========    ==========
</TABLE>
 
---------------
 
(1) Primarily consists of payables to related parties.
 
(2) Gross profit is defined as sales and other operating revenues less cost of
    raw materials and products purchased; direct operating expenses; taxes,
    other than on income; and depreciation, depletion, amortization and lease
    impairment.
 
(3) In 1995, FOCC adopted SFAS 121, "Accounting for the Impairment of Long-Lived
    Assets and for Long-Lived Assets to Be Disposed Of" which resulted in a
    before-tax addition of $58,723,000 to depreciation, depletion and
    amortization expense. After tax, the additional charge was $38,173,000.
 
(16) QUARTERLY FINANCIAL DATA (UNAUDITED)
 
<TABLE>
<CAPTION>
                                          QUARTER     QUARTER       QUARTER        QUARTER
                                           ENDED       ENDED         ENDED          ENDED
                                          MARCH 31    JUNE 30     SEPTEMBER 30   DECEMBER 31
                                          --------   ----------   ------------   -----------
                                               (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                       <C>        <C>          <C>            <C>
1996:
  Sales and other operating revenues....  $965,115   $1,047,290    $  993,264    $1,075,575
                                          ========   ==========    ==========    ==========
  Gross profit(1).......................  $ 94,799   $   95,162    $   92,857    $   84,738
                                          ========   ==========    ==========    ==========
  Net earnings..........................  $ 38,022   $   38,079    $   38,866    $   38,239
                                          ========   ==========    ==========    ==========
  Earnings per common share.............  $   1.22   $     1.22    $     1.25    $     1.22
                                          ========   ==========    ==========    ==========
1995:
  Sales and other operating revenues....  $863,188   $  965,352    $  916,287    $  861,810
                                          ========   ==========    ==========    ==========
  Gross profit(1).......................  $ 87,568   $  112,129    $  105,012    $    9,199
                                          ========   ==========    ==========    ==========
  Net earnings (loss)(2)................  $ 33,490   $   41,786    $   44,973    $  (15,824)
                                          ========   ==========    ==========    ==========
  Earnings (loss) per common share......  $   1.07   $     1.34    $     1.44    $     (.50)
                                          ========   ==========    ==========    ==========
</TABLE>
 
---------------
 
(1) Gross profit is defined as sales and other operating revenues less cost of
    raw materials and products purchased; direct operating expenses; taxes,
    other than on income; and depreciation, depletion, amortization and lease
    impairment.
 
(2) During the quarter ended December 31, 1995, the Company adopted SFAS 121,
    "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
    Assets to Be Disposed Of" which resulted in a before-tax addition of
    $58,723,000 to depreciation, depletion and amortization expense. After tax,
    the additional charge was $38,173,000 or $1.22 per share.
 
(17) SUBSEQUENT EVENTS
 
     On February 25, 1997, the Company received a letter from PetroFina
proposing a merger transaction in which the Company would become a wholly-owned
affiliate of PetroFina. The transaction would be a negotiated merger in which
each holder of a Class A share not owned by PetroFina and its affiliates would
receive the equivalent of $60 U.S. per share in cash, PetroFina shares or a
combination of cash and PetroFina shares. PetroFina advised that it intends to
seek listing on The New York Stock Exchange of American Depositary Receipts
representing shares of PetroFina concurrently with the transaction. Consummation
of the
 
                                       33
<PAGE>   36
 
                          FINA, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
merger would be subject, among other things, to approval of the Board of
Directors of the Company and the negotiation and execution of a definitive
merger agreement containing customary terms and conditions.
 
     Following receipt of the merger proposal, the Board of Directors of the
Company acting by written consent appointed a special committee of independent
directors (the "Special Committee") to review and evaluate the merger proposal
of PetroFina. The Special Committee expects to retain independent legal counsel
and independent investment advisors to assist the members of the Special
Committee in carrying out their duties and responsibilities.
 
     The Company understands that following the public announcement of the
merger proposal of PetroFina two shareholders of the Company filed suit in the
Court of Chancery of the State of Delaware against PetroFina, the Company and
its directors at the date of filing. The suits, which purport to be class
actions, allege a breach of fiduciary duties and seek to enjoin the merger or,
if consummated, to set it aside. The Company will file an answer to each of the
suits denying the allegations and intends to contest the litigation vigorously.
Management is of the opinion, to the best of their knowledge, that the amounts,
if any, that ultimately may be due in connection with such suits would not have
a material adverse effect upon the Company's consolidated financial condition.
 
                                       34
<PAGE>   37
 
                          FINA, INC. AND SUBSIDIARIES
 
                  SUPPLEMENTAL OIL AND GAS DATA -- (UNAUDITED)
 
     The following tables set forth supplementary disclosures for oil and gas
producing activities in accordance with SFAS 69.
 
(A) CAPITALIZED COSTS
 
     Capitalized costs relating to oil and gas producing activities and the
related amounts of accumulated depreciation, depletion, amortization and lease
impairment follow:
 
<TABLE>
<CAPTION>
                                                              DECEMBER 31
                                                 --------------------------------------
                                                    1996          1995          1994
                                                 ----------    ----------    ----------
                                                             (IN THOUSANDS)
<S>                                              <C>           <C>           <C>
Proved oil and gas properties..................  $  975,173    $  905,554    $  906,738
Unproved oil and gas properties................     263,395       232,085       254,998
                                                 ----------    ----------    ----------
                                                  1,238,568     1,137,639     1,161,736
Less accumulated depreciation, depletion,
  amortization and lease impairment............     691,303       640,223       585,138
                                                 ----------    ----------    ----------
Net capitalized costs..........................  $  547,265    $  497,416    $  576,598
                                                 ==========    ==========    ==========
</TABLE>
 
(B) COSTS INCURRED
 
     A summary of costs incurred in oil and gas property acquisition,
exploration and development activities (both capitalized and charged to expense)
for the three years ended December 31, 1996 follows:
 
<TABLE>
<CAPTION>
                                                         1996       1995       1994
                                                        -------    -------    -------
                                                               (IN THOUSANDS)
<S>                                                     <C>        <C>        <C>
Acquisition of unproved properties....................  $ 8,258    $ 5,304    $ 2,784
                                                        =======    =======    =======
Acquisition of proved properties......................  $ 4,128    $ 1,091    $   237
                                                        =======    =======    =======
Exploration costs.....................................  $87,738    $46,463    $32,674
                                                        =======    =======    =======
Development costs.....................................  $54,840    $29,992    $28,314
                                                        =======    =======    =======
</TABLE>
 
     The above costs were incurred in the United States.
 
                                       35
<PAGE>   38
 
                          FINA, INC. AND SUBSIDIARIES
 
          SUPPLEMENTAL OIL AND GAS DATA -- (UNAUDITED) -- (CONTINUED)
 
(C) RESULTS OF OPERATIONS FOR PRODUCING ACTIVITIES
 
     The following table presents the results of operations for oil and gas
producing activities for the three years ended December 31, 1996.
 
<TABLE>
<CAPTION>
                                            1996        1995         1994
                                          --------    ---------    --------
                                                   (IN THOUSANDS)
<S>                                       <C>         <C>          <C>
Revenues:
  Sales.................................  $184,423    $ 119,772    $139,532
  Transfers.............................    23,272       17,710      17,205
                                          --------    ---------    --------
          Total.........................   207,695      137,482     156,737
Production costs........................   (54,078)     (51,922)    (66,374)
Exploration costs.......................   (30,150)     (26,662)    (14,173)
Depreciation, depletion, amortization,
  lease impairment and abandonments.....   (71,683)    (116,592)    (86,236)
                                          --------    ---------    --------
                                            51,784      (57,694)    (10,046)
Income tax benefit (expense)............   (16,270)      22,473       5,604
                                          --------    ---------    --------
Results of operations from producing
  activities, excluding interest
  costs.................................  $ 35,514    $ (35,221)   $ (4,442)
                                          ========    =========    ========
</TABLE>
 
(D) RESERVE QUANTITY INFORMATION
 
     The following table presents the Company's estimate of its proved oil and
gas reserves, all of which are located in the United States. The Company
emphasizes that reserve estimates are inherently imprecise and that estimates of
new discoveries are more imprecise than those of producing oil and gas
properties. Accordingly, the estimates are expected to change as future
information becomes available. The estimates have been prepared by the Company's
internal petroleum reservoir engineers.
 
<TABLE>
<CAPTION>
                                                1996               1995               1994
                                          ----------------   ----------------   ----------------
                                           OIL       GAS      OIL       GAS      OIL       GAS
                                          ------   -------   ------   -------   ------   -------
<S>                                       <C>      <C>       <C>      <C>       <C>      <C>
Proved developed and undeveloped
  reserves:
  Beginning of year.....................  34,572   314,222   31,699   348,204   36,090   439,066
  Revisions of previous estimates.......   2,923   (15,467)   1,236       283    2,571   (40,376)
  Purchases of minerals in place........   1,129     4,769       48        55       57         6
  Sales of minerals in place............    (650)   (3,074)  (2,052)  (11,729)  (4,756)  (28,780)
  Extensions and discoveries............   4,921   127,026    7,390    29,528    2,293    31,152
  Production............................  (3,808)  (56,719)  (3,749)  (52,119)  (4,556)  (52,864)
                                          ------   -------   ------   -------   ------   -------
  End of year...........................  39,087   370,757   34,572   314,222   31,699   348,204
                                          ======   =======   ======   =======   ======   =======
Proved developed reserves:
  Beginning of year.....................  18,814   228,548   19,986   237,270   23,644   306,991
                                          ======   =======   ======   =======   ======   =======
  End of year...........................  21,012   239,790   18,814   228,548   19,986   237,270
                                          ======   =======   ======   =======   ======   =======
</TABLE>
 
     Oil reserves, which include condensate and natural gas liquids, are stated
in thousands of barrels and gas reserves are stated in millions of cubic feet.
 
                                       36
<PAGE>   39
 
                          FINA, INC. AND SUBSIDIARIES
 
          SUPPLEMENTAL OIL AND GAS DATA -- (UNAUDITED) -- (CONTINUED)
 
(E) STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS AND CHANGES THEREIN
    RELATING TO PROVED OIL AND GAS RESERVES
 
     The following table, which presents a standardized measure of discounted
future net cash flows and changes therein relating to proved oil and gas
reserves, is presented pursuant to Statement of Financial Accounting Standards
No. 69. In computing this data, assumptions other than those required by the
Financial Accounting Standards Board could produce different results.
Accordingly, the data should not be construed as representative of the fair
market value of the Company's proved oil and gas reserves.
 
     Future cash inflows were computed by applying year end prices of oil and
gas relating to proved reserves to the estimated year end quantities of those
reserves. Future price changes were considered only to the extent provided by
contractual arrangements in existence at year end. Future development and
production costs were computed by estimating the expenditures to be incurred in
developing and producing the proved oil and gas reserves at the end of the year,
based on year end costs. Future income tax expenses were computed by applying
the year end statutory tax rate adjusted for tax credits, with consideration of
future tax rates already legislated, to the future pretax net cash flows
relating to proved oil and gas reserves, less the tax basis of the properties
involved. The standardized measure of discounted future cash flows represents
the present value of estimated future net cash flows using a 10% annual discount
rate.
 
<TABLE>
<CAPTION>
                                                                       DECEMBER 31
                                                           -----------------------------------
                                                              1996         1995        1994
                                                           ----------   ----------   ---------
                                                                     (IN THOUSANDS)
<S>                                                        <C>          <C>          <C>
Future cash inflows......................................  $2,124,172   $1,202,555   $ 977,811
Future production and development costs..................    (592,189)    (476,786)   (422,277)
Future income tax expenses...............................    (403,264)    (117,188)    (45,859)
                                                           ----------   ----------   ---------
Future net cash flows....................................   1,128,719      608,581     509,675
10% annual discount for estimated timing of cash flows...    (438,354)    (244,862)   (191,981)
                                                           ----------   ----------   ---------
Standardized measure of discounted future net cash
  flows..................................................  $  690,365   $  363,719   $ 317,694
                                                           ==========   ==========   =========
Beginning of year........................................  $  363,719   $  317,694   $ 447,535
Changes resulting from:
  Sales and transfers of oil and gas produced, net of
     production costs....................................    (153,617)     (85,560)    (90,363)
  Extensions and discoveries.............................     232,124       56,806      26,246
  Purchases of minerals in place.........................      18,444          353         350
  Sales of minerals in place.............................     (11,906)     (22,829)    (48,157)
  Previously estimated development costs incurred during
     the year............................................      32,270       43,600      25,625
  Revisions of previous quantities.......................       8,017       17,186      (4,880)
  Accretion of discount..................................      43,377       34,626      52,227
  Net change in income taxes.............................    (176,597)     (41,459)     46,163
  Net changes in prices and costs........................     334,534       43,302    (137,052)
                                                           ----------   ----------   ---------
End of year..............................................  $  690,365   $  363,719   $ 317,694
                                                           ==========   ==========   =========
</TABLE>
 
                                       37
<PAGE>   40
 
                                                                     SCHEDULE II
 
                          FINA, INC. AND SUBSIDIARIES
 
                 CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                      THREE YEARS ENDED DECEMBER 31, 1996
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                          BALANCE AT   CHARGED TO                BALANCE AT
                                          BEGINNING    COSTS AND                   END OF
                                          OF PERIOD     EXPENSES    DEDUCTIONS     PERIOD
                                          ----------   ----------   ----------   ----------
<S>                                       <C>          <C>          <C>          <C>
Year ended December 31, 1994 --
  Allowance for doubtful receivables....   $ 6,685       $3,652      $ 3,136(1)    $7,201
                                           =======       ======      =======       ======
  Inventory valuation reserve...........   $47,048       $   --      $47,048       $   --
                                           =======       ======      =======       ======
Year ended December 31, 1995 --
  Allowance for doubtful receivables....   $ 7,201       $2,790      $ 3,280(1)    $6,711
                                           =======       ======      =======       ======
Year ended December 31, 1996 --
  Allowance for doubtful receivables....   $ 6,711       $1,330      $ 1,968(1)    $6,073
                                           =======       ======      =======       ======
</TABLE>
 
---------------
 
(1) Bad debts written off, less recoveries.
 
                                       38
<PAGE>   41
 
ITEM 9  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE
 
     There have been no changes in accountants or disagreements by the
Registrant with its accountants on accounting or financial disclosures.
 
                                    PART III
 
ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
<TABLE>
<CAPTION>
        EXECUTIVE OFFICERS OF REGISTRANT AND                 SERVED AS AN
              CAPACITIES SERVED IN 1996                AGE   OFFICER SINCE
        ------------------------------------           ---   -------------
<S>                                                    <C>   <C>
Paul D. Meek,                                          66       6-06-68
  Chairman of the Board
Ron W. Haddock,                                        56       6-19-86
  President and Chief Executive Officer
Cullen M. Godfrey,                                     51       4-15-87
  Senior Vice President, Secretary and General
  Counsel
Michael J. Couch,                                      45       4-30-84
  Senior Vice President
H. Patrick Jack,                                       44       8-23-89
  Senior Vice President
Neil A. Smoak,                                         50       4-24-86
  Senior Vice President
Yves Bercy,                                            51       7-01-93
  Vice President and Chief Financial Officer
Michel Daumerie,                                       44       4-20-95
  Vice President
Richard C. Lindley,                                    55       4-20-95
  Vice President
Jeff D. Morris,                                        45       4-20-95
  Vice President
S. R. West,                                            57       5-02-83
  Vice President
Hilda Kouvelis,                                        34       2-20-97
  Treasurer
Kevin A. Rupp,                                         41       4-20-95
  Controller
Linda Middleton,                                       46       8-20-84
  Assistant Secretary
</TABLE>
 
     There is incorporated by reference pages 4 through 7 of the Company's Proxy
Statement for the Annual Meeting of Security Holders to be held April 16, 1997.
 
ITEM 11  EXECUTIVE COMPENSATION
 
     There is incorporated by reference pages 2 through 3 and 9 through 17 of
the Company's Proxy Statement for the Annual Meeting of Security Holders to be
held April 16, 1997.
 
                                       39
<PAGE>   42
 
ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     There is incorporated by reference the first page and pages 2 through 7 of
the Proxy Statement for the Annual Meeting of Security Holders to be held April
16, 1997.
 
ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     There is incorporated by reference pages 4 through 5, 13 and 17 of the
Company's Proxy Statement for the Annual Meeting of Security Holders to be held
April 16, 1997.
 
                                    PART IV
 
ITEM 14  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
     (a) The following are incorporated by reference or filed as part of this
Annual Report:
 
          1. and 2.  Consolidated Financial Statements and Schedules:
 
             Reference is made to page 13 of this Form 10-K for a list of all
        consolidated financial statements and schedules filed as part of this
        Form 10-K.
 
             No reports on Form 8-K were filed during the last quarter of the
        period covered by this report. However, a Form 8-K was filed on March 6,
        1997 reporting a news release by Petrofina S.A. offering to negotiate a
        merger whereby the Company would become a wholly-owned affiliate.
 
        3. Exhibits:
 
<TABLE>
<S>                      <C>
                (3a)     -- The Articles of Incorporation of FINA, Inc.
                (3b)     -- The Bylaws of FINA, Inc.
               (10a)     -- Thrift and Employee Stock Ownership Plan for Employees of
                            American Petrofina, Incorporated
               (10b)     -- Credit Agreements of February 27, 1997 with NationsBank
                            of Texas, N.A.
               (10c)     -- American Petrofina, Incorporated Employee Non-Qualified
                            Stock Option Plan (1979)
               (10d)     -- Form 11-K Amdel Inc. Employee Investment Plan
               (10e)     -- Form 11-K FINA Capital Accumulation Plan
               (10f)     -- Agreements between FINA, Inc. (formerly American
                            Petrofina, Incorporated) and Ron W. Haddock
               (10g)     -- Employee Stock Ownership Plan of American Petrofina,
                            Incorporated
               (10h)     -- FINA Capital Accumulation Plan
               (10i)     -- Fina Restoration Plan
               (11)      -- Computation of Ratio of Earnings to Fixed Charges
               (19)      -- FINA, Inc.'s Proxy Statement for Annual Meeting of
                            Security Holders to be held April 16, 1997
               (21)      -- Subsidiaries of the Registrant
               (23)      -- Independent Auditors' Consent
               (27)      -- Financial Data Schedule
</TABLE>
 
                                       40
<PAGE>   43
 
                                   SIGNATURE
 
     Pursuant to the requirements of Section 13 or 15(d) 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.
 
                                            FINA, INC.
                                            (Registrant)
 
                                            By:     /s/ CULLEN M. GODFREY
                                              ----------------------------------
                                                      Cullen M. Godfrey
                                               Senior Vice President, Secretary
                                                      and General Counsel
 
Date: March 10, 1997
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                SIGNATURES AND TITLES                                       DATE
                ---------------------                                       ----
<C>                                                   <C>
 
                By: /s/ PAUL D. MEEK                                   March 10, 1997
  -------------------------------------------------
                    Paul D. Meek
                Chairman of the Board
 
               By: /s/ RON W. HADDOCK                                  March 10, 1997
  -------------------------------------------------
                   Ron W. Haddock
             President and CEO, Director
 
              By: /s/ FRANCOIS CORNELIS                                March 10, 1997
  -------------------------------------------------
                  Francois Cornelis
                      Director
 
                         By:                                           March   , 1997
  -------------------------------------------------
                 Axel de Broqueville
                      Director
 
                         By:                                           March   , 1997
  -------------------------------------------------
               Michel-Marc Delcommune
                      Director
 
               By: /s/ ERNESTO MARCOS                                  March 10, 1997
  -------------------------------------------------
                   Ernesto Marcos
                      Director
 
             By: /s/ ROBERT L. MITCHELL                                March 10, 1997
  -------------------------------------------------
                 Robert L. Mitchell
                      Director
 
                         By:                                           March   , 1997
  -------------------------------------------------
                   Jose G. Rebelo
                      Director
 
           By: /s/ PATRICIA M. WALLINGTON                              March 10, 1997
  -------------------------------------------------
               Patricia M. Wallington
                      Director
 
                 By: /s/ YVES BERCY                                    March 10, 1997
  -------------------------------------------------
                     Yves Bercy
   Vice President and Chief Financial Officer, and
            Principal Accounting Officer
</TABLE>
 
                                       41
<PAGE>   44
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
        EXHIBIT                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
          (3a)           -- The Articles of Incorporation of FINA, Inc.
          (3b)           -- The Bylaws of FINA, Inc.
         (10a)           -- Thrift and Employee Stock Ownership Plan for Employees of
                            American Petrofina, Incorporated
         (10b)           -- Credit Agreements of February 27, 1997 with NationsBank
                            of Texas, N.A.
         (10c)           -- American Petrofina, Incorporated Employee Non-Qualified
                            Stock Option Plan (1979)
         (10d)           -- Form 11-K Amdel Inc. Employee Investment Plan
         (10e)           -- Form 11-K FINA Capital Accumulation Plan
         (10f)           -- Agreements between FINA, Inc. (formerly American
                            Petrofina, Incorporated) and Ron W. Haddock
         (10g)           -- Employee Stock Ownership Plan of American Petrofina,
                            Incorporated
         (10h)           -- FINA Capital Accumulation Plan
         (10i)           -- Fina Restoration Plan
          (11)           -- Computation of Ratio of Earnings to Fixed Charges
          (19)           -- FINA, Inc.'s Proxy Statement for Annual Meeting of
                            Security Holders to be held April 16, 1997
          (21)           -- Subsidiaries of the Registrant
          (23)           -- Independent Auditors' Consent
          (27)           -- Financial Data Schedule
</TABLE>
 
                                       42