Filed by
Royal Dutch Shell plc
This
communication is filed pursuant to Rule 425 under The Securities Act of 1933, as
amended,
and
deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as
amended.
Subject
Company: Royal Dutch Petroleum Company
Commission
File Number: 333-125037
Date: May
19, 2005
May 19,
2005
Dear
Shell Savings Plans Participant:
As you
may be aware, the proposed unification (the “Transaction”) of Royal Dutch
Petroleum Company (“Royal Dutch”) and The “Shell” Transport and Trading Company,
p.l.c. (“Shell Transport”) under a single parent company, Royal Dutch Shell plc
has been announced. As part of the Transaction, Royal Dutch Shell plc will make
an offer to acquire all of the issued and outstanding ordinary shares of Royal
Dutch stock.
The
Transaction will affect the Shell Provident Fund and the Shell Pay Deferral
Investment Fund (“Shell Savings Plans”) because both include the Royal Dutch
Stock Fund as one of the investment options available to participants. You may
receive additional information regarding the Transaction pursuant to the
Securities Act of 1933, as amended. However, you are not required to take action
unless you own (or have rights to) shares in Royal Dutch outside of the Shell
Savings Plans (including shares held in a separate personal brokerage account,
through the Global Employee Share Purchase Plan (GESPP) or through other
arrangements).
What
should you as a participant be aware of during the period leading up to the
completion of the Transaction?
| § |
Only
the Royal Dutch Stock Fund may be affected. Your
other investment options will not be affected by this
change. |
| § |
If
you have a balance in the Royal Dutch Stock Fund, you
do
not
need to take any action. As
the investment manager of the Royal Dutch Stock Fund, Fidelity Management
Trust Company will make all decisions relating to the exchange (or
“tender”) of existing Royal Dutch Stock Fund holdings.
|
| § |
There
may be a blackout period of several days within the Shell Savings Plans
when all activity, including exchanges and withdrawals, in the Royal Dutch
Stock Fund will be temporarily suspended. If that becomes necessary, it
will only affect the Royal Dutch Stock Fund within the Shell Savings Plans
and a separate notice with more details will be sent to you in advance of
the blackout period. |
If
the Transaction is completed, how will it affect you as a participant in the
Shell Savings Plans?
| § |
The
Royal Dutch Stock Fund will be replaced with a new stock fund, the
Royal
Dutch Shell Stock Fund.
There will be a new fund code associated with this new fund.
|
| § |
The
investment objective of the Royal
Dutch Shell Stock Fund will
remain essentially the same—to invest primarily in the stock of Shell Oil
Company’s parent company, Royal Dutch Shell
plc. |
| § |
Your
balance (if any) in the existing Royal Dutch Stock Fund will be
automatically exchanged for an equivalent number of units in the new
Royal
Dutch Shell Stock Fund. You
will see this exchange reflected in your Shell Savings Plans accounts on
Fidelity NetBenefits®
and
on your quarterly statement. |
| § |
Any
future contributions that you have directed to the Royal Dutch Stock Fund
will be directed to the new Royal
Dutch Shell Stock Fund. |
If
the Transaction is completed, how will it affect you if you hold shares of Royal
Dutch stock outside of the Shell Savings Plans (for example, purchased through
GESPP or held in a separate personal brokerage account)?
| § |
Information
related to shares you own (or have rights to) outside of the Shell Savings
Plans will be sent to you separately and will detail any actions you will
need to take with respect to those shares. |
We
will send you more information in June about the impact of the Transaction on
your accounts in the Shell Savings Plans. If you
have questions, please call the Shell Benefits Service Center at 1-800-30 SHELL
(1-800-307-4355). Service Representatives are available business days (excluding
New York Stock Exchange holidays) between 7:30 A.M. and 11:00 P.M. Central time.
Shell
Benefits Service Center
|
Royal
Dutch Shell plc has filed a registration statement on Form F-4
(including the prospectus) and other documents relating to the exchange
offer and will file or furnish to the US Securities and Exchange
Commission (the “SEC”) other documents relating to the exchange offer.
Royal Dutch Petroleum Company has filed a related
solicitation/recommendation statement on Schedule 14D-9 regarding the
offer. Each of these documents contains important information relating to
the exchange offer and should be carefully reviewed by
investors. A
free copy of these documents (once filed with the SEC) and other documents
made public or filed with, or furnished to, the SEC by Royal Dutch
Shell plc, Royal Dutch Petroleum Company and The “Shell” Transport
and Trading Company, p.l.c. can be obtained at the SEC's Web site at
www.sec.gov or the Royal Dutch Shell plc Web site at
www.shell.com/unification. These documents may also be obtained free of
charge by contacting Investor Relations, Shell International B.V., FSK, PO
Box 162, 2501 AN The Hague, The Netherlands.
|
The Royal
Dutch Stock Fund is neither a mutual fund nor a diversified or managed
investment option.
Fidelity
Investments Institutional Services Company, Inc., 82 Devonshire St., Boston, MA
02109