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: June
1, 2005
June 1,
2005
Dear
Shell SEG Deferral Plan Participant:
As you
may be aware, the proposed unification (the “Transaction”) of Royal Dutch
Petroleum Company (“Royal Dutch”) and The “Shell” Transport & Trading
Company, p.l.c. (“Shell Transport”) under a single parent, 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 shares of Royal Dutch
stock.
The
Transaction will affect the Shell SEG Deferral Plan because the Shell SEG
Deferral Plan includes the Royal Dutch Stock Account as one of the investment
options available to participants. As you are aware, any balance you may hold in
the Shell SEG Deferral Plan, including the Royal Dutch Stock Account, represents
a bookkeeping entry that measures Shell Oil Company’s obligation to you. Any
actual shares of Royal Dutch stock are held in a trust established by Shell Oil
Company to defray its obligations to plan participants and are subject to the
creditors of Shell Oil Company.
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 (including shares held
in a separate personal brokerage account or purchased through the Global
Employee Share Purchase Plan (GESPP) or through other arrangements) outside of
the Shell SEG Deferral Plan, Shell Savings Plans or Shell share
plans.
What
should you as a participant be aware of during the process leading up to the
completion of the Transaction?
| § |
Only
the Royal Dutch Stock Account may be affected. Your
other investment options will not be affected by this
change. |
| § |
If
you have a balance in the Royal Dutch Stock Account, you
do
not
need to take any action. As
the trustee of the trust associated with the Shell SEG Deferral Plan,
Fidelity Management Trust Company will make all decisions relating to the
exchange (or “tender”) of existing Royal Dutch stock holdings.
|
| § |
There
may be a blackout period of several days within the Shell SEG Deferral
Plan when all activity, including exchanges and withdrawals, in the Royal
Dutch Stock Account will be temporarily suspended. If that becomes
necessary, it will only affect the Royal Dutch Stock Account 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 SEG Deferral Plan?
| § |
The
Royal Dutch Stock Account will be replaced with the Royal
Dutch Shell Stock Account.
There will be a new fund code associated with the new stock.
|
| § |
Your
balance (if any) in the existing Royal Dutch Stock Account will be
automatically exchanged into the new Royal
Dutch Shell Stock Account. You
will see this exchange |
|
reflected
in your Shell SEG Deferral Plan account on Fidelity
NetBenefits®
and
on your quarterly statement. |
| § |
The
investment objective of the Royal
Dutch Shell Stock Account will
remain essentially the same: to replicate the investment return of the
Royal Dutch Shell Stock Fund in the Shell Savings Plans, which is to be
invested primarily in the stock of Shell Oil Company’s parent company,
Royal Dutch Shell plc. |
| § |
Any
future contributions that you have directed to the Royal Dutch Stock
Account will be directed to the new Royal
Dutch Shell Stock Account. |
If
the Transaction is completed, how will it affect you if you hold shares of Royal
Dutch stock outside of the Shell SEG Deferral Plan (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 SEG
Deferral Plan 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 restructure to
your account in the Shell
SEG Deferral Plan. 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 Shell
SEG Deferral Plan is a non-qualified plan. Although the Shell Oil Company may
establish a grantor type trust to hold assets, in the event of the Shell Oil
Company’s bankruptcy, any account established for you would be subject to the
claims of the Shell Oil Company’s creditor(s). For more information on the plan,
please refer to the plan documents.
The Royal
Dutch Stock Account is neither a mutual fund nor a diversified or managed
investment option.
Fidelity
Investments Institutional Services Company, Inc., 82 Devonshire St., Boston, MA
02109