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
Benefit Restoration 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 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 shares of Royal
Dutch stock.
The
Transaction will affect the Benefit Restoration Plan because the Benefit
Restoration Plan includes the Royal Dutch Stock Fund as one of the investment
options available to participants. As you are aware, any investment balance you
may hold in the Benefit Restoration Plan, including the Royal Dutch Stock Fund,
represents a bookkeeping entry that measures Shell Oil Company’s obligation to
you. Holdings represented in the Benefit Restoration Plan are hypothetical and
neither you nor the Benefit Restoration Plan hold actual balances in the Royal
Dutch Stock Fund.
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 Benefit Restoration Plan, the Shell Savings Plans or the 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 Fund may be affected. Your
other investment options will not be affected by this
change. |
| § |
If
you have a hypothetical balance in the Royal Dutch Stock Fund, you
do
not
need to take any action. |
| § |
There
may be a blackout period of several days within the Benefit Restoration
Plan 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 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
Benefit Restoration Plan?
| § |
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 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. |
| § |
Your
balance (if any) in the existing Royal Dutch Stock Fund will be
automatically exchanged into the new Royal
Dutch Shell Stock Fund. You
will see this exchange reflected in your Benefit Restoration Plan account
on Fidelity NetBenefits®
and
on your 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 Benefit Restoration 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 Benefit
Restoration 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 Transaction on
your account in the Benefit Restoration 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
Benefit Restoration Plan is a non-qualified plan. Any account established for
you is a bookkeeping entry on Shell Oil Company’s financial statements. There
are no assets being held in a trust or escrow account. In the event of a
bankruptcy, you will be treated as a general creditor of Shell Oil Company. For
more information on the plan, please refer to the plan documents.
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