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 10, 2005
June
10,
2005
Dear
Benefit Restoration Plan Participant:
Important
Notice Concerning Your Rights Under the Benefit Restoration
Plan
Blackout
Notice
As
previously communicated in the letter dated June 1, 2005, 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 is making 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.
Subject
to the approval of the Transaction, your balance (if any) in the existing Royal
Dutch Stock Fund will automatically be exchanged for an equivalent number of
units in the new Royal
Dutch Shell Stock Fund.
(You do
not need to take any action for this to occur.)
Only
the Royal Dutch Stock Fund within the Benefit Restoration Plan will be affected.
Your
other investment options in the Benefit Restoration Plan will not be affected
by
the Blackout Period.
IMPORTANT
INFORMATION
In
order
to synchronize the handling of the Benefit Restoration Plan with the handling
of
the Shell Savings Plans and to ensure that all information is transferred
accurately from the Royal Dutch Stock Fund to the Royal
Dutch Shell Stock Fund, there
will be a period of time when you will be unable to process transactions in
the
Royal Dutch Stock Fund. This
time period, during which you are unable to exercise your rights otherwise
available under the plan, is called a “Blackout Period” and is expected to begin
during the week of July 10, 2005, and is
expected to end during the week of July 17, 2005. During
these weeks, you can determine whether the Blackout Period has started or ended
by calling the Shell Benefits Service Center 1-800-30
SHELL (1-800-307-4355) and speaking with a Service Representative. The specific
Blackout Period dates will be posted on Fidelity NetBenefits®
at
http://netbenefits.fidelity.com as
soon
as they are available. The dates will be located in the News
section
on the right-hand side of the Home Page. The
Blackout Period will only affect the Royal Dutch Stock Fund within the
Benefit
Restoration Plan. Your
other investment options in the Benefit Restoration Plan will not be affected
by
the Blackout Period.
Whether
or not you are planning retirement in the near future, we encourage you to
carefully consider how the Blackout Period may affect your retirement planning,
as well as your overall financial planning.
During
the Blackout Period, you will be unable to direct or diversify assets held
in
your Royal Dutch Stock Fund account. For this reason, it is very important
that
you review and consider the appropriateness of your current investments in
the
Royal Dutch Stock Fund in light of your inability to direct or diversify those
investments during the Blackout Period. For your long-term retirement security,
you should give careful consideration to the importance of a well-balanced
and
diversified investment portfolio, taking into account all your assets, income
and investments. You should be aware that there is a risk to holding substantial
portions of your assets in the securities of any one company, as individual
securities tend to have wider price swings, up and down, in short periods of
time, than investments in diversified funds. Individual stock funds, like the
Royal Dutch Stock Fund, are more likely to have wide price swings over a short
time frame than mutual funds. Therefore, you might have a large loss during
the
Blackout Period and you would not be able to direct the sale of the Royal Dutch
Stock Fund from your account during the Blackout Period. You have the
flexibility to help minimize market risk by transferring a portion or all of
your account balance in the Royal Dutch Stock Fund to a more conservative
investment option, such as the Thrift Fund, prior to the beginning of the
Blackout Period.
What
Royal Dutch Stock Fund activities will be affected during the Blackout
Period?
| · |
Exchanges
- You
will be unable to exchange any portion of your balance in the Royal
Dutch
Stock Fund to
another investment option once the Blackout Period begins. You also
will
not be able to exchange any balance into the Royal Dutch Stock Fund
from
another investment option once the Blackout Period
begins.
|
| · |
Account
Distributions - Your
ability to take account distributions during the Blackout Period
will be
reduced by the amount of your account invested in the Royal Dutch
Stock
Fund. All other investment options, except the Royal Dutch Stock
Fund,
will be available for distributions during the Blackout Period. Should
you
request a total distribution during the Blackout Period, only that
portion
of your account that is not invested in the Royal Dutch Stock Fund
will be
distributed to you. Once the Blackout Period is over,
|
you
will
have to request a separate distribution of the Royal
Dutch Shell Stock
Fund
to
complete a total distribution of your account.
What
will happen to contributions during the Blackout Period?
| · |
Any
contributions will continue to be directed to the Royal Dutch Stock
Fund
during the Blackout Period. They will be invested in the cash portion
of
the Royal Dutch Stock Fund, which may have an impact on the performance
of
the Royal Dutch Stock Fund during the Blackout Period.
|
When
can activities resume?
| · |
Subject
to the approval of the Transaction, it is anticipated that the
Royal
Dutch Shell Stock
Fund
will open for normal activity during the week of July 17, 2005. Any
extension of the period needed to approve the Transaction may extend
the
Blackout Period. You will receive additional information should an
extension be necessary.
|
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.
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. You can also
write to
the
Shell Benefits Service Center, PO Box 770003, Cincinnati, OH
45277-0065.
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.
|
|
This
letter does not constitute an offer, or the solicitation of an offer,
pursuant to the Royal Dutch Shell exchange offer referred to above.
The
exchange offer is not being made in Belgium, France, Italy, Japan
and
New
Zealand.
|
Unless
otherwise noted, transaction requests confirmed after the close of the market,
normally 3:00 p.m. Central time, or on weekends or holidays, will receive the
next available closing prices.
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
reallocation of assets depends on the timely liquidation of those assets. A
delay in liquidation may result in a change to the above noted
dates.
The
Thrift Fund is not a mutual fund. There
is
no guarantee that this product will maintain a stable value and the value of
a
share
may
vary.
The
investment options available through the plan reserve the right to modify or
withdraw the exchange privilege.
The
Royal
Dutch Shell 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