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
Shell SEG Deferral Plan Participant:
Important
Notice Concerning Your Rights Under the Shell SEG Deferral
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 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.
Fidelity
Management Trust Company, the trustee of the trust associated with the Shell
SEG
Deferral Plan, will make all decisions relating to the exchange (or “tender”) of
existing Royal Dutch Stock Account holdings. Subject to the approval of the
Transaction, your balance (if any) in the existing Royal Dutch Stock Account
will automatically be exchanged for an equivalent number of shares in the new
Royal
Dutch Shell Stock Account.
(You do
not need to take any action for this to occur.)
Only
the Royal Dutch Stock Account within the Shell SEG Deferral Plan will be
affected. Your
other investment options in the Shell SEG Deferral Plan will not be affected
by
the
Blackout
Period.
IMPORTANT
INFORMATION
In
order
to deal with the mechanics of the exchange of shares of Royal Dutch stock for
shares of
Royal
Dutch Shell plc stock and to ensure that all information is transferred
accurately from the
Royal
Dutch Stock Account to the Royal
Dutch Shell Stock Account, there
will be a period
of
time
when you will be unable to process transactions in the Royal Dutch Stock
Account. 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 Account within the Shell
SEG Deferral Plan. Your
other investment options in the Shell SEG Deferral 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 Account. For this reason, it is very important that
you
review and consider the appropriateness of your current investments in the
Royal
Dutch Stock Account 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 Account, 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 Account 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 Account to a more conservative
investment option, such as the Fidelity Money Market Trust: Retirement Money
Market Portfolio, prior to the beginning of the Blackout Period.
What
Royal Dutch Stock Account 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 Account to
another investment option once the Blackout Period begins. You also
will
not be able to exchange any balance into the Royal Dutch Stock Account
from
another investment option until the Blackout Period
ends.
|
| · |
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
Account. All other investment options, except the Royal Dutch Stock
Account, 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 not invested in the Royal Dutch Stock
Account
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 Account
to
complete a total distribution of your
account.
|
What
will happen to contributions during the Blackout Period?
| · |
Contributions
during the blackout period that would otherwise have been directed
to
the
Royal Dutch Stock Account will be directed to the Fidelity Money
Market
Trust: Retirement Money Market Portfolio. After the blackout period
is
over, contributions that
were previously directed to the Royal Dutch Stock Account will be
directed
to the Royal
Dutch Shell Stock Account.
|
When
can activities resume?
| · |
Subject
to the approval of the Transaction, it is anticipated that the
Royal
Dutch Shell Stock Account
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.
|
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.
|
Before
investing in any mutual fund, please carefully consider the investment
objectives, risks, charges and expenses. For
this and other information, call or write Fidelity for a free prospectus. Read
it carefully before you invest.
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
Shell
SEG Deferral Plan is a non-qualified plan. Although the company may establish
a
grantor type trust to hold assets, in the event of the company’s bankruptcy, any
account established for you would be subject to the claims of the company’s
creditor(s). 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
investment options available through the plan reserve the right to modify or
withdraw the exchange privilege.
An
investment in a money market fund is not insured or guaranteed by the FDIC
or
any other government agency. Although money market funds seek to preserve
the value of your investment at $1 per share, it is possible to lose money
by
investing in these funds.
The
Royal
Dutch Shell 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