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
Senior Staff Savings Fund Participant:
Important
Notice Concerning Your Rights Under the Senior Staff Savings
Fund
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 Senior Staff Savings Fund because the Senior
Staff
Savings Fund 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 Senior Staff Savings Fund, including the Royal Dutch Stock
Fund,
represents a bookkeeping entry that measures Shell Oil
Company’s obligation to you. Holdings represented in the Senior Staff Savings
Fund are hypothetical and neither you nor the Senior Staff Savings Fund 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 Senior Staff Savings Fund will be
affected. Your
other investment options in the Senior Staff Savings Fund will not be affected
by the Blackout Period.
IMPORTANT
INFORMATION
In
order
to synchronize the handling of the Senior Staff Savings Fund 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
Senior
Staff Savings Fund. Your
other investment options in the Senior Staff Savings Fund 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 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
Senior Staff Savings Fund 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