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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment
No. 3)*
N.V. Koninklijke
Nederlandsche
Petroleum Maatschappij
(Name of Issuer)
Royal Dutch Petroleum
Company
(Translation of
Issuer’s name into English)
Ordinary shares of the nominal
(par) value of 0.56 Euro
(€0.56) each
(Title of Class of Securities)
780257804
(CUSIP Number)
Michiel Brandjes
Company Secretary
Royal Dutch Shell plc
30, Carel van Bylandtaan
2596 HR The Hague
The Netherlands
+31 70 377 9111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
Copy to:
William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore LLP
CityPoint, One Ropemaker Street
London EC2Y 9HR
United Kingdom
+44 207 453 1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
September 19, 2005
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this
form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a
prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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CUSIP No. 780257804 |
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1. |
Name of Reporting Person: Royal Dutch Shell plc |
I.R.S. Identification Nos. of above persons (entities
only):
None |
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): OO |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o |
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6. |
Citizenship or Place of Organization: England and
Wales |
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Number
of Shares Beneficially Owned by Each Reporting Person
With |
7. |
Sole Voting Power: 2,038,379,943 |
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8. | Shared Voting
Power: None |
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9. | Sole Dispositive
Power: 2,038,379,943 |
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10. | Shared Dispositive
Power: None |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person:
2,038,379,943 |
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12. |
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): x |
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13. | Percent of Class Represented by
Amount in Row (11): 98.5% |
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14. | Type of Reporting Person (See
Instructions): HC, CO |
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TABLE OF CONTENTS
AMENDMENT
NO. 3 TO SCHEDULE 13D
This
Amendment No. 3 to Schedule 13D (“Amendment
No. 3”) amends and restates Items 3, 4, 5(a)
and 5(b) of the Schedule 13D filed by Royal Dutch Shell plc (“Royal Dutch Shell”) on July 29, 2005 (the
“Schedule 13D”) in respect of the ordinary shares of the nominal (par) value of 0.56 Euro (€0.56)
each (the “Ordinary Shares”) of N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch
Petroleum Company), a company organized pursuant to the laws of the Netherlands (“Royal Dutch”).
Capitalized terms used in this Amendment No. 3 but not defined herein have the meanings given to
such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Royal
Dutch Shell has acquired beneficial ownership of
2,038,379,943 Ordinary Shares of Royal
Dutch, or 98.5% of the issued and outstanding Ordinary Shares of Royal Dutch. This includes
all Ordinary Shares exchanged by Royal Dutch Shell for Royal
Dutch Shell shares in the Offer and the Subsequent Offer Acceptance Period. Royal Dutch
Shell did not exchange and does not intend to seek delivery of, and therefore disclaims beneficial ownership of, 2,982,288 Ordinary Shares in New York registry
form tendered in the Offer and 4,295,470
Ordinary Shares in New York registry form tendered in the
Subsequent Offer Acceptance Period via the guaranteed delivery
procedure but not
delivered to the U.S. exchange agent in respect of the Offer or
Subsequent Offer Acceptance Period as required by the Prospectus.
Under the terms of the Exchange
Offer, (a) for every Ordinary Share or Royal Dutch held in New York registry form tendered in the
Exchange Offer, the tendering shareholder received one Royal Dutch Shell Class A American
depository receipt (each, a “Class A ADR”) representing two Royal Dutch Shell Class A ordinary
shares (each, a “Class A Share”) and (b) for every Ordinary Share of Royal Dutch
held in bearer or Hague registry form tendered in the Exchange Offer, the tendering shareholder
received two Class A Shares. Other than the issuance of Class A Shares and Class A ADRs, no
consideration was paid to shareholders of Royal Dutch in connection with the Exchange Offer.
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Item 4. Purpose of Transaction
(a) Royal
Dutch Shell has proposed to acquire the 1.5% of Royal
Dutch Ordinary Shares held by the remaining public shareholders in Royal Dutch (the “Minority”), as part of
an internal restructuring that will include the merger of Royal Dutch into a
subsidiary,
Shell Petroleum N.V. (“SPNV”). The Minority
would receive cash or, at the option of
UK-resident shareholders who so elect, exchangeable loan notes. As a result of the merger SPNV
will be the surviving entity and Royal Dutch will cease to exist. The proposed merger of Royal Dutch into SPNV will allow for the acquisition on a compulsory
basis of the remaining interest in Royal Dutch held by the Minority.
Implementation
of the merger will require shareholder approval at a Royal Dutch
Extraordinary General Meeting (“EGM”). Royal
Dutch Shell intends to vote its 98.5% interest in favour of the
restructuring at the EGM and thus will be able to approve the
restructuring without the vote of any other shareholders
of Royal Dutch. The final terms, including the price to be paid in
exchange for each Royal Dutch Ordinary Share held by the
Minority, will be determined and announced in the fourth
quarter of 2005. Notice
of the EGM will be given in due course and it is intended that the
EGM and the restructuring will be completed before
the year-end. The restructuring will be subject to receipt of any
necessary consents and approvals and elements of these proposals are
the subject of consultation with relevant staff representative
bodies, as required.
The
Board of Royal Dutch has engaged ABN AMRO Bank N.V. as its financial
advisor. ABN AMRO Bank N.V. will assist the Board of Royal Dutch in
its evaluation of the fairness, from a financial point of view, of the exchange ratio and cash consideration to be received in the
restructuring by the Minority.
Royal
Dutch Shell has announced
previously that it reserves the right to use any legally permitted
method to obtain 100% of the Royal Dutch Ordinary Shares. If
the
merger is not completed as proposed Royal Dutch Shell intends to
commence Dutch statutory squeeze out proceedings in order to acquire the Ordinary Shares held by the
Minority. A squeeze out would result in the Minority receiving a cash payment in exchange
for their Royal Dutch Ordinary Shares. Under these proceedings, the price paid for Ordinary Shares of Royal
Dutch held by the Minority will be determined by a Dutch
court, which could appoint experts to advise it on the value of Ordinary Shares of Royal Dutch.
Further, if the squeeze out proceedings are successful, the minority holders of Ordinary Shares of
Royal Dutch will be required to transfer their Ordinary Shares of Royal Dutch against payment of
the price determined. Also, upon payment of the amount required to purchase the Ordinary Shares of
Royal Dutch into a prescribed bank account, Royal Dutch Shell would become the holder of the
Ordinary Shares of Royal Dutch by operation of law. The only remaining right of the minority
holders of Ordinary Shares of Royal Dutch would be to receive payment for their Ordinary Shares of
Royal Dutch.
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(b) As described above, Royal Dutch Shell intends to acquire the minority interest in Royal
Dutch through a merger between Royal Dutch and its subsidiary SPNV.
If the merger is not completed as proposed, Royal Dutch Shell intends to commence Dutch statutory squeeze out
proceedings.
(c) Under
the internal corporate restructuring, of which the merger of Royal Dutch and SPNV forms
a part, the 60:40 cross holdings of Royal Dutch and Shell Transport in SPNV and The Shell Petroleum
Company Limited (“SPCO”) will be unwound. SPNV and SPCO are the two holding companies which own
directly or indirectly all consolidated subsidiaries held by Royal
Dutch and Shell Transport (the “Group”) (on an individual
or joint basis). The restructuring involves several sequential steps that will result in the surviving company, SPNV,
becoming the parent of Shell Transport and the other members of the Group under Royal Dutch
Shell. No other sale or transfer of a material amount of assets of
Royal Dutch or any of its subsidiaries is currently planned or
proposed.
(d) Following the merger SPNV would be the surviving company and the board of directors of the
surviving entity would be that of SPNV.
(e) As a result of the merger and unwind transactions, Royal Dutch will cease to exist and
SPNV, the surviving entity will be the intermediate parent company of
the Group. Certain changes are expected to be made to the
organization of the share capital of Royal Dutch prior to the merger
in order to facilitate the merger. Other than
the changes related to the restructuring, there are no other changes planned to the capitalization
of Royal Dutch. While no determination has yet been made as to the future dividend policy
of the surviving entity, it may change its dividend policy following the restructuring when it
would become a wholly owned subsidiary of Royal Dutch Shell.
(f) As described above in (a) to (e), following the merger and unwind transactions, Royal
Dutch will cease to exist and SPNV will be the surviving corporate
entity. No other changes to the business or corporate structure of
Royal Dutch are planned or proposed.
(g) Other
than changes in Royal Dutch's articles of association expected to be
made in order to facilitate the restructuring, as described in (a) to (e) above, no changes to Royal Dutch’s articles
of association, articles of incorporation or other actions which may impede the acquisition of
control of Royal Dutch by any person are currently planned or proposed.
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(h) The Ordinary Shares of Royal
Dutch have been removed from the Official List of the UK Listing Authority and from trading on the
London Stock Exchange with effect from July 20, 2005. Following the achievement of an acceptance level in the
Exchange Offer in excess of the 95% required to de-list from Euronext Amsterdam, Royal Dutch Shell requested that
Royal Dutch seek de-listing from Euronext Amsterdam. A request from Royal Dutch to de-list has subsequently been
approved by Euronext Amsterdam, and the last day of trading of Royal
Dutch Shares on Euronext Amsterdam will be September 30, 2005.
Royal Dutch Shell also requested that Royal Dutch seek de-listing
from the New York Stock Exchange. In accordance with New York Stock
Exchange procedures, on August 9, 2005, Royal Dutch furnished the New
York Stock Exchange with a copy of a board resolution in respect of
de-listing adopted on August 5, 2005. On August 11, 2005, Royal
Dutch filed an application with the US Securities and Exchange
Commission to withdraw the Ordinary Shares of Royal Dutch from
listing on the New York Stock Exchange. A notice of the application
was published in the Federal Register on September 14, 2005,
requesting comment from interested parties by September 29, 2005.
(i) After the consummation of the merger and unwind transactions described above, the
Ordinary Shares of Royal Dutch will become eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act.
(j) Other than as described above, Royal Dutch Shell currently has no plans or proposals that
relate to, or would result in, any of the matters listed in Items 4(a) through 4(i) of Schedule 13D
(although Royal Dutch Shell reserves the right to develop such plans).
Item 5. Interest in Securities of Royal Dutch
(a) Royal
Dutch Shell has acquired beneficial ownership of 2,038,379,943 Ordinary Shares of Royal
Dutch, or 98.5% of the issued and outstanding Ordinary Shares of Royal Dutch (the
“Subject Shares”). This includes all Ordinary
Shares exchanged by Royal Dutch Shell for Royal Dutch Shell shares in
the Offer and the
Subsequent Offer Acceptance Period. Royal Dutch Shell did not exchange and does not intend to seek delivery
of, and therefore disclaims beneficial ownership of, 2,982,288
Ordinary Shares in New York registry form tendered in the Offer and
4,295,470 Ordinary Shares in New York
registry form tendered in the Subsequent Offer Acceptance Period via
the guaranteed delivery procedure but not delivered to the U.S. exchange
agent in respect of the Offer or Subsequent Offer Acceptance Period as required by the Prospectus.
(b) Royal Dutch Shell has the sole power to vote and to direct the vote, and the sole
power to dispose and to direct the disposition of, the Subject Shares.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date:
September 20, 2005
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ROYAL DUTCH SHELL PLC
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/s/ Michiel Brandjes
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Name: Michiel Brandjes |
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Title: Company Secretary |
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