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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. 6)*
N.V. Koninklijke
Nederlandsche
Petroleum Maatschappij
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)
(Title of Class of Securities)
780257804
(CUSIP Number)
(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)
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)
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)
December 13, 2005
(Date of Event Which Requires Filing of this Statement)
(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 | ||||||
| 1. | Name of Reporting Person: Royal Dutch Shell plc |
I.R.S. Identification Nos. of above persons (entities
only): None |
||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Source of Funds (See Instructions): OO |
|||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
| 6. | Citizenship or Place of Organization: England and Wales |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 7. | Sole Voting Power: 2,038,380,043 | |||||
| 8. | Shared Voting
Power: None | |||||
| 9. | Sole Dispositive
Power: 2,038,380,043 | |||||
| 10. | Shared Dispositive
Power: None | |||||
| 11. | Aggregate Amount Beneficially
Owned by Each Reporting Person:
2,038,380,043 |
|||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): x | |||||
| 13. | Percent of Class Represented by
Amount in Row (11): 98.5% | |||||
| 14. | Type of Reporting Person (See
Instructions): HC, CO | |||||
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AMENDMENT
NO. 6 TO SCHEDULE 13D
This
Amendment No. 6 to Schedule 13D (“Amendment
No. 6”) amends and restates Items 4, 6 and 7 of the
Schedule 13D filed by Royal Dutch Shell plc (“Royal Dutch
Shell”) on July 29, 2005, as amended and supplemented from
time to time, (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. 6 but not defined herein have the meanings given to
such terms in the Schedule 13D.
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Item 4. Purpose of Transaction
(a) As
discussed above, Royal
Dutch Shell intends to acquire the 1.5% interests of Royal
Dutch held by the Minority, as part of
the Restructuring. As a result of the merger that is part of the
Restructuring, SPNV
will be the surviving entity and Royal Dutch will cease to exist. The merger will allow for the acquisition on a compulsory
basis of the remaining interest in Royal Dutch held by the Minority.
A
Royal Dutch Extraordinary General Meeting (“EGM”) is required to implement the
Restructuring and resolve upon the merger. The Restructuring is also
subject to other customary closing conditions, which are expected to
be satisfied prior to December 21, 2005. The EGM will be held on December 16, 2005 in The Hague,
The Netherlands and it is expected that the Restructuring will be completed on or about December
21, 2005.
Royal
Dutch Shell intends to vote its 98.5% shareholding in Royal Dutch in favor of the
Restructuring, including the merger, at the EGM and thus will be able to approve the
Restructuring without the vote of any other shareholders
of Royal Dutch. Notice
of the EGM was published on November 18, 2005. Each of Royal Dutch Shell and
Royal Dutch has the right to
abandon the restructuring if it is not completed before January 1, 2006.
In connection with the transaction, ABN AMRO Bank N.V., as financial adviser to the Royal
Dutch Board, has delivered two written opinions to the Royal Dutch Board to the effect that based
upon and subject to the matters considered, assumptions used and
qualifications set forth therein (i) as at October 31, 2005, the exchange ratio in the merger and the cash
consideration pursuant thereto were fair, from a financial point of view, to minority shareholders who will receive
the cash consideration in the merger and (ii) the value of the loan note consideration to be offered
to eligible UK resident shareholders, when issued, will not be greater than the value of the cash
consideration under the terms of the merger.
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. If the squeeze out proceedings are successful, upon payment of the amount required to purchase the Royal Dutch Ordinary Shares into a prescribed bank account, Royal Dutch Shell would become the holder of the
Royal Dutch Ordinary Shares by operation of law. The only remaining right of the Minority would be to receive payment for their
Royal Dutch Ordinary Shares.
(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 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.
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(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 Restructuring, Royal Dutch will cease to exist and
SPNV, the surviving entity, will be the intermediate parent company of
the Group. In connection with the merger the share capital of Royal
Dutch will be reorganized into three classes shortly before the merger: X shares held by Royal
Dutch Shell, Y shares held by eligible UK resident shareholders electing to receive loan
notes and ordinary shares held by Royal Dutch Shell and the Minority receiving cash. In the event the merger is not completed
before January 1, 2006 and the Restructuring Implementation Agreement
(described in Item 6 below) is terminated, the parties to such
agreement are obligated to take all reasonable steps to effectively
reverse any steps taken in the Restructuring to the extent legally
permissible and as determined by them to be practicable in the circumstances. In that circumstance,
the Royal Dutch articles of association could be amended to return to the original articles of association with the vote of a majority of the share capital
voting together, so that the vote of the shares held by Royal Dutch
Shell would control the outcome.
(f) As
described above in (a) to (e), following the Restructuring, 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.
(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. Royal Dutch Shell requested that
Royal Dutch seek de-listing from Euronext Amsterdam and the New York
Stock Exchange. A request from
Royal Dutch to de-list was approved by Euronext Amsterdam, and the last day of trading of Royal
Dutch Shares on Euronext Amsterdam was September 30, 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.
Royal Dutch Shell submitted a comment letter relating to the
application on September 28, 2005. The SEC issued an order on
November 18, 2005 granting Royal Dutch’s application and the
Ordinary Shares of Royal Dutch were delisted from the New York Stock
Exchange on November 21, 2005.
(i) After
the consummation of the Restructuring, 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).
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
Royal Dutch
On May 18, 2005, Royal Dutch Shell, Royal Dutch and Shell Transport entered into an Implementation
Agreement in respect of the unification transaction setting forth, inter alia, the conditions to
and conduct of the unification transaction, the recommendation and approvals of Royal Dutch and
Shell Transport in connection with the Exchange Offer and the Scheme, and the corporate governance
being implemented in connection with the unification transaction. Pursuant to the Implementation
Agreement, Royal Dutch Shell agreed with Royal Dutch and Shell Transport to make the Exchange Offer
on the terms set out in the offer documents with respect thereto. Royal Dutch agreed, subject to
its directors’ fiduciary duties, to use all reasonable endeavors to procure the satisfaction of the
conditions to the Exchange Offer and to implement the Exchange Offer in accordance with its terms
as set out in the offer documents. In addition, Royal Dutch Shell agreed not to vary, terminate or
withdraw the Exchange Offer or to waive the conditions to the Exchange Offer or to determine
whether such conditions have been satisfied without the prior written consent of Royal Dutch and
Shell Transport.
On October 31, 2005, Royal Dutch Shell, Royal Dutch, Shell Transport, SPNV and SPCO entered into an
Implementation Agreement in respect of the Restructuring, setting forth, inter alia, the conditions
to and conduct of the Restructuring. Pursuant to the Restructuring Implementation Agreement, the
parties agreed, subject to its directors’ fiduciary duties, to use all reasonable endeavors to
procure the satisfaction of the conditions to the Restructuring and to implement the Restructuring
as set out in the agreement. In addition, if the Restructuring is not fully consummated in all
material respects prior to January 1, 2006, the Restructuring Implementation Agreement may be
terminated by Royal Dutch Shell or Royal Dutch. If the Restructuring Implementation Agreement is
terminated, the parties agree to take all reasonable steps to effectively reverse any steps in the
Restructuring taken, to the extent legally permissible and practicable (as determined by the
parties) in the circumstances.
On December 13, 2005, Royal Dutch settled claims relating to the Restructuring brought in the
enterprise chamber of the Court of Appeals in Amsterdam. The material terms of this settlement are
that all injunctions requested by plaintiffs are withdrawn and the request for the Court to
establish whether mismanagement has taken place is withdrawn as well. The parties have requested
the Court to express a view on the fairness of the cash merger consideration to be received by the
Minority in the Restructuring. The result is that the Restructuring will go ahead as previously
announced.
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
| Exhibit | ||||
| Number | Exhibit Name | |||
| 1. | Press
release of Royal Dutch regarding the settlement of legal proceedings
dated December 13, 2005 (incorporated by reference to the
Form 6-K furnished by Royal Dutch on December 14, 2005). |
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