FORM 20-F/A
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Commission file number 1-3788 N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Exact name of registrant as specified in its charter) | Commission file number 1-4039 The “Shell” Transport and Trading Company, Public Limited Company (Exact name of registrant as specified in its charter) | |
| Royal Dutch Petroleum Company (Translation of registrant’s name into English) | ||
| The Netherlands (Jurisdiction of incorporation or organisation) 30, Carel van Bylandtlaan, 2596 HR The Hague, The Netherlands tel. no: (011 31 70) 377 9111 (Address of principal executive offices) | England (Jurisdiction of incorporation or organisation) Shell Centre, London SE1 7NA, England tel. no: (011 44 20) 7934 1234 (Address of principal executive offices) | |
Securities Registered Pursuant to Section 12(b) of the Act
| Name of Each Exchange | Name of Each Exchange | |||||
| Title of Each Class | on Which Registered | Title of Each Class | on Which Registered | |||
| Ordinary shares of the nominal (par) value of 0.56 Euro (€0.56) each | New York Stock Exchange* | New York Shares representing Ordinary shares of the issuer of an aggregate nominal amount of £1.50 each and evidenced by Depositary Receipts (“New York Shares”) Ordinary shares of 25p each*** | New York Stock Exchange** |
| *Also admitted to unlisted trading privileges on the following Stock Exchanges: Boston, Cincinnati, Midwest, Pacific and Philadelphia. | **Also admitted to unlisted trading privileges on the following Stock Exchanges: Boston, Cincinnati, Midwest, Pacific and Philadelphia. ***Not for trading, but only in connection with the listing of New York Shares on the New York Stock Exchange. |
Securities Registered Pursuant to Section 12(g) of the Act
Securities For Which There is a Reporting Obligation Pursuant to Section 15(d) of the Act
| Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Outstanding as of December 31, 2003: 2,083,500,000 ordinary shares of€0.56 each. | Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Outstanding as of December 31, 2003: 9,667,500,000 Ordinary shares of the nominal amount of 25p each. |
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. YesüNo
Indicate by check mark which financial statement item the registrants have elected to follow. Item 17üItem 18
Copies of notices and communications from the Securities and Exchange Commission should be sent to:
CRAVATH, SWAINE & MOORE LLP
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2003, as filed with the U.S. Securities and Exchange Commission on June 30, 2004 (the Original Form 20-F), amends the Original Form 20-F to include the signature pages to such form, which were inadvertently omitted from the EDGAR transmission of the Original Form 20-F.
Signatures
As to the undersigned registrant, this Report consists solely of the information referred to on the cross-reference sheet headed Royal Dutch and does not include the information as to Shell Transport on page 35 under the heading “Selected Financial Data”, on page 38, on pages 83 through 93 and pages S2 through S22.
The material in this Report is stated as at December 31, 2003, except that certain 2004 subsequent events are stated down to June 14, 2004.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorised.
N.V. Koninklijke Nederlandsche Petroleum Maatschappij
/s/ Jeroen van der Veer
Jeroen van der Veer
/s/ Rob Routs
Rob Routs
The Hague
June 29, 2004
As to the undersigned registrant, this Report consists solely of the information referred to on the cross-reference sheet headed Shell Transport and does not include the information as to Royal Dutch on page 35 under the heading “Selected Financial Data”, on page 37, on pages 72 through 82 and pages R2 through R20.
The material in this Report is stated as at December 31, 2003, except that certain 2004 subsequent events are stated down to June 14, 2004.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorised.
The“ Shell” Transport and Trading Company, Public Limited Company
/s/ Malcolm Brinded
Malcolm Brinded
London
June 30, 2004
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorised.
N.V. KONINKLIJKE NEDERLANDSCHE PETROLEUM MAATSCHAPPIJ
/s/ Jeroen van der Veer
/s/ Michiel Brandjes
July 1, 2004
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorised.
THE “ SHELL ” TRANSPORT AND TRADING COMPANY, PUBLIC LIMITED COMPANY
/s/ Malcolm Brinded
July 1, 2004
Exhibits
Exhibit index
| Exhibit | Page | |||||
| No. | Description | No. | ||||
| 1.1 | Articles of Association of Royal Dutch (incorporated by reference to Exhibit 1.1 to the Annual Report on Form 20-F (Commission Files 1-3788 and 1-4039) of Royal Dutch and Shell Transport filed with the Securities and Exchange Commission on March 31, 2003) | |||||
| 1.2 | Memorandum and Articles of Association of Shell Transport (incorporated by reference to the Report of Foreign Issuer on Form 6-K (Commission File No. 1-4039) of Shell Transport furnished to the Securities and Exchange Commission on June 21, 2002) | |||||
| 4.1 | Adjustment Agreement between Royal Dutch and Shell Transport dated July 5, 1907, and certain amendments thereto (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 20-F (Commission File Nos. 1-3788 and 1-4039) of Royal Dutch and Shell Transport filed with the Securities and Exchange Commission on March 31, 2003) | |||||
| 4.2 | Shell Petroleum N.V. Stock Option Plan, as amended (incorporated by reference to the Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-7590) of Royal Dutch and Shell Transport filed with the Securities and Exchange Commission on June 28, 2001) | |||||
| 4.3 | Shell Petroleum Company Limited Stock Option Plan (1967), as amended (incorporated by reference to the Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-7590) of Royal Dutch and Shell Transport filed with the Securities and Exchange Commission on June 28, 2001) | |||||
| 8 | Significant Group companies as at December 31, 2003* | |||||
| 23.1 | Consent of KPMG Accountants N.V., The Hague* | |||||
| 23.2 | Consent of PricewaterhouseCoopers LLP, London* | |||||
| 23.3 | Consent of KPMG Accountants N.V., The Hague and PricewaterhouseCoopers LLP, London* | |||||
| 23.4 | Consent of KPMG Accountants N.V., The Hague* | |||||
| 23.5 | Consent of KPMG Accountants N.V., The Hague and PricewaterhouseCoopers LLP, London* | |||||
| 23.6 | Consent of KPMG Accountants N.V., The Hague and PricewaterhouseCoopers LLP, London* | |||||
| 23.7 | Consent of KPMG Accountants N.V., The Hague and PricewaterhouseCoopers LLP, London* | |||||
| 99.1 | Section 302 Certification of Royal Dutch | E1 | ||||
| 99.2 | Section 302 Certification of Royal Dutch | E2 | ||||
| 99.3 | Section 302 Certification of Shell Transport | E3 | ||||
| 99.4 | Section 302 Certification of Shell Transport | E4 | ||||
| 99.5 | Section 906 Certification of Royal Dutch* | |||||
| 99.6 | Section 906 Certification of Shell Transport* | |||||
| * | Filed as part of the Original Form 20-F. |
