November 9, 2005
Via Facsimile (44 207 860 1150) and U.S. Mail
William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore LLP
CityPoint, One Ropemaker Street
London EC2Y 9HR
United Kingdom
RE: Royal Dutch Petroleum Company
Schedule 13E-3 filed by Royal Dutch Shell plc and Shell
Petroleum N.V.
Filed November 3, 2005
File No. 5-80496
Dear Mr. Rogers:
We have reviewed the above filing and have the following
comments. Our review is limited to the terms of the going private
transaction and the application of Rule 13e.3 Where indicated, we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary. Please be
as
detailed as necessary in your explanation. In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure. After reviewing this
information,
we may or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Schedule 13E-3
1. It appears that the registrant, Royal Dutch Petroleum Company,
is
engaged in the transaction and, accordingly, should be a filing
person on the Schedule 13e-3 and otherwise comply with the
requirements of Rule 13e-3 and Schedule 13E-3. Please revise to
clarify that Royal Dutch is a filing person. In this regard,
while
the company has not signed the schedule, it appears to have made
the
required fairness determination.
2. We note that the filing persons have checked the box on the
cover
of the Schedule 13E-3 to indicate the existence of a solicitation
subject to Regulation 14A or 14C of the Exchange Act. Please
revise.
Special Factors
Position on the Fairness of the Proposed Transaction, page 11
3. As part of its fairness determination, each filing person must
provide its own Item 1014 analysis which addresses the factors set
forth in Instruction 2 to Item 1014 or adopt the analysis of
another
party as its own. See Release No. 34-17719 (April 13, 1981) at
Question 20. To the extent that the board did not consider any one
of
the factors listed in the instruction to Item 1014 in conjunction
with its fairness determination, discuss the reasons why it did
not
give any or much weight to these factors. To the extent that the
board is relying on the analysis of ABN AMRO to satisfy its Item
1014
obligations, the board should adopt the analysis. It is unclear
from
the discussion whether the board addressed all the factors.
4. We note the reference to the absence of certain procedural
safeguards on page 10 of the disclosure document. Please expand
the
fairness determination to address how the board, and other filing
persons as applicable, determined the fairness of the transaction
in
the absence of the procedural safeguards identified in Item 1014
of
Regulation M-A.
Opinions of ABN AMRO, page 16
5. While we note the statement on page 18 that the company
provided
no financial forecasts to ABN AMRO for purposes of its analyses,
please supplementally advise us as to the nature of the documents
and
information provided by management as noted in the fourth and
fifth
bullets on page 17 and of the discussions with Royal Dutch Shell,
Royal Dutch and Shell Transport as noted in the third paragraph on
page 20.
6. We note from the disclosure on page 18 that a "key principle
underlying ABN AMRO`s approach and analyses was that the Exchange
Ratio ... should be considered in the context of the Unification
Transaction." Please expand to describe the basis for this
principle
and address ABN AMRO`s role in the Unification Transaction. For
example, did ABN AMRO provide an opinion with regard to the
exchange
ratio in the Unification Transaction? Further, expand the
disclosure
on page 29 to quantify the amount that ABN AMRO has received from
the
parties in connection with the Unification Transaction.
7. To the extent possible, expand the discussion of the analyses
to
provide the underlying support and calculations in more detail.
Reports of independent accountants, page 29
8. Expand to quantify the amounts paid to the accountants in
connection with their services.
Annexes A and B
9. Please revise the disclosure to clarify whether ABN AMRO has
consented to the discussion of its analysis in the disclosure
document. In this regard, we note from the letter that any
discussion in the disclosure document must be in a form reasonably
acceptable to ABN AMRO and its counsel.
************************************
Please amend your Schedule 13E-3 in response to these
comments
promptly. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all material information to
investors. Since the company, its management and the filing
persons
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from each of the filing persons
acknowledging
that:
* the filing person is responsible for the adequacy and accuracy
of
the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the filing person may not assert staff comments as a defense in
any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
Please contact the undersigned at (202) 551-3265 with any
questions.
Sincerely,
Pamela W. Carmody
Special Counsel
Office of Mergers and
Acquisitions
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William P. Rogers, Esq.
Cravath, Swaine & Moore LLP
November 9, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE