[Federal Register Volume 70, Number 177 (Wednesday, September 14, 2005)]
[Notices]
[Pages 54420-54421]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-5004]


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SECURITIES AND EXCHANGE COMMISSION

[File No. 1-03788]


Issuer Delisting; Notice of Application of N.V. Koninklijke 
Nederlandsche Petroleum Maatschappij (English Translation, Royal Dutch 
Petroleum Company) To Withdraw Its Ordinary Shares, Par Value 0.56 
Euro, From Listing and Registration on the New York Stock Exchange, 
Inc.

September 7, 2005.
    On August 10, 2005, N.V. Koninklijke Nederlandsche Petroleum 
Maatschappij (English translation, Royal Dutch Petroleum Company), a 
company organized pursuant to the laws of the Netherlands (``Issuer''), 
filed an application with the Securities and Exchange Commission 
(``Commission'') pursuant to Section 12(d) of the Securities Exchange 
Act of 1934 (``Act'') \1\ and Rule 12d2-2(d) thereunder,\2\ to withdraw 
its ordinary shares, par value 0.56 euro (``Security''), from listing 
and registration on the New York Stock Exchange, Inc. (``NYSE'').
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    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
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    On August 5, 2005, a delegate committee of the Board of Management 
(``Committee'') of the Issuer approved resolutions to withdraw the 
Security from listing on NYSE. The Committee stated that the following 
reasons factored into its decision to withdraw the Security from NYSE. 
First, the Committee considered that in approving

[[Page 54421]]

the unification transaction between the Issuer and The ``Shell'' 
Transport and Trading Company, p.l.c., and recommending the public 
exchange offer (``Offer'') by Royal Dutch Shell, plc (``Royal Dutch 
Shell'') it was understood that following completion of the Offer that 
expired on July 18, 2005 and depending on the level of acceptance, 
Royal Dutch Shell intended to request the Issuer to seek delisting of 
its shares. It was noted that the Offer documents in relation to the 
unification transaction contemplated that Royal Dutch Shell would 
request such delisting. Second, the Committee also considered the 
likely effects of delisting described in the Offer documentation, 
including reduced liquidity and the fact that the Security in New York 
registry form might no longer constitute ``margin securities.'' Third, 
the Chairman of the Committee informed the Committee that this forecast 
regarding reduced liquidity has proved accurate: trading volumes in the 
Security have decreased on Euronext Amsterdam and NYSE after July 19, 
2005. In this regard, the Committee considered that should interest 
exist in trading the Security, an over-the-counter market might offer 
an adequate market for trading the Security. Fourth, furthermore, the 
Committee considered that a liquid market has developed and is being 
maintained in shares in the Issuer's parent company, Royal Dutch Shell, 
on the London Stock Exchange, Euronext Amsterdam, and NYSE. The 
Committee considered that these listings required Royal Dutch Shell to 
comply with listing rules and corporate governance requirements, and 
therefore that delisting of the Security from Euronext Amsterdam and 
NYSE would not result in investors in the Shell Group of Companies, 
(``Shell Group'') no longer benefiting from such corporate governance 
requirements. The Committee also noted that the proposed delisting 
would not impair the ability of investors interested in acquiring an 
interest in the Shell Group to acquire such an interest. Fifth, the 
Committee also noted that Royal Dutch Shell has publicly reserved the 
right to use any legally permitted method to obtain 100% of the 
Security. Sixth, the Committee also considered the cost of the listing 
fees and administrative time and expense associated with maintaining 
listings. In view of the factors noted above, the Committee expressed 
its unanimous view that the benefits of the Issuer to delist the 
Security from both Euronext Amsterdam and NYSE outweigh any 
disadvantages of such delisting for the remaining minority 
shareholders.
    The Issuer stated in its application that it has complied with the 
rules of NYSE by providing NYSE with the required documents governing 
an issuer's voluntary withdrawal of a security from listing and 
registration.
    The Issuer's application relates solely to the withdrawal of the 
Security from listing on NYSE and from registration under Section 12(b) 
of the Act,\3\ and shall not affect its obligation to be registered 
under Section 12(g) of the Act.\4\
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    \3\ 15 U.S.C. 78l(b).
    \4\ 15 U.S.C. 78l(g).
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    Any interested person may, on or before September 29, 2005 comment 
on the facts bearing upon whether the application has been made in 
accordance with the rules of NYSE, and what terms, if any, should be 
imposed by the Commission for the protection of investors. All comment 
letters may be submitted by either of the following methods:

Electronic Comments

     Send an e-mail to [email protected]. Please include 
the File Number 1-03788 or;

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-9303.
    All submissions should refer to File Number 1-03788. This file 
number should be included on the subject line if e-mail is used. To 
help us process and review your comments more efficiently, please use 
only one method. The Commission will post all comments on the 
Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). 
Comments are also available for public inspection and copying in the 
Commission's Public Reference Room. All comments received will be 
posted without change; we do not edit personal identifying information 
from submissions. You should submit only information that you wish to 
make available publicly.
    The Commission, based on the information submitted to it, will 
issue an order granting the application after the date mentioned above, 
unless the Commission determines to order a hearing on the matter.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
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    \5\ 17 CFR 200.30-3(a)(1).
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Jonathan G. Katz,
Secretary.
[FR Doc. E5-5004 Filed 9-13-05; 8:45 am]
BILLING CODE 8010-01-P