-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Thx0kHtdtJTXeSucvgPm7AGVY9fRTwc4d+FA8WyqeS1Y928yXrF38VJhHZFd3EZ1 SQykMXe6mLaicBbT9ZfJXg== 0000072633-96-000006.txt : 19960229 0000072633-96-000006.hdr.sgml : 19960229 ACCESSION NUMBER: 0000072633-96-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960226 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960228 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH EUROPEAN OIL ROYALTY TRUST CENTRAL INDEX KEY: 0000072633 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 222084119 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08245 FILM NUMBER: 96527509 BUSINESS ADDRESS: STREET 1: P O BOX 456 STREET 2: 43 WEST FRONT STREET SUITE 19-A CITY: RED BANK STATE: NJ ZIP: 07701 BUSINESS PHONE: 9087414008 MAIL ADDRESS: STREET 1: P O BOX 456 STREET 2: 43 WEST FRONT STREET SUITE 19-A CITY: RED BANK STATE: NJ ZIP: 07701 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 1996 ------------------- NORTH EUROPEAN OIL ROYALTY TRUST ---------------------------------- (Exact name of Registrant as specified in its charter) Commission File No. 1-8245 Delaware 22-2084119 ----------------------- ----------------------- (State of organization) (IRS Employer I.D. No.) Suite 19A, 43 West Front Street, Red Bank, N.J. 07701 ---------------------------------------------------------------- (Address of principal executive offices) 908-741-4008 --------------------------------------------------- (Registrant's telephone number including area code) This report (including exhibits) consists of 11 pages. The Exhibit Index is located on page 4. -2- Item 5. Other Materially Important Event. -------------------------------- On February 26, 1996, Vice Chancellor Jack B. Jacobs of the Delaware Court of Chancery signed an Order Approving the Joint Petition of the Settlement of Pending Litigation. The announcement concerning this Order is contained in a press release that is included as Exhibit 99.1. The Order Approving the Joint Petition of the Settlement of Pending Litigation is included as Exhibit 99.2 and includes by reference the complete text of the Proposed Settlement included in the Form of Notice to Owners filed as Exhibit 99.2 in an 8-K filing made on December 12, 1995. -3- Item 7. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits. --------- Exhibit 99.1. Press release dated February 26, 1996 and distributed over PR Newswire. Exhibit 99.2. Order Approving Settlement signed by Vice Chancellor Jack Jacobs of the Delaware Court of Chancery on February 26, 1996. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTH EUROPEAN OIL ROYALTY TRUST -------------------------------- (Registrant) By: /S/ John R. Van Kirk --------------------- John R. Van Kirk Managing Director Dated: February 28, 1996 -4- EXHIBIT INDEX ------------- Page ---- Exhibit 99.1. Press release dated 5 February 26, 1996 Exhibit 99.2. Order Approving Settlement 6 signed by Vice Chancellor Jack Jacobs of the Delaware Court of Chancery on February 26, 1996. EX-99 2 -5- Exhibit 99.1 NORTH EUROPEAN OIL ROYALTY TRUST ANNOUNCES COURT APPROVAL OF LITIGATION SETTLEMENT WILMINGTON, DELAWARE February 26, 1996 -- The settlement proposed by North European Oil Royalty Trust (NYSE-NET) and the Delaware State Escheator for pending litigation was approved today. After a hearing before the Delaware Court of Chancery held today in Wilmington, Delaware, Vice Chancellor Jack Jacobs signed an order approving the jointly proposed settlement. The report of a court appointed solicitor ad litem, Grover C. Brown, had supported the settlement. The settlement mandates issuance of certain units to the Delaware State Escheator in approximately 60 days. "The approval of the settlement substantially eliminates the uncertainty of contingent liability for the Trust," said John R. Van Kirk, Managing Director of the Trust, "and is a fair conclusion to one chapter in the Trust's history." Trust units of beneficial interest are traded on the New York Stock Exchange under the symbol NET. For further information, contact John R. Van Kirk, Managing Director at (908) 741-4008. EX-99 3 -6- Exhibit 99.2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY IN THE MATTER OF NORTH ) CONSOLIDATED EUROPEAN OIL ROYALTY TRUST ) ------------ ) Civil Action No. 753 - -------------------------------------) ) SARAH JACKSON, Escheator of the ) State of Delaware, ) ) Plaintiff, ) ) v. ) Civil Action No. 8731 ) NORTH EUROPEAN OIL ROYALTY TRUST, ) and ROBERT P. ADELMAN, ROBERT J. ) CASTLE, WILLARD B. TAYLOR and ) JOHN H. VAN KIRK, Its Trustees, ) ) Defendants. ) ORDER APPROVING SETTLEMENT -------------------------- This 26th day of February, 1996, the Court having considered the Joint Petition for Approval of Settlement of Pending Litigation ("Joint Petition") at a hearing on February 26, 1996, after notice was sent to all Certificate Holders of the Trust and the Solicitor ad litem, and the Court having considered the Report of the Solicitor ad litem and all comments received in response to the notice, IT IS HEREBY ORDERED THAT: 1. The Court finds that the settlement terms set forth in the Joint Petition represent a fair and reasonable compromise for all concerned interests, including the State of Delaware, the Trust, the Certificate Holders and the unlocated stockholders, and that the settlement will avoid further litigation, with attendant costs and risks for all concerned interests. 2. The Settlement of Civil Action 8731 is approved upon the terms set forth in the Joint Petition. 3. The Trust will issue to the Escheator certificates for all of the units attributable to the Category I Unlocated Stockholders, according to the following schedule: a. Within thirty (30) days after this Order Approving Settlement ("Order") becomes final and non-appealable (or in the event of appeal, within thirty (30) days after final determination of all appeals), the Trust shall issue to the Escheator a certificate or certificates for fifty percent (50%) of the units attributable to Category I Unlocated Stockholders. b. On or before July 1, 2000, the Trust shall issue to the Escheator a certificate or certificates for fifty percent (50%)(1) of the then-remaining units attributable to Category I Unlocated Stockholders. c. On or before July 1, 2005, the Trust shall issue to the Escheator a certificate or certificates for all of the then-remaining units attributable to Category I Unlocated Stockholders. 4. Until June 30, 2005, the units so delivered to the Escheator shall be fully entitled to all future distributions and included in the computation base for such distributions. 5. To assure an orderly market, the Escheator in making any sales of units shall be restricted to the numerical sales limitations of the Securities and Exchange Commission Rule 144 (whether or not such rule technically applies). 6. Any publicity announcement concerning this settlement (other than that required by the federal securities laws disclosure requirements) shall require the agreement of both parties to the settlement. 7. Beginning on the date when the Trust issues to the Escheator the first certificate for units attributable to Category I Unlocated Stockholders, if any shares of the Category I Unlocated Stockholders are tendered in - -------------------- (1) Equal to twenty-five percent (25%) of the original amount of Category I Unlocated Stockholders less units issued to allowed claims. -2- exchange for Trust units, the Trust shall continue to administer such claims. In computing the amounts to be paid to any such claimants, the amounts of distributions made after the time of this settlement until claim allowance and payment shall be added to the amount required to be paid to such allowed claimant. Nevertheless, the obligation to issue units and pay dividends and distributions with respect to such shares in accordance with Section 3.10 of the Royalty Trust Agreement shall be borne by and between the Trust and the Escheator in the following proportion: (i) from the date the Trust first issues certificates for units to the Escheator to June 30, 2000, the Trust and Escheator shall each pay fifty percent (50%) of all claims; (ii) from July 1, 2000 to June 30, 2005, the Trust shall pay twenty-five percent (25%) and the Escheator shall pay seventy-five percent (75%) of all claims. At all stages of this settlement following the initial date at which the Escheator receives the first certificates for units and continuing through June 30, 2005, the Escheator's liability under this Paragraph of the Order for allowed claims shall be limited to the total value of units (2) and distributions it has received from the Trust and any shortfall shall be paid by the Trust. 8. Section 3.10 of the Royalty Trust Agreement shall be deemed amended to provide that, effective July 1, 2005, after certificates for all units attributable to Category I Unlocated Stockholders have been issued to the Escheator, the Trustees shall have no further obligation to issue units or pay dividends or distributions to Category I Unlocated Stockholders included in this settlement. From and after that date, all claims by Category I Unlocated Stockholders against the Trust under Section 3.10 shall be barred, and any Category I Unlocated Stockholder with evidence of ownership or - -------------------- (2) The value of the Units for this purpose shall be computed on the basis of the closing market price on the date of delivery of the units to the Escheator. -3- entitlement to Corporation or Company shares shall be entitled only to file a claim with the Escheator in accordance with 12 Del.C. sec. 1206. For purposes of administering claims under 12 Del.C. sec. 1206, the Escheator shall distribute units (or the proceeds from the sale of units) on a "first in, first out" basis according to the order in which the units were received by the Escheator from the Trust. 9. Section 4.7 of the Royalty Trust Agreement shall be deemed amended to provide that, effective July 1, 2005, after certificates for all units owed to Category I Unlocated Stockholders have been issued to the Escheator, the Trust shall no longer be required to set aside any amount for claims by the Category I Unlocated Stockholders upon termination of the Trust and any amounts remaining at the time of termination of the Trust may be disbursed or distributed as if the shares of the Category I Unlocated Stockholders had never existed. 10. The Trustees are authorized, without further court approval, to implement parallel arrangements regarding the Category II Unlocated Stockholders with such other potential escheator states as may be willing to adhere to the settlement arrangements outlined herein to which Delaware has agreed. 11. Section 3.10 of the Royalty Trust Agreement shall be deemed amended to provide that effective at the earlier of July 1, 2005, or after certificates for all units attributable to Category II Unlocated Stockholders have been issued to the appropriate state Escheator, the Trustees shall have no further obligation to issue units or pay dividends or distributions to Category II Unlocated Stockholders. From and after that date, all claims by Category II Unlocated Stockholders against the Trust under Section 3.10 shall be barred and any Category II Unlocated Stockholders with evidence of ownership or entitlement to Corporation or Company shares shall be entitled only to file a claim with the appropriate state Escheator. -4- 12. Section 4.7 of the Royalty Trust Agreement shall be deemed amended to provide that, effective at the earlier of July 1, 2005 or after certificates for all units owed to Category II Unlocated Stockholders have been escheated to the states of their respective last known addresses, the Trust shall no longer be required to set aside any amount for claims by the Category II Unlocated Stockholders upon termination of the Trust and any amounts remaining at the time of termination of the Trust may be disbursed or distributed as if the shares of the Category II Unlocated Stockholders had never existed. 13. The Trustees and the Escheator are authorized and directed to take such actions as are necessary to consummate the settlement pursuant to the terms set forth in the Joint Petition and this Order. 14. The Court retains jurisdiction over this matter and the parties hereto until further order of the Court for the purpose of supervising compliance with this Order. /s/ Jack B. Jacobs ------------------------------ Vice Chancellor -5- -----END PRIVACY-ENHANCED MESSAGE-----