UNITED STATES
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
December 4, 2013
(Date of earliest event reported)
Torch Energy Royalty Trust
(Exact name of registrant as specified in its charter)
Delaware | 1-12474 | 74-6411424 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices, including zip code)
302/636-6018
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
On December 4, 2013, the Torch Energy Royalty Trust (Trust) reported its cash distribution payable on December 23, 2013 to unitholders of record on December 13, 2013. A copy of the press release is furnished with this report as Exhibit 99.1.
The information in this report is being furnished pursuant to Item 2.02 Results of Operations and Financial Condition, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act). This information shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits |
Exhibit 99.1 | Torch Energy Royalty Trust Press Release dated December 4, 2013 (furnished not filed). |
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.
TORCH ENERGY ROYALTY TRUST | ||||||
By: Wilmington Trust Company, not in its | ||||||
individual capacity but solely as Trustee for | ||||||
the Trust | ||||||
Date: December 4, 2013 | By: | /s/ John M. Beeson, Jr. | ||||
John M. Beeson, Jr. | ||||||
Senior Vice President | ||||||
(The Trust has no employees, directors or executive officers.) |
EXHIBIT INDEX
Exhibit No. |
Description | |
Exhibit 99.1 | Torch Energy Royalty Trust Press Release dated December 4, 2013 (furnished not filed). |
Exhibit 99.1
N E W S R E L E A S E
FOR IMMEDIATE RELEASE | Contact: | |||
December 4, 2013 | Investor Relations Dept. | |||
(800) 536-7453 |
TORCH ENERGY ROYALTY TRUST DECLARES
FOURTH QUARTER 2013 CASH DISTRIBUTION
HOUSTON - Torch Energy Royalty Trust (Trust) (OTC PINK Sheets: TRRU) (www.torchroyalty.com) today announced a cash distribution of $3,390,639.72 or .394260 cents per unit, payable on December 23, 2013 to unitholders of record on December 13, 2013. This distribution mainly relates to the proceeds from the sale of the Trusts remaining assets, net of certain Trusts cost and expenses pertaining to its liquidation. As previously reported in the Trusts Form 8-K as filed with the Securities and Exchange Commission on August 30, 2013, the Trust simultaneously signed and closed a purchase and sale agreement on August 30, 2013 by and among the Trust, Torch Royalty Company, Torch E&P Company, N.M.L. Inc. (the Buying Parties) and Torch Energy Advisors Incorporated, pursuant to which the Trust and the Torch Energy Louisiana Royalty Trust sold its remaining assets in certain net profits interests attributable to the underlying working interests in certain fields that produce from the Cotton Valley and Austin Chalk formations located in the State of Texas and the Chalkley field located in the State of Louisiana for a purchase price of $3,258,330. The Buying Parties were the successful bidder in the public auction of such assets.
Pursuant to the Trust Agreement, the trustee established a cash reserve following the termination of the Trust in January 2008. Such cash reserve is comprised of certain net proceeds received by the Trust which were withheld from cash distributions to unitholders for the payment of actual, contingent and uncertain liabilities associated with the liquidation and winding down of the Trust. The Trusts cash reserve will be held by the Trust until all expenses have been paid in connection with the wind down. The current cash reserve is approximately $150,000. To the extent that any of the cash reserve remains after the payment of all of the Trusts expenses, the trustee may make one or more additional cash distributions to the unitholders of record; however, no assurance can be made that any such distributions will occur.
All of the assets of the Trust have been sold as of August 30, 2013 and the trustee is in the process of winding down the Trust as previously approved by the affirmative vote of the requisite number of unitholders. The Trust no longer receives any net proceeds from the net profits interests as of the effective date of the purchase agreement for those assets (May 1, 2013).
About the Trust
The Trust was terminated by a vote of the unitholders in January 2008. The Trust is currently in the wind down period. Pursuant to the Trust Agreement, upon termination of the Trust, the assets of the Trusts were to be sold and the proceeds distributed to unitholders. Following a public auction of the Trusts assets, the Trust sold its net profits interests associated with the oil and gas properties located in the Robinsons Bend Field in the Black Warrior Basin to Robinsons Bend Production II, LLC. In August 2013,
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the Trust sold its net profits interests attributable to the underlying working interests in certain fields that produce from the Cotton Valley and Austin Chalk formations in the State of Texas and the Chalkley field located in the State of Louisiana.
Additional information about the Trust can be found in the Trusts filings with the Securities and Exchange Commission and on the Trusts website, www.torchroyalty.com.
A Note on Forward-Looking Statements:
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Trusts business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words believe, expect, plan, intend, estimate, or anticipate and similar expressions, as well as future or conditional verbs such as will, should, would, and could, often identify forward-looking statements. The Trust believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Trust may not realize its expectations and its beliefs may not prove correct. These and other risks, uncertainties and assumptions are detailed in the Risk Factors section and elsewhere in the documents filed by the Trust with the Securities and Exchange Commission. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. The Trust undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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