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
September 19, 2011
(Date of earliest event reported)
Torch Energy Royalty Trust
(Exact name of registrant as specified in its charter)
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| Delaware
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1-12474
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74-6411424 |
| (State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
| incorporation or organization)
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Identification Number) |
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices, including zip code)
302/636-6435
(Registrant’s 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On September 21, 2011, the Torch Energy Royalty Trust (the “Trust”) issued a press release
announcing that the Trust has commenced a formal auction process for the sale of the net profits
interests of the Trust as of September 19, 2011. As reported on the Trust’s Current Reports on
Form 8-K filed on August 4, 2011 and Form 8-K/A filed on August 5, 2011 with the Securities and
Exchange Commission, the Trust entered into an agreement (on August 1, 2011) for advisory and
marketing services with respect to the sale of the net profits interests of the Trust with PLS,
Inc., a Texas corporation. PLS, Inc. will conduct the marketing process and related auction for
the Trust’s net profits interests, with bids in the auction currently scheduled to be due on
October 19, 2011. All of the net profits interests of the Trust are being marketed for sale;
however, the net profits interest related to the Robinson’s Bend property is being marketed
separately and requires a separate bid.
The press release is included herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by
reference.
This information is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed
“filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”), or 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
a filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 99.1 hereto may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the
Trust’s 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.