¨ Preliminary Proxy Statement |
¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
ý Definitive Proxy Statement |
¨ Definitive Additional Materials |
¨ Soliciting Material Under Rule 14a-12 |
North
European Oil Royalty Trust
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
ý | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
1) | Title of each class of securities to which transaction applies: | |
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2) | Aggregate number of securities to which transaction applies: | |
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3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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4) | Proposed maximum aggregate value of transaction: | |
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5) | Total fee paid: | |
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¨ | Fee paid previously with preliminary materials: | |
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¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |
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1) | Amount previously paid: | |
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2) | Form, Schedule or Registration Statement No.: | |
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3) | Filing Party: | |
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4) | Date Filed: | |
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(1)
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To
elect five persons as Trustees to serve until the next annual meeting
of
unit owners or until their respective successors are duly elected
and
qualified.
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(2)
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To
transact such other business as may properly come before the
meeting.
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ROBERT
P. ADELMAN
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Managing
Trustee
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Trustee
or
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Units
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Director
of
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Beneficially
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Percent
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Principal
Occupation or
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Predecessor
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Owned
as of
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of
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||||||
Employment
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Or
Officer,
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December
1,
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Units
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||||||
Age
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for
Past Five Years
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Since
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2006
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(1)
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Nominees
for Election as Trustees
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Robert
P. Adelman
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76
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Director,
Trustee of various
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1987
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7,000
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(2)
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profit
and non-profit
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companies
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Samuel
M. Eisenstat
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66
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Attorney;
CEO, Abjac
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1996
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5,000
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(2)
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Energy
Corp.; Director or
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Trustee
of a number of open
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and
closed end funds
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managed
by AIG
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SunAmerica
Asset
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Management
Corp.
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Lawrence
A. Kobrin
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73
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Partner,
Cahill Gordon &
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2006(3)
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600(4)
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(2)
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Reindel
LLP
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Willard
B. Taylor
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66
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Partner,
Sullivan &
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1974(5)
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6,619
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(2)
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Cromwell,
LLP
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Rosalie
J. Wolf
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65
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Managing
Member, Botanica
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2001
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2,000
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(2)
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Capital
Partners LLC;
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formerly
Senior Advisor and
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Managing
Director,
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Offit
Hall Capital
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Management
LLC
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(and
predecessor entity);
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formerly
Chief Investment
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Officer
of The Rockefeller
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Foundation
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Managing
Director
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John
R. Van Kirk
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54
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Managing
Director (6)
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1990
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7,551
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(2)
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Former
Managing
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Trustee
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John
H. Van Kirk
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82
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Managing
Trustee (7)
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1954
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78,000(8)
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0.85%
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All
Trustees, the Managing Director and the
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Former
Managing Trustee, as a group
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106,770
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1.16%
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(1)
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Percentage
computations are based upon all outstanding units. Percentage computations
for each Trustee and the Managing Director include units deemed
to be
owned indirectly even when beneficial ownership has been disclaimed
as set
forth in notes (4) and (8).
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(2)
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Less
than 0.1%.
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(3)
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As
of January 1, 2007, Lawrence A. Kobrin is Senior Counsel at Cahill
Gordon
& Reindel LLP which serves as counsel to the
Trust.
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(4)
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Including
300 units owned by Lawrence A. Kobrin’s wife, in which units he disclaims
beneficial interest.
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(5)
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Mr.
Taylor also served as a director of North European Oil Company
from 1970
to 1972.
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(6)
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John
R. Van Kirk, the Managing Director of the Trust, provides office
space and
office services to the Trust at cost. During fiscal 2006, the Trust
reimbursed him a total of $19,151.75 for such office space and
office
services.
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(7)
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John
H. Van Kirk retired as Managing Trustee and chief executive officer
effective October 31, 2006. John H. Van Kirk is the father of John
R. Van
Kirk.
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(8)
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Including
13,800 units owned by John H. Van Kirk's wife, in which units he
disclaims
beneficial interest.
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Report
of the Compensation Committee of the Trustees of North European
Oil
Royalty Trust
Under
the provisions of the Trust Agreement approved by the Delaware
Court of
Chancery and the shareholders of the Trust's predecessor at the
formation
of the Trust, each Trustee receives a yearly fee equal to 0.2%
of the
gross royalties and interest received during the year by the Trust.
The
Managing Trustee receives additional compensation which is set
by the
Compensation Committee. The Compensation Committee also fixes the
annual
compensation of the Managing Director. Until the end of fiscal
2006, when
John H. Van Kirk retired as Managing Trustee, the Managing Trustee
also
served as the chief executive officer of the Trust. Effective November
1,
2006, the Managing Trustee is no longer an executive of the Trust.
In
setting the compensation amounts of the Managing Trustee (prior
to fiscal
2007) and the Managing Director, the Compensation Committee takes
into
account the amount of time these two executives are expected to
devote to
the Trust's affairs. The Compensation Committee also takes into
consideration the allocation of administrative and management
responsibilities between the Managing Trustee and the Managing
Director.
The Managing Director handles day-to-day matters of the Trust.
For
calendar 2007, the Managing Director will receive a bonus of $5,000
payable in January and an increase of $5,000 in his annual
compensation.
The
Trust's financial results are determined primarily by factors not
within
the control of its executives or the Trustees, including energy
prices in
Europe, currency exchange rates, energy supply contracts and the
operating
companies' production and sales levels. The Compensation Committee
continues to believe that the time required and the level of skill
with
which the Managing Director handles the administrative and financial
affairs of the Trust, rather than the Trust's financial results,
are the
significant factors in determining his compensation.
Samuel
M. Eisenstat, Chairman
Robert
P. Adelman
Lawrence
A. Kobrin
Willard
B. Taylor
Rosalie
J. Wolf
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Name
and
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Principal
Positions
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Year
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Compensation
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John
H. Van Kirk
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2006
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$ 92,208
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Managing
Trustee (1)
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2005
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$ 66,165
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2004
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$ 68,265
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John
R. Van Kirk
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2006
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$105,000
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Managing
Director
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2005
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$103,000
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2004
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$ 99,167
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Report
of the Audit Committee of the Trustees of North European Oil Royalty
Trust
The
undersigned constitute the members of the Audit Committee. In connection
with the proxy statement in which this report appears and the distribution
to unit owners of the financial reports for the Trust’s fiscal year ended
October 31, 2006, the Audit Committee reports as follows:
1.
The Audit Committee has reviewed and discussed the audited financial
statements for the Trust for the fiscal year ended October 31,
2006 with
the Managing Director of the Trust, constituting its ongoing management.
2.
The Audit Committee has discussed with representatives of Weiser
LLP
(“Weiser”), the independent auditors of the Trust, the matters which are
required to be discussed with them under the provisions of SAS
61. The
Statement of Accounting Standards requires the auditors to ensure
that the
Audit Committee received information regarding the scope and results
of
the audit.
3.
The Audit Committee has received the written disclosures and the
letter
from Weiser, the independent auditors, required by Independence
Standards
Board Standard No. 1 (Independence Discussion with Audit Committees)
and
has discussed with Weiser their independence.
4.
Based on the review and discussions described in this report, the
Audit
Committee recommended to the Trustees that the audited financial
statements be included in the Trust’s Annual Report on Form 10-K for the
fiscal year ended October 31, 2006 for filing with the Securities
and
Exchange Commission.
Samuel
M. Eisenstat, Chairman
Robert
P. Adelman
Willard
B. Taylor
Rosalie
J. Wolf
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ROBERT
P. ADELMAN
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Managing
Trustee
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With-
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For
All
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For
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hold
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except
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1.
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Election
of Trustees
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o
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o
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o
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Nominees:
Robert
P. Adelman, Samuel M. Eisenstat Lawrence
A. Kobrin, Willard B. Taylor, Rosalie J.
Wolf.
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INSTRUCTION:
To withhold your vote for any nominee(s), mark “For
All Except” and write that nominee’s name on the line
below.
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Please
be sure to sign and date
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Date
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this
Proxy in the box below
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Unit
Owner sign above
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Co-owner
(if any) sign above
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^Detach
above card, sign, date and mail in postage paid
envelope provided.^
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This
proxy must be signed as name appears hereon. Executors,
administrators, trustees, etc. should give full title as such. If
the
signer is a corporation, please sign full corporate name by duly
authorized officer.
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