<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-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)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
NORTH EUROPEAN OIL ROYALTY TRUST
SUITE 19A, 43 WEST FRONT STREET
RED BANK, NEW JERSEY 07701
------------------
NOTICE OF ANNUAL MEETING OF CERTIFICATE HOLDERS
FEBRUARY 13, 1996
To the Certificate Holders of
NORTH EUROPEAN OIL ROYALTY TRUST:
NOTICE IS HEREBY GIVEN that the annual meeting of certificate holders of
NORTH EUROPEAN OIL ROYALTY TRUST (the "Trust"), pursuant to Article 14 of its
Agreement of Trust, will be held on Tuesday, February 13, 1996, at 1:30 P.M., in
Room 3, Ninth Floor, at The University Club, 1 West 54th Street, New York, New
York 10019 (corner of Fifth Avenue; entrance on 54th Street) for the following
purposes:
(1) To elect four persons as Trustees to serve until the next annual
meeting of certificate holders or until their respective successors
are duly elected and qualified.
(2) To ratify the designation of Arthur Andersen LLP as auditor for the
Trust.
(3) To transact such other business as may properly come before the
meeting.
The transfer books of the Trust will not be closed. Only certificate
holders of record as of the close of business on January 2, 1996 will be
entitled to notice of and to vote at the annual meeting.
BY ORDER OF THE TRUSTEES:
JOHN H. VAN KIRK
Managing Trustee
January 11, 1996
------------------
IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON, YOU ARE URGED TO SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED POST-PAID ENVELOPE AS SOON AS
POSSIBLE.
<PAGE> 3
NORTH EUROPEAN OIL ROYALTY TRUST
SUITE 19A, 43 WEST FRONT STREET
RED BANK, NEW JERSEY 07701
(908) 741-4008
------------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Trustees of NORTH EUROPEAN OIL ROYALTY TRUST (the "Trust") to be
used at the annual meeting of certificate holders to be held on Tuesday,
February 13, 1996 and any adjournment or adjournments thereof for the purposes
set forth in the accompanying notice of annual meeting. Only certificate holders
of record at the close of business on January 2, 1996 will be entitled to vote
at such meeting. Proxies properly executed and received in time to be presented
at the meeting will be voted as specified in such proxies. If no instructions
are specified in such proxies, units of beneficial interest in the Trust
("Units") will be voted for the reelection of the Trustees and for the
ratification of Arthur Andersen LLP as auditors. The Trustees do not know of any
matters, other than as described in the Notice of Annual Meeting of Certificate
Holders, which are to come before the annual meeting. If any other matters are
properly presented at the annual meeting for action, the persons named in the
enclosed form of proxy and acting thereunder will have the discretion to vote on
such matters in accordance with their best judgment.
Any proxy may be revoked at any time prior to its being exercised by filing
with the Managing Trustee, at the address of the Trust above, written notice of
such revocation or a duly executed proxy bearing a later date, or by attending
and voting in person at the annual meeting. Owners of Units which are registered
in the name of a nominee (e.g., shares held by brokers in "street name") who
wish to vote in person at the annual meeting should contact the nominee to
obtain appropriate authority to vote such shares at the annual meeting.
Attendance at the annual meeting will not in and of itself constitute revocation
of a proxy. This proxy statement and the proxy included herewith are being
mailed to certificate holders on or about January 11, 1996.
The Trust was formed on September 10, 1975, pursuant to the vote of the
shareholders of North European Oil Company, a predecessor corporate entity.
Certain persons may be the owners of shares of predecessor corporate entities;
such shares are entitled to be converted into Units but are not considered Units
entitled to vote at meetings until presented for conversion. There were
8,314,752 Units of the Trust outstanding on January 2, 1996. Each certificate
holder is entitled to one vote for each Unit he or she holds or represents.
Additional Units may be issued prior to the meeting upon presentation of
evidence of ownership or certificates of predecessor corporate entities of the
Trust. Any number of Units represented in person or by proxy will constitute a
quorum for all purposes at the annual meeting. The affirmative vote of a
majority of Units represented in person or by proxy at the annual meeting is
required to elect any person a Trustee of the Trust and to ratify the
appointment of auditors. Abstentions may be specified on all proposals, except
the election of Trustees. Abstentions will be counted as present for purposes of
the item on which the abstention is noted and, thus, will have the same effect
as a vote 'against' on such matter. With regard to the election of Trustees,
votes may be cast in favor or withheld with respect to all nominees; votes that
are withheld will be counted as present for purposes of the election of Trustees
and, thus, will have the same effect as a vote "against" such election. In the
event of a broker non-vote with respect to any issue coming before the annual
meeting arising from the absence of authorization by the beneficial owner to
vote as to that issue, such non-voting Units will not be deemed present and
entitled to vote as to that issue for purposes of determining the total number
of Units of which a majority is required for adoption.
The Trustees do not expect that the cost of soliciting proxies will exceed
the amount normally expended for a proxy solicitation for an election of
directors or trustees and all of such costs will be borne by the Trust. In
addition to the use of mails, some proxies may be solicited personally by the
Trustees without additional compensation. The Trustees may reimburse persons
holding Units in their names or in the names of their nominees for their
expenses in sending the soliciting materials to their principals.
<PAGE> 4
ELECTION OF TRUSTEES
The Trust Agreement provides for not more than 5 Trustees, each to be
elected annually. Mr. Sidney Goldin, who served as a Trustee since May 13, 1976,
died during 1995. Since the time of his death, the Trustees, acting as an ad hoc
Nominating Committee, have interviewed possible candidates but to date, have not
chosen a nominee. If a nomination is made by the ad hoc Nominating Committee
subsequent to the distribution of the 1995 Proxy, such successor Trustee may be
appointed by the remaining Trustees and serve as Trustee pending the election
and designation of Trustees at the next meeting of Certificate Holders. The
persons named in the accompanying proxy intend to vote for the election of the
four individuals named below to serve until the next annual meeting of
certificate holders, or until their successors shall have been duly elected and
qualified. All of the nominees are presently serving as Trustees. The Trustees
are informed that all nominees are willing to serve, but if any such person
shall decline or shall become unable to serve as a Trustee for any reason, votes
will be cast instead for a substitute nominee, if any, designated by the present
Trustees, or, if none is so designated prior to election, said votes will be
cast according to the judgment of the person or persons voting the proxy.
During the fiscal year ended October 31, 1995, the Trustees met five times.
The Trustees have designated a standing Audit and Compensation Committee of
which Robert P. Adelman is the Chairman and Robert J. Castle and Willard B.
Taylor are members. During fiscal 1995 the Audit and Compensation Committee met
formally four times and had several additional informal meetings and
communications. The function of the Audit and Compensation Committee is to
review the internal financial management procedures of the Trust, to recommend
to the Trustees independent auditors for the Trust, to consult with the
auditors, to determine the separate compensation of the Managing Trustee and to
determine the compensation of the Managing Director. The Trustees do not have a
standing nominating committee. Each of the Trustees attended at least 80% of all
of the meetings of the Trustees and the meetings of the Audit and Compensation
Committee (if a member thereof) during the fiscal year ended October 31, 1995.
The following table sets forth certain information, including ownership of
Trust Units as of December 1, 1995, about the nominees for election as Trustees
and the Managing Director:
<TABLE>
<CAPTION>
TRUSTEE OR
DIRECTOR
OF UNITS
PREDECESSOR, BENEFICIALLY
OR OWNED AS OF PERCENT
PRINCIPAL OCCUPATION OR OFFICER, DECEMBER 1, OF
AGE EMPLOYMENT FOR PAST FIVE YEARS SINCE 1995 UNITS(8)
------------------------------------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C>
NOMINEES FOR RE-ELECTION AS TRUSTEES
Robert P. Adelman 65 Director or Trustee of various 1987 7,150(1) (2)
profit and non-profit
companies
Robert J. Castle 67 President, Castle Enterprises 1965 119,800(3) 1.44%
of
Herkimer Ltd. (a holding
company)
Willard B. Taylor 55 Partner, Sullivan & Cromwell 1974(4) 6,619 (2)
(attorneys)
John H. Van Kirk 71 Managing Trustee(5) 1954 75,800(6) .91%
MANAGING DIRECTOR
John R. Van Kirk 43 Managing Director 1990 11,000(7) .13%
All Trustees and the Managing Director, as a group 220,369 2.65%
</TABLE>
2
<PAGE> 5
- ---------------
(1) Including all Units owned by Mr. Adelman's wife.
(2) Less than .1%.
(3) Including 7,800 Units owned by Mr. Castle's wife, in which Units he
disclaims beneficial interest.
(4) Mr. Taylor also served as a director of North European Oil Company from 1970
to 1972.
(5) J. S. Farlee & Co. Inc., a personal holding company of John H. Van Kirk,
provides office space and office services to the Trust. During fiscal 1995
the Trust paid a total $21,752.94 for such office space and office services.
John H. Van Kirk's son, John R. Van Kirk, is the Managing Director of the
Trust.
(6) Including 8,800 Units owned by John H. Van Kirk's wife, in which Units he
disclaims beneficial interest.
(7) Including 3,750 Units owned by John R. Van Kirk's children, in which Units
he disclaims beneficial interest.
(8) Percentage computations are based upon Units actually outstanding and do not
reflect Units authorized for issuance for replacement for shares of
predecessor corporate entities. Percentage computations for each Trustee and
the Managing Director include Units deemed to be owned indirectly even
where beneficial ownership has been disclaimed as set forth in notes (3),
(6) and (7).
------------------------
Compliance with Section 16(a) of the Exchange Act
In accordance with the Securities Exchange Act of 1934 and rules adopted by
the Securities and Exchange Commission (the "SEC"), the Trustees, the Managing
Director and persons owning more than 10% of the Trust's Units (the "Reporting
Persons") are required to file reports of ownership of, and changes in ownership
of, Trust Units with the SEC, the New York Stock Exchange and the Trust.
Based solely on a review of such forms furnished to it and written
representations from certain reporting persons that no Form 5 reports were
required for those persons, the Trust believes that during the fiscal year ended
October 31, 1995, all filing requirements applicable to the Reporting Persons
were complied with.
3
<PAGE> 6
MANAGEMENT COMPENSATION
Report of the Audit and Compensation Committee
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 received during the year by the Trust. In addition, the Managing
Trustee receives additional compensation which is set by the Audit and
Compensation Committee of the Trustees. The Committee also fixes the annual
compensation of the Managing Director.
In setting the compensation amounts, the Committee takes into account the
amount of time these two executives are expected to devote to the Trust's
affairs, the nature of the Trust's affairs and its limited administrative budget
and structure, and the experience that each executive has in handling the
Trust's affairs. The Committee also takes into consideration the allocation of
administrative and management responsibilities between the Managing Trustee and
the Managing Director. The Managing Trustee is responsible for managerial
oversight of the Trust's affairs and the Managing Director handles day to day
matters of the Trust.
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, production and sales by others and energy
supply contracts. The Committee continues to believe that the time required and
the level of skill with which Managing Trustee and the Managing Director handle
the administrative and financial affairs of the Trust, rather than the Trust's
financial results, are the significant factors in determining their respective
compensation.
Robert P. Adelman, Chairman
Robert J. Castle
Willard B. Taylor
Trustee and Officer Compensation
Set forth below is a table summarizing the compensation paid to the
Managing Trustee and the Managing Director during the indicated fiscal years of
the Trust.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND
PRINCIPAL POSITIONS YEAR SALARY
------------------------------------------------------ ----- -------
<S> <C> <C>
John H. Van Kirk, 1995 $47,852
Managing Trustee (1) 1994 $44,831
1993 $43,248
John R. Van Kirk 1995 $74,167
Managing Director 1994 $69,167
1993 $64,167
</TABLE>
(1) The salary amounts indicated for John H. Van Kirk include both the
amounts paid to him in accordance with the Trust Agreement as a Trustee and the
separately fixed compensation paid to him as Managing Trustee.
------------------------
During fiscal 1995, each Trustee was paid a fee of $22,852 pursuant to a
formula contained in the Trust Agreement. In addition, the Trustees are
reimbursed for reasonable out-of-pocket expenses incurred in connection with
travel to and accommodations for meetings of the Trustees. The Trustees do not
receive, either directly or indirectly, securities or property, insurance
benefits or personal benefits or other similar forms of compensation.
4
<PAGE> 7
Compensation Committee Interlocks and Insider Participation
During fiscal 1995, Messrs. Adelman, Castle and Taylor served on the
Trust's Audit and Compensation Committee.
Comparison of Five Year Returns
The graph set forth below compares, for the last five years, the cumulative
return on Trust Units, the securities in a peer group index and the S&P 500
Composite Index. Because no published peer group index exists, the Trustees have
developed a peer group consisting of the following three domestic oil royalty
trusts: Mesa Royalty Trust, Sabine Royalty Trust and San Juan Basin Royalty
Trust (the "Royalty Peer Group"). The composition of the Royalty Peer Group has
been the same since the Trust's proxy statement for its 1993 annual meeting of
certificate holders. In determining the cumulative returns on investment, it has
been assumed that on October 31, 1990, an equal dollar amount was invested in
Trust Units, in the securities of the trusts in the Royalty Peer Group and in
the S&P 500 Composite Index. The comparisons assume in all cases the
reinvestment of all dividends or distributions on the respective payment dates.
The cumulative returns shown for the Trust and the Royalty Peer Group do not
reflect any differences between the tax treatment of trust distributions, due to
permitted cost depletion, and dividends on securities in the S&P 500 Composite
Index. As indicated above, because the Trust's financial results are determined
primarily by factors not within the control of its executives, the Trust's
financial results are not a significant consideration in determining the
compensation of its executives.
<TABLE>
<CAPTION>
Measurement Period PEER GROUP
(Fiscal Year Covered) N.E.O.R.T. S&P 500 COMP. INDEX
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 104.62 133.50 99.45
1992 126.96 146.79 137.27
1993 136.37 168.72 174.49
1994 129.23 175.25 168.70
1995 120.11 221.58 136.89
</TABLE>
5
<PAGE> 8
RATIFICATION OF AUDITOR DESIGNATION
Certificate holders will be requested to ratify the designation of the
independent certified public accountants who serve as auditors for the Trust and
whose report is furnished to the certificate holders as owners. The firm of
Arthur Andersen LLP has served as auditors for the Trust or its predecessor
corporate entity since 1966. As recommended by the Audit and Compensation
Committee, a resolution will be presented to the meeting confirming the
designation of said firm as auditors for the Trust for the fiscal year ending
October 31, 1996.
During the fiscal year ended October 31, 1995, the aggregate amount paid by
the Trust to Arthur Andersen LLP for Trust audit services was $18,500.
Representatives of Arthur Andersen LLP are expected to be at the annual
meeting and to be available to respond to appropriate questions from certificate
holders. Such representatives will also have the opportunity to make a statement
to the meeting if they choose to do so.
OTHER MATTERS
The Trustees are not aware of any other matter to be presented for action
at the annual meeting. If any other matter is brought before the meeting, it is
the intention of the persons named in the proxy to vote in accordance with their
discretion pursuant to the terms of the proxy.
FORM 10-K
THE TRUST WILL HAVE FILED WITH THE SEC PRIOR TO THE ANNUAL MEETING OF
CERTIFICATE HOLDERS AN ANNUAL REPORT ON FORM 10-K. A COPY OF THE REPORT FOR THE
PERIOD ENDED OCTOBER 31, 1995, INCLUDING THE FINANCIAL STATEMENTS, WILL BE
FURNISHED WITHOUT CHARGE TO ANY CERTIFICATE HOLDER WHO SENDS A WRITTEN REQUEST
TO JOHN H. VAN KIRK, MANAGING TRUSTEE, P.O. BOX 456, RED BANK, NEW JERSEY 07701.
CERTIFICATE HOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
Any proposals of certificate holders intended to be presented at the 1997
annual meeting must be received by the Trust by September 15, 1996 for inclusion
in the Trust's proxy statement and form of proxy relating to that meeting. Such
proposals should be sent to John H. Van Kirk, Managing Trustee, P.O. Box 456,
Red Bank, New Jersey 07701.
Certificate holders are urged to sign and return their proxies without
delay.
BY ORDER OF THE TRUSTEES
JOHN H. VAN KIRK
Managing Trustee
January 11, 1996
6
<PAGE> 9
/X/ PLEASE MARK VOTES AS REVOCABLE PROXY
IN THIS EXAMPLE NORTH EUROPEAN OIL ROYALTY TRUST
ANNUAL MEETING OF CERTIFICATE HOLDERS -- FEBRUARY 13, 1996
This Proxy is solicited on behalf of the Trustees. The undersigned
hereby appoints John H. Van Kirk, Robert P. Adelman and Lawrence A. Kobrin, and
any of them, proxies, with several power of substitution, to vote all Units of
the undersigned as instructed below and in their discretion upon other matters,
including matters incident to the conduct of the meeting, which may come before
the annual meeting of certificate holders of North European Oil Royalty Trust
to be held on February 13, 1996 or any adjournment thereof, hereby revoking any
prior proxy. The undersigned has received the notice of meeting and proxy
statement dated January 11, 1996.
The Trustees recommend a vote "FOR" Proposals 1 and 2.
FOR ALL WITH-
FOR EXCEPT HOLD
1. Election of Trustees / / / / / /
NOMINEES: ROBERT P. ADELMAN, ROBERT J. CASTLE, WILLARD B. TAYLOR, JOHN H. VAN
KIRK
INSTRUCTION: To withhold your vote for any nominee(s), mark "For All Except"
and write that nominee's name on the line below.
- -----------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of Arthur Andersen LLP as / / / / / /
auditors for the Trust.
IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR ELECTION OF THE
TRUSTEES AND FOR PROPOSAL 2.
Please be sure to sign and date Date
this Proxy in the box below ------------------
| |
------------------
- -------------------------------------------------------------
| |
- -------------------------------------------------------------
Stockholder sign above Co-holder (if any) sign above
______________________________________________________________________________
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
NORTH EUROPEAN OIL ROYALTY TRUST
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, sign full corporate name by duly authorized officer.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
