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Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

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     This Amendment No. 11 (“Amendment”) amends Amendment No. 10 to the Statement on Schedule 13D (the “Statement”) filed on December 26, 2007 by Trust Venture Company, LLC, a Delaware limited liability company (“Trust Venture”), Trust Acquisition Company, LLC, a Delaware limited liability company (“Trust Acquisition”), Silver Point Capital, L.P., a Delaware limited partnership (“Silver Point”), Edward A. Mulé and Robert J. O’Shea (each, a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to Units of Beneficial Interest (the “Units”) of Torch Energy Royalty Trust, a Delaware statutory trust (the “Trust”).

     All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to them in the Statement.

Item 4. Purpose of Transaction.

Item 4 is amended and restated in its entirety as follows:

     Each of the Reporting Persons acquired beneficial ownership of the Units for investment purposes. The Reporting Persons intend to influence the management and policies of the Trust (including terminating the Trust as described below) and intend to cause the Trust to terminate existing contractual arrangements of the Trust. The acquisition of Units by the Reporting Persons may eventually result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including an extraordinary corporate transaction, a change in the present management of the Trust, or a material change in the Trust’s business or corporate structure.

     On July 18, 2007, pursuant to Section 8.02 of that certain Trust Agreement (the “Trust Agreement”) by and among Torch Energy Advisors Incorporated (together with its successors and permitted assigns, “Torch Energy”), Torch Royalty Company (along with its successors and permitted assigns, “TRC”), Velasco Gas Company Ltd. (along with its successors and permitted assigns, “Velasco”) and Wilmington Trust Company (the “Trustee”), dated October 1, 1993, Trust Venture, as a Unit holder owning of record more than ten percent in number of the outstanding Units in the Trust, requested that the Trustee call and give notice of a meeting of the holders of the Units (the “Unitholders”) for the purpose of voting on the termination of the Trust. On November 14, 2007, Trust Venture revoked its prior request that the Trustee call such a meeting.

     On December 21, 2007, pursuant to Section 8.02 of the Trust Agreement, Trust Venture, as a Unit holder owning of record more than ten percent in number of the outstanding Units in the Trust, made a new request that the Trustee call and give notice of a meeting (the “Meeting”) of the Unitholders for the purpose of voting on the termination of the Trust.

     At the Meeting, which was held on January 29, 2008, Trust Venture voted all Units it held as of the close of business on the record date of the Meeting, which consituted approximately 67.6% of the Units outstanding, in favor of terminating the Trust. At the conclusion of the Meeting, the proposal to terminate the Trust in accordance with the applicable provisions of the Trust Agreement was approved.

     Certain information in the following paragraphs of this Item 4 has been taken or derived from (i) the Trust Agreement, which was filed as Exhibit 4.1 to the Registration Statement on Form S-1 (Registration No. 33-68688), as amended, filed by Torch Energy with the Securities and Exchange Commission (the “SEC”) on its own behalf and as sponsor of the Trust and (ii) the Trust’s Annual Report on Form 10-K for its fiscal year ended December 31, 2006 (the “Trust 10-K”). More comprehensive information concerning meetings of Unitholders and the termination of the Trust and the Purchase Contract (as defined below) is included in the Trust Agreement and the Trust 10-K, respectively, and the information set forth in the following paragraphs is qualified in its entirety by reference to such documents.

     According to the terms of the Trust Agreement, the Trust terminated on January 29, 2008 (the “Termination Date”), the date that holders of at least 66 2/3% of the outstanding Units voted in favor of termination of the Trust. As of the Termination Date, the Torch Energy Louisiana Royalty Trust (the “Louisiana Trust”), formed effective October 1, 1993 pursuant to that certain Trust Agreement by and among the Trust, Torch Energy, as settlor, and Hibernia National Bank (together with its successors and permitted assigns, the “Louisiana Trustee”) as trustee, also terminated. The Trust is the beneficiary of the Louisiana Trust. According to reports or other documents that the Trust has filed with the SEC, certain agreements to which the Trust is a party, including that certain Oil and Gas Purchase Contract (the “Purchase Contract”) dated as of October 1, 1993, by and between Torch Energy Marketing, Inc. (along with its successors and permitted assigns, “TEMI”), TRC and Velasco, expired or terminated upon the Termination Date. The Trust has noted in certain of its recent SEC filings that it believes that the Conveyance (as defined below) documents do not specifically and expressly address whether the payments associated with the Remaining Net Profits Interests (as defined below) will continue to be calculated as if the Purchase Contract was still in effect even though both the Trust and the Purchase Contract have terminated. Trust Venture’s position is that the pricing mechanisms under the Purchase Contract, including the sharing price and minimum price mechanisms described therein, do not continue to burden the calculation of the net proceeds attributable to the Remaining Net Profits Interests under the Conveyances after termination of the Trust and the Purchase Contract.

     Within five business days of January 29, 2008, the date the Unitholders voted to terminate the Trust (the “Termination Date”), the Trustee must (i) provide TRC, Velasco and any other owner of those certain properties (the “Underlying Properties”) that hold net profits interests that are subject to the Trust Agreement, and the Louisiana Trustee with written notice of the termination of the Trust (the “Trust Termination Notice”) and (ii) engage an investment banking firm (the “Advisor”) to assist the Trustee and the Louisiana Trustee in selling the remaining net profits interests then owned by the Trust and the Louisiana Trust (the “Remaining Net Profits Interests”). Within five business days of its receipt of the Trust Termination Notice, the Louisiana Trustee must provide Torch Energy and any other owner of Underlying Properties held by the Louisiana Trust with written notice of the termination of the Louisiana Trust. The Trustee must use its best efforts, with the Advisor’s assistance, to sell or cause to be sold the Remaining Net Profits Interests owned by the Trust. The Louisiana Trustee must also use its best efforts, with the Advisor’s assistance, to obtain offers for the Remaining Net Profits Interests owned by the Louisiana Trust.

     Pursuant to the Trust Agreement, TRC, Velasco, or the owner of the Underlying Properties will deposit all proceeds of production following the Termination Date payable to the Trust or the Louisiana Trust attributable to the conveyances pursuant to which the Remaining Net Profits Interests were conveyed to the Trust and the Louisiana Trust (the “Conveyances”) into a non-interest bearing account (the “Deposit Account”)

and, upon closing of the sale of the Remaining Net Profits Interests, will pay the deposited amounts to the buyer of the Remaining Net Profits Interests. In the event that all Remaining Net Profits Interests are not, for any reason, sold or a definitive agreement for sale thereof entered into prior to the 150th day following the Termination Date, TRC, Velasco or the owner of the Underlying Properties will pay all amounts deposited in the Deposit Account to the Trust and all amounts attributable to the Conveyances thereafter payable to the Trust will be paid to the Trust and the Louisiana Trust in accordance with the terms of such Conveyances, and such amounts will be distributed to the Unitholders in accordance with the terms of the Trust Agreement and the Louisiana Trust Agreement.

     The Trustee may accept any offer (including offers, if any, made by Trust Venture, TRC, Velasco, Torch Energy or any affiliate thereof) for all or any part of the Remaining Net Profits Interests as it deems to be in the best interest of the Trust and the Unitholders and may continue for up to one calendar year after the Termination Date to seek a buyer or buyers of any remaining assets and properties of the Trust estate, in an orderly fashion not involving a public auction. If any assets or property of the Trust estate have not been sold, or no definitive agreement for their sale has been entered into, by the end of one calendar year following the Termination Date, the Trustee will cause the property to be sold at public auction to the highest cash bidder (which may be Trust Venture, TRC, Velasco, Torch Energy or any affiliate thereof). Notice of such auction must be mailed to each Unit holder at least 30 days prior to the sale. The proceeds from any sale of the Remaining Net Profits Interests will be distributed to the Unitholders in accordance with the terms of the Trust Agreement and the Louisiana Trust Agreement.

     Although Trust Venture has not made any determination to do so, Trust Venture or one or more of its affiliates may seek to purchase all or any part of the Remaining Net Profits Interests when the sale, as described above, occurs.

Item 5. Interest in Securities of the Issuer .

     The first two paragraphs of subsection (a) of Item 5 are amended and restated in their entirety as follows:

     (a) As of January 29, 2008, the Reporting Persons may be deemed to beneficially own an aggregate of 5,906,370 Units.

     Accordingly, the Reporting Persons may be deemed to beneficially own 68.7% of the outstanding Units of the Trust. The calculation of this percentage is based on 8,600,000 Units outstanding as of September 30, 2007, according to the most recent Quarterly Report on Form 10-Q of the Trust, filed as of November 14, 2007.

Item 7. Material to be Filed as Exhibits.

          Item 7 is hereby amended and supplemented by Exhibit 99.2, as amended, and the addition of Exhibit 99.7, as so amended, is restated as follows:

	99.2		List of trading activity by the Reporting Persons with respect to Units in the past 60 days (filed herewith).
	99.3		Letter to Trustee from Trust Venture, dated July 18, 2007, requesting meeting of the Unitholders of the Trust for the purpose of voting on the termination of the Trust.*
	99.4		Power of Attorney of Edward A. Mulé, dated July 3, 2007.*
	99.5		Power of Attorney of Robert J. O’Shea, dated July 3, 2007.*
	99.6		Letter to Trustee from Trust Venture, dated November 14, 2007, revoking prior request to call a meeting of Unitholders.*
	99.7		Letter to Trustee from Trustee Venture, dated December 21, 2007, requesting meeting of the Unitholders of the Trust for the purpose of voting on the termination of the Trust.*

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     Date: January 29, 2008

Exhibit Index

99.2		List of trading activity by the Reporting Persons with respect to Units in the past 60 day (with).
99.3		Letter to Trustee from Trust Venture, dated July 18, 2007, requesting meeting of the Unit holders of the Trust for the purpose of voting on the termination of the Trust.*
99.4		Power of Attorney of Edward A. Mulé, dated July 3, 2007.*
99.5		Power of Attorney of Robert J. O’Shea, dated as of July 3, 2007.*
99.6		Letter to Trustee from Trust Venture, dated November 14, 2007, revoking prior request to call a meeting of Unitholders.*
99.7		Letter to Trustee from Trustee Venture, dated December 21, 2007, requesting meeting of the Unitholders of the Trust for the purpose of voting on the termination of the Trust.*