Filed by Bowne Pure Compliance

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AOSkvSbvRgQABZxmIBzyeemCRO3Gk1t8NytXs72Dl5Sim3RUafK7vG/od+MRPRXz gfcLMaFBI2NFvCv6GQ2cBg== 0001362310-08-002561.txt : 20080508 0001362310-08-002561.hdr.sgml : 20080508 20080508142515 ACCESSION NUMBER: 0001362310-08-002561 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080508 DATE AS OF CHANGE: 20080508 GROUP MEMBERS: ANTONIA LEE GROUP MEMBERS: AUBERTY 2001 TRUST GROUP MEMBERS: AUBERTY CO., INC. GROUP MEMBERS: ESTATE OF WILLIAM I. LEE, DECEASED GROUP MEMBERS: WILCO PROPERTIES, INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Auberty Frederic CENTRAL INDEX KEY: 0001434637 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 214-521-3222 MAIL ADDRESS: STREET 1: 4809 COLE AVENUE STREET 2: SUITE 107 CITY: DALLAS STATE: TX ZIP: 75205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOREADOR RESOURCES CORP CENTRAL INDEX KEY: 0000098720 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 750991164 STATE OF INCORPORATION: TX FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-16472 FILM NUMBER: 08813327 BUSINESS ADDRESS: STREET 1: 13760 NOEL ROAD, SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2145593933 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD, SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: TOREADOR ROYALTY CORP DATE OF NAME CHANGE: 19920703 SC 13D 1 c73299sc13d.htm SCHEDULE 13D Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

TOREADOR RESOURCES CORPORATION

(Name of Issuer)

Common Stock, par value $0.15625 per share

(Title of Class of Securities)

891050106

(CUSIP Number)

Michael H. Cooper, Esq.
McElree, Savage & Smith, P.C.
600 N. Pearl Street, Suite 1600
Dallas, Texas 75201
(214) 979-0665

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

October 31, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		891050106


1	NAMES OF REPORTING PERSONS FREDERIC AUBERTY


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF, OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			184,359

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,060,790

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			184,359

WITH		10	SHARED DISPOSITIVE POWER

			1,353,399

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,537,758 (1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	7.7%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) Includes Shares (defined below) owned by: (i) Antonia Lee; (ii) the Estate of William I. Lee, Deceased; (iii) Auberty Co., Inc.; (iv) the Auberty 2001 Trust; and (v) Wilco Properties, Inc., all of which may be deemed to be beneficially owned by Frederic Auberty.

(2) Based upon 19,944,943 Shares outstanding as of March 12, 2008 (as reported in Issuer’s Form 10-K filed on March 17, 2008), plus 15,000 Shares that the Estate of William I. Lee, Deceased has the right to acquire at any time until October 4, 2008, upon the exercise of stock options.


CUSIP No.		891050106


1	NAMES OF REPORTING PERSONS ANTONIA LEE


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF, OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			1,013,496

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			1,013,496

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,537,758 (1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	7.7%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) Includes Shares owned by: (i) Frederic Auberty; (ii) the Estate of William I. Lee, Deceased; (iii) Auberty Co., Inc.; (iv) the Auberty 2001 Trust; and (v) Wilco Properties, Inc., all of which may be deemed to be beneficially owned by Antonia Lee.


CUSIP No.		891050106


1	NAMES OF REPORTING PERSONS ESTATE OF WILLIAM I. LEE, DECEASED


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			292,609

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			292,609

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,537,758 (1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	7.7%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

(1) Includes Shares owned by: (i) Frederic Auberty; (ii) Antonia Lee; (iii) Auberty Co., Inc.; (iv) the Auberty 2001 Trust; and (v) Wilco Properties, Inc., all of which may be deemed to be beneficially owned by the Estate of William I. Lee, Deceased.


CUSIP No.		891050106


1	NAMES OF REPORTING PERSONS AUBERTY CO., INC.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			14,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			14,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,537,758 (1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	7.7%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

(1) Includes Shares owned by: (i) Frederic Auberty; (ii) Antonia Lee; (iii) the Estate of William I. Lee, Deceased; (iv) the Auberty 2001 Trust; and (v) Wilco Properties, Inc., all of which may be deemed to be beneficially owned by the Auberty Co., Inc.


CUSIP No.		891050106


1	NAMES OF REPORTING PERSONS AUBERTY 2001 TRUST


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			33,294

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			33,294

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,537,758 (1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	7.7%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

(1) Includes Shares owned by: (i) Frederic Auberty; (ii) Antonia Lee; (iii) the Estate of William I. Lee, Deceased; (iv) Auberty Co., Inc.; and (v) Wilco Properties, Inc., all of which may be deemed to be beneficially owned by the Auberty 2001 Trust.


CUSIP No.		891050106


1	NAMES OF REPORTING PERSONS WILCO PROPERTIES, INC.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			137,650

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			137,650

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,537,758 (1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	7.7%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

(1) Includes Shares owned by: (i) Frederic Auberty; (ii) Antonia Lee; (iii) the Estate of William I. Lee, Deceased; (iv) Auberty Co., Inc.; and (v) the Auberty 2001 Trust, all of which may be deemed to be beneficially owned by Wilco Properties, Inc.

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the shares of Common Stock, $0.15625 par value per share (the “Shares”), of Toreador Resources Corporation (“Issuer”). The address of the principal executive offices of Issuer is 13760 Noel Road, Suite 1100, Dallas, Texas 75240.

Item 2. Identity and Background.

(a) This Statement is being filed jointly on behalf of: (1) Frederic Auberty; (2) Antonia Lee; (3) the Estate of William I. Lee, Deceased (the “Estate of William Lee”); (4) Auberty Co., Inc., a corporation organized under the laws of the State of Texas (“Auberty Co.”); (5) the Auberty 2001 Trust, an irrevocable trust organized under the laws of the State of Texas; and (6) Wilco Properties, Inc., a corporation organized under the laws of the State of Texas (“Wilco”). Frederic Auberty, Antonia Lee, the Estate of William Lee, Auberty Co., the Auberty 2001 Trust and Wilco (collectively, the “Reporting Persons”) may be deemed a “group” within the meaning of Section 13(d)(3) of the Exchange Act of 1934, as amended from time to time (the “Exchange Act”).

(b) The principal business address of each of the Reporting Persons is 4809 Cole Avenue, Suite 107, Dallas, Texas 75205.

(c) Frederic Auberty’s principal occupation is Chairman of the Board of Directors of Wilco. Frederic Auberty is a citizen of the United States of America.

Antonia Lee is presently retired from employment but serves as a director of Wilco. Antonia Lee is the widow of William I. Lee, former member of the Board of Directors of Issuer who passed away on October 4, 2007. Antonia Lee serves as Independent Executrix of the Estate of William Lee, which exists pursuant to letters testamentary issued in Dallas County, Texas on October 31, 2007 for the purpose of administering the Estate of William Lee. Antonia Lee is a citizen of the United States of America.

The principal business of Auberty Co. is investment in oil and gas properties and companies engaged in the oil and gas industry. Frederic Auberty is the President and sole member of the Board of Directors of Auberty Co. The shareholders of Auberty Co. are Frederic Auberty, his wife Melissa Auberty, and the Auberty 2001 Trust.

The purpose of the Auberty 2001 Trust is to provide for the health, welfare and education of the children of Frederic Auberty and Melissa Auberty. The Trustees of the Auberty 2001 Trust are Frederic Auberty and Melissa Auberty.

The principal business of Wilco is oil and gas exploration, development and production. Antonia Lee is the majority shareholder of Wilco. The names and present principal occupations or employment of the executive officers and directors of Wilco are set forth below. The principal business address of each executive officer and director is 4809 Cole Avenue, Suite 107, Dallas, Texas 75205. Each executive officer and director is a citizen of the United States of America.


NAME		PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT

Frederic Auberty		Chairman of the Board of Directors of Wilco

Antonia Lee		Director of Wilco; Retired

Lewis Fisher		Director of Wilco; Investment Advisor

Jeff Doumany		Director, President and Chief Executive Officer of Wilco

R.B. Liquori		Director of Wilco; Retired

Howard Stein		Vice President, Secretary and Treasurer of Wilco

Tami Treisch		Assistant Secretary of Wilco

(d) During the past five years, none of the Reporting Persons or the executive officers and directors of Wilco set forth above have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons or the executive officers and directors of Wilco set forth above have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Shares held directly by Frederic Auberty were both purchased using personal funds and acquired by gift from other Reporting Persons. Shares held directly by Antonia Lee were both purchased using personal funds and acquired pursuant to the Last Will and Testament of William Lee. Shares held directly by the Estate of William Lee were acquired by operation of law upon issuance of the letters testamentary in Dallas County, Texas on October 31, 2007. Shares held directly by Auberty Co. were purchased on June 2, 2002, with proceeds from loans given to Auberty Co. by William I. Lee and the Auberty 2001 Trust. Shares held directly by the Auberty 2001 Trust were acquired by gift from other Reporting Persons. Shares held directly by Wilco were purchased using available working capital (as reported on a prior Schedule 13D and the amendments thereto).

Item 4. Purpose of Transaction.

The Reporting Persons have acquired the Shares for investment purposes and by operation of law. To the knowledge of the Reporting Persons, none of the Reporting Persons currently have any plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Based on various factors such as current or anticipated trading prices for the Shares, market and industry conditions, the financial and operating condition of Issuer, and the composition of Issuer’s Board of Directors, the Reporting Persons may acquire additional Shares, or sell all or part of their Shares, in their sole discretion, in open market or private transactions without any prior notice to Issuer. The Reporting Persons may also communicate with and make suggestions to Issuer’s officers, directors and other share holders from time to time with respect to Issuer, including matters involving Issuer’s operations, policies, management and Board of Directors composition.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons may be deemed to beneficially own 1,537,758 Shares. Of the 1,537,758 Shares reported in this Item 5(a): (i) 184,359 Shares are held directly by Frederic Auberty; (ii) 875,846 Shares are held directly by Antonia Lee; (iii) 277,609 Shares are held directly by the Estate of William Lee; (iv) 14,000 Shares are held directly by Auberty Co.; (v) 33,294 Shares are held directly by the Auberty 2001 Trust; (vi) 137,650 Shares are held directly by Wilco; and (vii) 15,000 Shares may be acquired by the Estate of William Lee at any time prior to October 4, 2008, upon the exercise of stock options. Each of the Reporting Persons may be deemed to be acting in concert with respect to the Shares and, therefore, may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Securities Act. As a result, each Reporting Person may be deemed to beneficially own the Shares held by all other Reporting Persons.

The 1,537,758 Shares beneficially owned by the Reporting Persons constitute approximately 7.7% of the Shares, based on a total of 19,944,943 Shares outstanding as of March 12, 2008 (as reported in Issuer’s 10-K filed on March 17, 2008), plus 15,000 Shares that the Estate of William Lee has the right to acquire at any time prior to October 4, 2008, upon the exercise of stock options.

(b)


				Shared						Shared
	Sole Power			Power			Sole Power			Power
Reporting Person	to Vote			to Vote			to Dispose			to Dispose

Frederic Auberty		184,359			1,060,790	(1)		184,359			1,060,790	(1)

Antonia Lee		0			1,013,496	(2)		0			1,013,496	(2)

Estate of William Lee		292,609	(3)		0			292,609	(3)		0

Auberty Co.		0			14,000			0			14,000

Auberty 2001 Trust		0			33,294			0			33,294

Wilco		0			137,650			0			137,650


(1)		Includes Shares held directly by: (i) Antonia Lee; (ii) Wilco (of which Antonia Lee is the majority shareholder and may be deemed to share voting and dispositive power with respect to such Shares); (iii) Auberty Co. (of which Frederic Auberty is President, sole member of the Board of Directors and a controlling shareholder and may be deemed to share voting and dispositive power with respect to such Shares); and (iv) the Auberty 2001 Trust (of which Frederic Auberty is a Trustee and may be deemed to share voting and dispositive power with respect to such Shares). Frederic Auberty may be deemed to have shared voting and dispositive power with respect to Shares held directly by Antonia Lee and Wilco pursuant to a Power of Attorney executed by Antonia Lee appointing Frederic Auberty as her attorney-in-fact.

(2)		Includes Shares held directly by (i) Antonia Lee and (ii) Wilco (of which Antonia Lee is the majority shareholder and may be deemed to share voting and dispositive power with respect to such Shares). Frederic Auberty may be deemed to have shared voting and dispositive power with respect to these Shares as set forth in Note 1 above.

(3)		Antonia Lee, as Independent Executrix of the Estate of William Lee, has sole voting and dispositive power with respect to these Shares.

(d) The Reporting Persons do not know of any other person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Pursuant to the Power of Attorney recorded as Instrument No. 20070405183 in the Official Public Records of Dallas County, Texas on November 9, 2007, Antonia Lee appointed Frederic Auberty as her attorney-in-fact to perform a broad range of acts, including the powers provided in a “statutory durable power of attorney” as set forth in Section 490 of the Texas Probate Code. Such Power of Attorney includes the power to perform stock transactions, including stock transactions involving the Shares.

The Estate of William Lee has the right to acquire up to 15,000 Shares at any time prior to October 4, 2008, upon exercise of the following stock options: (i) unexercised option to acquire up to 5,000 Shares pursuant to the Toreador Resources Corporation Amended and Restated 1994 Non-Employee Director Stock Option Plan Option Agreement, granted on May 30, 2002, by Toreador Resources Corporation to William I. Lee; and (ii) unexercised option to acquire up to 10,000 Shares pursuant to the Toreador Resources Corporation Amended and Restated 1994 Non-Employee Director Stock Option Plan Option Agreement, granted on June 19, 2003, by Toreador Resources Corporation to William I. Lee.

Item 7. Material to be Filed as Exhibits.

Exhibit 1. Joint Filing Agreement, dated May 7, 2008, among Frederic Auberty; Antonia Lee; the Estate of William I. Lee, Deceased; Auberty Co., Inc.; Auberty 2001 Trust; and Wilco Properties, Inc.

Exhibit 2. Toreador Resources Corporation Amended and Restated 1994 Non-Employee Director Stock Option Plan Option Agreement, granted on May 30, 2002, by Toreador Resources Corporation to William I. Lee

Exhibit 3. Toreador Resources Corporation Amended and Restated 1994 Non-Employee Director Stock Option Plan Option Agreement, granted on June 19, 2003, by Toreador Resources Corporation to William I. Lee

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: May 7, 2008



	By:	Frederic Auberty
		Frederic Auberty



	By:	Frederic Auberty
		Frederic Auberty, as attorney-in-fact
		for Antonia Lee


	THE ESTATE OF WILLIAM I. LEE, DECEASED
	By:	Antonia Lee
		Antonia Lee, Independent Executrix


	AUBERTY CO., INC.
	By:	Frederic Auberty
		Frederic Auberty, President


	AUBERTY 2001 TRUST
	By:	Frederic Auberty
		Frederic Auberty, Trustee


	WILCO PROPERTIES, INC.
	By:	Frederic Auberty
		Frederic Auberty, Chairman

EXHIBIT INDEX


Exhibit No.		Description

1		Joint Filing Agreement, dated May 7, 2008, among Frederic Auberty; Antonia Lee; the Estate of William I. Lee, Deceased; Auberty Co., Inc.; Auberty 2001 Trust; and Wilco Properties, Inc.

2		Toreador Resources Corporation Amended and Restated 1994 Non-Employee Director Stock Option Plan Option Agreement, granted on May 30, 2002, by Toreador Resources Corporation to William I. Lee

3		Toreador Resources Corporation Amended and Restated 1994 Non-Employee Director Stock Option Plan Option Agreement, granted on June 19, 2003, by Toreador Resources Corporation to William I. Lee

EX-1 2 c73299exv1.htm EXHIBIT 1 Filed by Bowne Pure Compliance

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, each of the undersigned agree to the joint filing of a Statement on Schedule 13D, including all amendments thereto, on their behalf with respect to the Common Stock of Toreador Resources Corporation, a Delaware corporation, owned by each of them.

In witness whereof, each of the undersigned hereby execute this Joint Filing Agreement as of May 7, 2008.



	By:	Frederic Auberty
		Frederic Auberty


	By:	Frederic Auberty
		Frederic Auberty, as attorney-in-fact
		for Antonia Lee


	THE ESTATE OF WILLIAM I. LEE, DECEASED
	By:	Antonia Lee
		Antonia Lee, Independent Executrix


	AUBERTY CO., INC.
	By:	Frederic Auberty
		Frederic Auberty, President


	AUBERTY 2001 TRUST
	By:	Frederic Auberty
		Frederic Auberty, Trustee


	WILCO PROPERTIES, INC.
	By:	Frederic Auberty
		Frederic Auberty, Chairman

EX-2 3 c73299exv2.htm EXHIBIT 2 Filed by Bowne Pure Compliance

EXHIBIT 2

TOREADOR RESOURCES CORPORATION
AMENDED AND RESTATED 1994
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
OPTION AGREEMENT

1. Grant of Option. Pursuant to the Toreador Resources Corporation Amended and Restated 1994 Non-Employee Director Stock Option Plan (the “Plan”), as adopted by Toreador Resources Corporation, a Delaware corporation (the “Company”), the Company grants to

William I. Lee

an option (sometimes referred to herein as the “Stock Option”) to purchase from the Company a total of 15,000 full shares of common stock, $0.15625 par value per share, of the Company (the “Common Stock”) at $4.12 per share (being not less than the fair market value per share of the Common Stock on the Date of the Grant), in the amounts, during the periods and upon the terms and conditions set forth in this Agreement.

The Date of Grant of this Stock Option is May 30, 2002.

The option granted under this Agreement is not intended to be, and shall not be treated as, an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Time of Exercise. Except as otherwise provided in the Plan or as specifically provided elsewhere in this Agreement, this Stock Option is exercisable no sooner than as follows:


Exercise Date		Number of Shares

1. One (1) year from the Date of Grant		Up to 33.33% of the total optioned shares under the Stock Option

2. Two (2) years from the Date of Grant		Up to an additional 33.33% of the total optioned shares under the Stock Option

3. Three (3) years from the Date of Grant		Up to an additional 33.34% of the total optioned shares under the Stock Option

provided, however, that in the event of: (i) the Participant’s death, (ii) Termination of Service by the Participant by reason of Disability, or (iii) the occurrence of a Change in Control affecting the Company, all shares of Common Stock under this Stock Option which have not previously vested and become exercisable shall automatically be accelerated and become vested and exercisable in full, without regard to the vesting limitations set forth above.

No part of this Stock Option may be exercised after the expiration of ten (10) years from the Date of Grant.

3. Subject to Plan. This Stock Option and its exercise are subject in all respects to the terms and conditions of the Plan. The defined terms used herein that are defined in the Plan shall have the same meanings defined for and assigned to them in the Plan. In addition, this Stock Option is subject to any rules promulgated pursuant to the Plan by the Board.

4. Term. This Stock Option will terminate at the first to occur of the following:

	(a)		5 p.m. on May 30, 2012. (no later than 10 years after Date of Grant);

	(b)		5 p.m. on the date of the Participant’s Termination for Cause;

	(c)		5 p.m. on the date which is twelve (12) months following the date of the Participant’s Termination of Service by reason of the Participant’s death; or

	(d)		5 p.m. on the date which is three (3) months following the date of the Participant’s Termination of Service for any reason other than as set forth in subparagraph (b) or (c) above of this Section 4.

5. Who May Exercise. Subject to the terms and conditions set forth in Section 4 above, this Stock Option may be exercised during the lifetime of the Participant only by the Participant or by the Participant’s guardian or legal representative. If the Participant’s service terminates as a result of death prior to the termination date specified in Section 4(a), Section 4(b), or Section 4(c) hereof, the following persons may exercise this Stock Option on behalf of the Participant at any time prior to the earlier of the dates specified in Section 4(a), Section 4(b), or Section 4(c): the personal representative of the Participant’s estate or the person who acquired the right to exercise this Stock Option by bequest or inheritance or by reason of the death of the Participant; provided that this Stock Option shall remain subject to the other terms of this Agreement, the Plan, and applicable laws, rules and regulations.

6. Restrictions on Exercise. This Stock Option may be exercised in whole or in part, but only with respect to full shares of Common Stock, and no fractional share of stock shall be issued. In no event may this Stock Option be exercised or shares of Common Stock be issued pursuant to this Agreement if any registration under state or federal securities laws required under the circumstances has not been accomplished.

7. Manner of Exercise. Subject to such administrative regulations as the Board may from time to time adopt, this Stock Option may be exercised by the delivery of written notice to the Company of the number of shares of Common Stock being purchased, accompanied by the following:

	(a)		Full payment of the Option Price for the shares of Common Stock being purchased; and

	(b)		Such documents, certificates and instruments as the Company in its discretion deems necessary to evidence the exercise, in whole or in part, of this Stock Option.

Full payment for shares of Common Stock purchased upon exercise of this Stock Option shall be made in cash, or, with the consent of the Committee, with shares of Common Stock previously owned by the Participant or, with the consent of the Committee, by a combination of cash and such shares. No shares of Common Stock may be issued until full payment of the purchase price has been made, and in the case of any purchase involving the Participant’s delivery of a promissory note in partial payment thereof, the Company may require that the shares of Common Stock be pledged to the Company to secure the payment thereof.

8. Non-Assignability. This Stock Option is not assignable or transferable by the Participant in any form or fashion except by will or by the laws of descent and distribution.

9. Rights as Stockholder. Except for the adjustment in the number of shares of Common Stock as provided in Section 10 below, the Participant will have no rights as a stockholder with respect to any shares of Common Stock covered by this Stock Option until the issuance of a certificate or certificates to the Participant for the shares of Common Stock. Except as otherwise provided in Section 10 below, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of such certificate or certificates.

10. Adjustment of Number of Shares and Related Matters. The shares of Common Stock covered by this Stock Option, and the exercise price thereof, in the event of any dissolution, liquidation, merger or consolidation of the Company, or in the event of the recapitalization of the Company or partial distribution of its assets in the nature of a partial liquidation, or the declaration of a stock dividend or split-up, shall be subject to adjustment in accordance with the terms of the Plan. Notwithstanding the foregoing, and except as provided in the Plan, the existence of the Stock Option granted hereunder shall not affect the right of the Company to issue shares of stock of any class, or securities convertible into shares of stock of any class, for cash, property, labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities. The issuance of such shares or securities shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Stock Option granted hereunder.

Upon the occurrence of each event requiring an adjustment of the exercise price and/or the number of shares of Common Stock purchasable pursuant to this Agreement (including the identity of the issuer thereof) in accordance with and as required by the terms of the Plan, the Company shall as soon as practicable mail to the Participant a copy of its computation of such adjustment which shall be conclusive and shall be binding upon the Participant unless contested by him by written notice to the Company within thirty (30) days after the Participant’s receipt of such computation.

11. Participant’s Representation. Notwithstanding any provision to the contrary herein, the Participant hereby agrees that he will not exercise this Stock Option, and that the Company will not be obligated to issue any shares of Common Stock to the Participant hereunder, if the exercise thereof or the issuance of such shares of Common Stock shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Board shall be final, binding, and conclusive. The obligations of the Company and the rights of the Participant are subject to all applicable laws, rules, and regulations.

12. Investment Representation. Unless the shares of Common Stock are issued to him in a transaction registered under applicable federal and state securities laws, by his execution hereof, the Participant represents and warrants to the Company that all Common Stock which may be purchased hereunder will be acquired by the Participant for investment purposes only for his or her own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Common Stock is issued to him in a transaction registered under the applicable federal and state securities laws, all certificates issued with respect to the Common Stock shall bear an appropriate restrictive investment legend.

13. Participant’s Acknowledgments. The Participant acknowledges receipt of a copy of the Plan, which is annexed hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Stock Option subject to all the terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board, as those terms are defined in the Plan, upon questions arising under the Plan or this Agreement.

14. Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, except with respect to the internal laws of the State of Delaware applicable hereto.

15. No Right to Continue as Director. Nothing herein shall be construed to confer upon the Participant the right to continue as a director of the Company.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.


TOREADOR RESOURCES CORPORATION

By: Name:		/s/ G. T. Graves III G. T. Graves III
Title:		President and CEO

PARTICIPANT

/s/ William I. Lee
Name:	William I. Lee
SSN:	###-##-####

EX-3 4 c73299exv3.htm EXHIBIT 3 Filed by Bowne Pure Compliance

EXHIBIT 3

TOREADOR RESOURCES CORPORATION
AMENDED AND RESTATED 1994
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
OPTION AGREEMENT

1. Grant of Option. Pursuant to the Amended and Restated Toreador Resources Corporation 1994 Non-Employee Director Stock Option Plan (the “Plan”), as adopted by Toreador Resources Corporation, a Delaware corporation (the “Company”), the Company grants to

WILLIAM I. LEE

an option (sometimes referred to herein as the “Stock Option”) to purchase from the Company a total of 15,000 full shares of common stock, $0.15625 par value per share, of the Company (the “Common Stock”) at $3.10 per share (being not less than the fair market value per share of the Common Stock on the Date of the Grant), in the amounts, during the periods and upon the terms and conditions set forth in this Agreement.

The Date of Grant of this Stock Option is June 19, 2003.

2. Time of Exercise. Except as otherwise provided in the Plan or as specifically provided elsewhere in this Agreement, this Stock Option is exercisable no sooner than as follows:


Exercise Date		Number of Shares

1. One (1) year from the Date of Grant		Up to 33.33% of the total optioned shares under the Stock Option

2. Two (2) years from the Date of Grant		Up to an additional 33.33% of the total optioned shares under the Stock Option

3. Three (3) years from the Date of Grant		Up to an additional 33.34% of the total optioned shares under the Stock Option

No part of this Stock Option may be exercised after the expiration of ten (10) years from the Date of Grant.

4. Term. This Stock Option will terminate at the first to occur of the following:

	(a)		5 p.m. on June 19, 2013. (no later than 10 years after Date of Grant);

	(b)		5 p.m. on the date of the Participant’s Termination for Cause;

	(c)		5 p.m. on the date which is twelve (12) months following the date of the Participant’s Termination of Service by reason of the Participant’s death; or

	(d)		5 p.m. on the date which is three (3) months following the date of the Participant’s Termination of Service for any reason other than as set forth in subparagraph (b) or (c) above of this Section 4.

	(a)		Full payment of the Option Price for the shares of Common Stock being purchased; and

	(b)		Such documents, certificates and instruments as the Company in its discretion deems necessary to evidence the exercise, in whole or in part, of this Stock Option.

8. Non-Assignability. This Stock Option is not assignable or transferable by the Participant in any form or fashion except by will or by the laws of descent and distribution.

15. No Right to Continue as Director. Nothing herein shall be construed to confer upon the Participant the right to continue as a director of the Company.


	TOREADOR RESOURCES CORPORATION
	By:	/s/ G. T. Graves III
	Name:	G. T. Graves III
	Title:	President and CEO

	PARTICIPANT
	/s/ William I. Lee
	Name: William I. Lee
	SSN:

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