sc13da207142006_01222009.htm

0000921895-09-000261.txt : 20090127 0000921895-09-000261.hdr.sgml : 20090127 20090127150951 ACCESSION NUMBER: 0000921895-09-000261 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090127 DATE AS OF CHANGE: 20090127 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16472 FILM NUMBER: 09547977 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nanes Balkany Partners I LP CENTRAL INDEX KEY: 0001429149 IRS NUMBER: 261808145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O NANES BALKANY PARTNERS LLC STREET 2: 400 MADISON AVENUE, SUITE 12C CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 499-2993 MAIL ADDRESS: STREET 1: C/O NANES BALKANY PARTNERS LLC STREET 2: 400 MADISON AVENUE, SUITE 12C CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Nanes Delorme Partners I LP DATE OF NAME CHANGE: 20080307 SC 13D/A 1 sc13da207142006_01222009.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D sc13da207142006_01222009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

Toreador Resources Corporation

(Name of Issuer)

Common Stock, $0.15625 par value

(Title of Class of Securities)

891050106

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 22, 2009

(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 ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 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	NAME OF REPORTING PERSON NANES BALKANY PARTNERS I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,082,439 (1)
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,082,439 (1)
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,439 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14	TYPE OF REPORTING PERSON PN

(1) Includes 35,039 shares of Common Stock currently issuable upon the conversion of certain convertible notes.

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON NANES BALKANY PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,082,439 (1)
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,082,439 (1)
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,439 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14	TYPE OF REPORTING PERSON OO

(1) Includes 35,039 shares of Common Stock currently issuable upon the conversion of certain convertible notes.

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON NANES BALKANY MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,082,439 (1)
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,082,439 (1)
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,439 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14	TYPE OF REPORTING PERSON OO

(1) Includes 35,039 shares of Common Stock currently issuable upon the conversion of certain convertible notes.

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON JULIEN BALKANY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION FRANCE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,082,439 (1)
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,082,439 (1)
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,439 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14	TYPE OF REPORTING PERSON IN

(1) Includes 35,039 shares of Common Stock currently issuable upon the conversion of certain convertible notes.

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON DARYL NANES
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,082,439 (1)
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,082,439 (1)
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,439 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14	TYPE OF REPORTING PERSON IN

(1) Includes 35,039 shares of Common Stock currently issuable upon the conversion of certain convertible notes.

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON CRAIG M. MCKENZIE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON MARC SENGÈS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION FRANCE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 891050106

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned. This Amendment No. 2 amends the Schedule 13D as specifically set forth.

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

In connection with the Settlement Agreement described and defined in Item 4, Nanes Balkany Partners I withdrew its nomination of Julien Balkany, Craig M. McKenzie and Marc Sengès for election as directors of the Issuer at its 2009 annual meeting of stockholders (the “2009 Annual Meeting”). As a result, Messrs. McKenzie and Sengès terminated their obligations to act in concert with the other Reporting Persons with respect to the Issuer effective January 22, 2009. Accordingly, Messrs. McKenzie and Sengès are no longer members of the Section 13(d) group and will cease to be Reporting Persons immediately after the filing of this statement. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer, to the extent required by applicable law.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 22, 2009, the Issuer, Nanes Balkany Partners I, Nigel Lovett, John Mark McLaughlin, Julien Balkany, Craig M. McKenzie and Peter Hill entered into a Settlement Agreement among the parties (the “Settlement Agreement”).

Pursuant to the terms of the Settlement Agreement, the parties agreed to, effective January 22, 2009, among other things, the following:

·	Nanes Balkany Partners I withdrew its nomination of Messrs. Balkany and McKenzie and Marc Sengès for election at the 2009 Annual Meeting.

Nanes Balkany Partners I and its affiliates, and Mr. Balkany and Mr. McKenzie agreed, other than as contemplated by the Settlement Agreement and other than in a manner consistent with the recommendation of the Issuer’s board of directors (the “Board”) to the stockholders, not to solicit any proxies or consents for voting any of the Issuer’s securities, initiate or make proposals to the Issuer’s stockholders for the approval of stockholder proposals, otherwise communicate with the Issuer’s stockholders or others pursuant to Rule 14a-1(l)(2)(iv) of the Securities Exchange Act of 1934, as amended, or otherwise engage in any course of conduct with the purpose of causing stockholders to vote against the recommendation of the Board until the conclusion of the Issuer’s 2010 Annual Meeting of Stockholders (the “2010 Annual Meeting”).

·	Mr. McLaughlin resigned as a director and Chairman of the Board.

·	Mr. Lovett resigned as a director and as President and Chief Executive Officer of the Issuer.

Mr. Balkany and Mr. McKenzie were both appointed to the Board, and Dr. Hill was appointed as non-executive Chairman of the Board. Also, Mr. McKenzie was appointed as the Issuer’s interim President and Chief Executive Officer. Dr. Hill is expected to be appointed to the Board’s Executive Committee, Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee. Mr. Balkany is expected to be appointed to the Board’s Executive Committee and Nominating and Corporate Governance Committee.

·	The Issuer agreed to nominate Dr. Hill, Mr. Balkany and Mr. McKenzie as nominees for election as directors at the 2009 Annual Meeting and to recommend to and solicit proxies from the stockholders to vote in favor of their election at the 2009 Annual Meeting.

·	The Issuer agreed not to increase the size of the Board to more than seven (7) directors until after the 2010 Annual Meeting, to be held no later than June 30, 2010.

The Board agreed to establish a search committee (the “Search Committee”) for the purpose of conducting a search for a permanent President and Chief Executive Officer of the Issuer consisting of Dr. Hill and Mr. Balkany, with Dr. Hill being the chairman. The new President and Chief Executive Officer must be appointed by the Board no later than the earlier of the date of completion of the Issuer’s proxy statement for the 2009 Annual Meeting or April 15, 2009.

·	The Issuer implemented a policy requiring Board members to beneficially own at least 50,000 shares of the Issuer’s common stock within the later of six (6) months of the execution of the Settlement Agreement or six (6) months of their appointment to the Board.

·	The Issuer agreed to reimburse up to $85,000 of Nanes Balkany Partners I’s expenses relating to negotiating the Settlement Agreement and its potential election contest with the Issuer.

·	The Issuer agreed to redeem its Rights Agreement, dated November 20, 2008, between the Issuer and American Stock Transfer & Trust Company, LLC, within fifteen (15) days of the Issuer obtaining consent from International Finance Corporation as required under its Loan and Guarantee Agreement.

The foregoing description of the Settlement Agreement is not complete and is qualified in its entirety by reference to its full text. A copy of the Settlement Agreement is filed as exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Settlement Agreement, a press release was issued on January 23, 2009 (the “Press Release”), announcing the execution of the Settlement Agreement. A copy of the Press Release is filed as exhibit 99.2 hereto.

Item 6.

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

Item 6 is hereby amended to add the following:

On January 22, 2009, the Issuer, Nanes Balkany Partners I, Nigel J. Lovett, John M. McLaughlin, Julien Balkany, Craig M. McKenzie and Peter Hill entered into the Settlement Agreement as discussed in further detail in Item 4.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1.

Settlement Agreement by and among Toreador Resources Corporation, Nanes Balkany Partners I LP, Nigel J. Lovett, John M. McLaughlin, Julien Balkany, Craig M. McKenzie and Peter Hill, dated January 22, 2009.

99.2.

Press Release, dated January 23, 2009.

CUSIP NO. 891050106

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 27, 2009

NANES BALKANY PARTNERS I LP

By:	Nanes Balkany Partners LLC
	General Partner

By:	/s/ Julien Balkany
	Name:	Julien Balkany
	Title:	Managing Member

NANES BALKANY PARTNERS LLC

By:	/s/ Daryl Nanes
	Name:	Daryl Nanes
	Title:	Managing Member

NANES BALKANY MANAGEMENT LLC

By:	/s/ Daryl Nanes
	Name:	Daryl Nanes
	Title:	Managing Member

	/s/ Julien Balkany
	JULIEN BALKANY

	/s/ Daryl Nanes
	DARYL NANES

	/s/ Craig M. McKenzie
	CRAIG M. MCKENZIE

	/s/ Marc Sengès
	MARC SENGÈS

EX-99.1 2 ex99113da207142006_01222009.htm SETTLEMENT AGREEMENT ex99113da207142006_01222009.htm

Exhibit 99.1

Execution Version

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (the “Agreement”), is effective the 22nd day of January, 2009, among Toreador Resources Corporation, a Delaware corporation (the “Company”), Nanes Balkany Partners I LP, a Delaware limited partnership (“Nanes Balkany”), Nigel J. Lovett, an individual (“Lovett”), John M. McLaughlin, an individual (“McLaughlin”), Julien Balkany, an individual (“Balkany”), Craig M. McKenzie, an individual (“McKenzie”), and Peter Hill, an individual (“Hill”) (Balkany, McKenzie and Hill are each a “New Director” and collectively, the “New Directors”).

WHEREAS, Nanes Balkany has given notice of its intention, at the 2009 annual meeting of the Company’s stockholders, or any other meeting of stockholders held in lieu thereof, and at any adjournments, postponements, reschedulings or continuations thereof (“2009 Annual Meeting”), to nominate three (3) nominees to be elected to the Company’s board of directors (“Board”); and

WHEREAS, the Company and Nanes Balkany have each determined that it is in their respective best interests and in the best interests of the Company’s stockholders to enter into this Agreement whereby, among other things, the Company will appoint the New Directors to the Board and Nanes Balkany will abandon its nomination of directors, in each case as more fully provided herein;

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

Section 1.1 Board Matters; Nominations at 2009 Annual Meeting.

(a) Subject to the terms hereof and contemporaneously herewith, Nanes Balkany and its Affiliates hereby withdraw their nominations for director in connection with the 2009 Annual Meeting by way of that certain letter to the Company dated January 14, 2009. For purposes of this Agreement, “Affiliate” means, with respect to any person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first person, and any employees, officers, directors, managers, members or partners of any such person.

(b) Subject to the terms hereof and contemporaneously herewith, the Company has taken all requisite action (including the calling of a special meeting of the Board to approve such actions) to:

(i)

accept and recognize the resignations of Lovett and McLaughlin as directors of the Company as of the date hereof (as set forth in Section 1.3) so that, in addition to David M. Brewer’s prior resignation as a director of the Company, there are three (3) vacancies on the Board;

Settlement Agreement

Execution Version

(ii)

elect each of the New Directors to serve as a director of the Company to fill the three (3) vacancies thus created and to serve in such capacity until the 2009 Annual Meeting or until their successors are duly elected and qualified; and

(iii)

elect Hill as the non-executive Chairman of the Board to serve in such capacity until the appointment of his successor as non-executive Chairman of the Board.

(c) Subject to the terms hereof, the Company hereby covenants and agrees that at the 2009 Annual Meeting the New Directors will be nominated for election as directors of the Company for terms expiring at the 2010 annual meeting of the Company’s stockholders (“2010 Annual Meeting”) or until their successors are duly elected and qualified. Prior to the 2009 Annual Meeting, (i) the Board shall recommend (and shall not change such recommendation in a manner adverse to the New Directors unless required to do so by the Board's fiduciary duties) that the Company's stockholders vote in favor of the New Directors at the 2009 Annual Meeting and (ii) the Company shall solicit proxies for the election of the New Directors at the 2009 Annual Meeting.

(d) Subject to the terms hereof, the Company also hereby covenants and agrees that in addition to the nomination of the New Directors as set forth herein (i) up to a maximum number of four (4) individuals (which may include current directors of the Company) (the “Additional Nominees”) shall be nominated at the 2009 Annual Meeting for election as directors of the Company for terms commencing at the close of the 2009 Annual Meeting in accordance with the recommendations of the Nominating and Corporate Governance Committee of the Board; (ii) at the 2009 Annual Meeting, the Board shall recommend (and shall not change such recommendations unless required to do so by the Board’s fiduciary duties) that the Company’s stockholders vote in favor of the Additional Nominees; and (iii) the Company shall solicit proxies for the election of the Additional Nominees at the 2009 Annual Meeting; it being understood that the Nominating and Corporate Governance Committee shall consider the nomination of Tom C. Davis, as previously made by Frederic Auberty, Antonia Lee, the Estate of William I. Lee, Deceased, Auberty Co., Inc., Auberty 2001 Trust and Wilco Properties, Inc. for election commencing at the close of the 2009 Annual Meeting.

(e) At any time prior to the 2010 Annual Meeting, should either Balkany or McKenzie resign from the Board, be rendered unable to serve on the Board by reason of death or disability, or decide not to seek election to the Board at the 2009 Annual Meeting or the 2010 Annual Meeting, Nanes Balkany shall, with the consent of the Company (which consent shall not be unreasonably withheld or delayed), be entitled to designate a replacement for Balkany or McKenzie as a director (or nominee for director) who is deemed reasonably qualified by the Board, and the Company shall take all necessary action to implement the foregoing as promptly as practicable. Any such designated replacement who becomes a Board member under this Section 1.1(e) shall be deemed to be a New Director for all purposes under this Agreement and, prior to his or her appointment to the Board, shall be required to agree in writing, to the extent applicable, to the provisions of Section 1.1(f) and (g) of this Agreement.

Settlement Agreement

Execution Version

(f) Subject to the terms hereof, the Company also hereby covenants and agrees to recommend to the full Board and seek the approval of Hill as non-executive Chairman of the Board until after the 2010 Annual Meeting.

(g) Each New Director agrees to provide to the Company upon its request, without unreasonable delay, true and complete information regarding such New Director required by law to be included in the Company's proxy materials relating to the 2009 Annual Meeting.

(h) The Company agrees that each New Director shall receive (i) the same benefits of director and officer insurance, and any indemnity and exculpation arrangements available generally to the directors on the Board and (ii) the same compensation for his or her service as a director as the compensation received by other directors on the Board.

Section 1.2 Board Committees. The Company agrees that Balkany and Hill shall be offered, promptly upon the execution of this Agreement, the opportunity to assume the following roles in the Board’s committees: (i) Balkany shall be elected to serve as a member of the Executive Committee and the Nominating and Corporate Governance Committee, and (ii) Hill shall be elected to serve as member of the Executive Committee, Nominating and Corporate Governance Committee, Audit Committee and the Compensation Committee; provided that in all such cases that each of Balkany and Hill shall be entitled to be a member of any committee of the Board only if he meets any independence or other requirements under applicable law and the rules and regulations of the Nasdaq Stock Market or other securities exchange that the Company's securities may then be traded for service on such committee.

Section 1.3 Resignations. Simultaneously with the execution of this Agreement and the Separation and Mutual Release Agreement by and between Lovett and the Company attached as Exhibit A hereto, the Release Agreement by and between Lovett and Nanes Balkany attached as Exhibit B hereto, the Resignation and Mutual Release Agreement by and between McLaughlin and the Company attached as Exhibit C hereto, the Release Agreement by and between McLaughlin and Nanes Balkany attached as Exhibit D hereto, and a separate Indemnity Agreement by and between Lovett and the Company and by and between McLaughlin and the Company in the form attached as Exhibit E hereto, Lovett hereby irrevocably resigns as the President and Chief Executive Officer and a director of the Company, and McLaughlin hereby irrevocably resigns as a director of the Company. The parties hereto agree and acknowledge that the preceding sentence shall serve as Lovett’s and McLaughlin’s formal irrevocable resignations delivered to the Company and upon execution of this Agreement and the agreements attached as Exhibits A through E, all of which agreements shall be executed concurrently with the execution of this Agreement, no additional agreement, notice or action shall be necessary to immediately effectuate such resignations in accordance therewith. Lovett and McLaughlin each agree that he shall not contest or seek to contest the validity or effectiveness of such resignations.

Section 1.4 Severance Agreement. As set forth in the Separation and Mutual Release Agreement attached as Exhibit A, the Company hereby acknowledges that Lovett will be due certain severance payments under Section 3(d)(ii) of his Employment Agreement with the Company, dated March 12, 2008 and the Company shall pay such amounts promptly in accordance with the terms of such agreement.

Settlement Agreement

Execution Version

Section 1.5 Appointment of New Officer. Subject to the terms hereof and contemporaneously herewith, McKenzie will be appointed as the interim Chief Executive Officer and President of the Company. While serving as interim Chief Executive Officer, McKenzie’s compensation and benefits shall be $35,000 per month plus substantially similar benefits as paid to the previous President and Chief Executive Officer, under the terms and conditions set forth in that certain Letter Agreement attached as Exhibit F hereto to be executed concurrently with the execution of this Agreement. Promptly upon the execution of this Agreement, the Board will form a search committee for the purpose of conducting a search for the new President and Chief Executive Officer of the Company (the “Search Committee”). Hill and Balkany shall serve as members of the Search Committee, and Hill shall serve as chairman of the Search Committee. The Search Committee shall conduct the search utilizing a nationally-recognized search firm and may consider McKenzie for the new President and Chief Executive Officer role, but Lovett shall not be considered as a candidate. The new President and Chief Executive Officer of the Company must be appointed by the Board no later than the earlier of the date of completion of the Company’s proxy statement for the 2009 Annual Meeting or April 15, 2009.

Section 1.6 Solicitation. From the date hereof until the conclusion of the 2010 Annual Meeting, neither Nanes Balkany nor any of its Affiliates nor Balkany nor McKenzie shall, directly or indirectly, other than as contemplated by this Agreement and other than in a manner consistent with the recommendations of the Board to the Company's stockholders, (i) solicit proxies or consents for the voting of any securities of the Company or otherwise become a “participant,” directly or indirectly, in any “solicitation” of “proxies” or consents to vote, or become a “participant” in any election contest involving the Company or the Company's securities (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)), (ii) seek to advise or influence any person with respect to the voting of any securities of the Company, (iii) initiate, propose or otherwise “solicit” the Company's stockholders for the approval of stockholder proposals, (iv) otherwise communicate with the Company's stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act, or (v) otherwise engage in any course of conduct with the purpose of causing stockholders of the Company to vote contrary to the recommendation of the Board on any matter presented to the Company's stockholders for their vote. The 2010 Annual Meeting shall be held no later than June 30, 2010.

Section 1.7 Voting. At the 2009 Annual Meeting, Nanes Balkany shall cause all shares of Common Stock beneficially owned by it and its Affiliates to be present at such meeting for purposes of establishing a quorum and to be voted for the New Directors and the other nominees recommended by the Board.

Section 1.8 Prohibited Actions. Subject to the terms hereof, the Company agrees that it shall not from the date hereof until after the 2010 Annual Meeting, (i) increase the size of the Board to more than seven (7) directors; (ii) change any provisions of the Company’s Bylaws or Certificate of Incorporation that would adversely affect the ability of the stockholders of the Company to nominate directors, fill vacancies on the Board, remove directors, or take any substantially similar action without approval of a majority of the Board, including Balkany; or (iii) otherwise amend any of its charters or policies in a manner that would be inconsistent with the terms hereof or adverse to the stockholders of the Company.

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Section 1.9 Stock Ownership by Directors. Promptly upon the execution of this Agreement, the Company shall adopt a policy requiring all Board members to beneficially own or represent at least 50,000 shares of the Company’s common stock within (i) six months of the execution of this Agreement, or (ii) six months from the date he or she is first appointed or elected to the Board. This policy shall deem any shares of Company common stock to satisfy such stock ownership requirement if the Board member (i) purchases the Company common stock on the open market, (ii) obtains shares of Company common stock as a result of the exercise of options, and (iii) holds restricted shares of the Company common stock, including any such holdings that are not vested. The minimum holdings requirement shall not be satisfied by a Board member’s holdings of unexercised options to purchase the Company’s common stock.

Section 1.10 Expenses. The Company shall promptly reimburse Nanes Balkany for all reasonable, documented out-of-pocket costs and expenses incurred prior to the execution of this Agreement and in connection with activities relating to the potential election contest with the Company, including any Securities and Exchange Commission filings relating to the Company and associated legal fees; provided, that the costs and expenses to be paid or reimbursed by the Company to Nanes Balkany pursuant to this Section 1.10 shall not exceed $85,000.

Section 1.11 Stockholder Rights Plan. The Company agrees to take all necessary actions to redeem all rights previously issued to stockholders under the Company’s Rights Agreement, dated as of November 20, 2008, within fifteen (15) days of the Company obtaining all necessary consents (the “Consents”) under its Loan and Guarantee Agreement. The Company shall employ reasonable best efforts to obtain the Consents as soon as practicable.

Section 1.12 Form 8-K. The Company agrees to disclose this Agreement in a Form 8-K filed with the Securities and Exchange Commission in the time period required by applicable law and to file this Agreement as an exhibit to such Form 8-K.

Section 1.13 Press Release. In conjunction with the filing of the Form 8-K, Nanes Balkany and the Company shall coordinate the filing of a press release in the form attached as Exhibit G hereto announcing the execution of this Agreement.

Section 1.14 Indemnity Agreement. Concurrently with the execution of this Agreement, a separate Indemnity Agreement by and between Balkany and the Company, by and between McKenzie and the Company, and by and between Hill and the Company in the form attached as Exhibit H hereto shall be executed by such parties.

ARTICLE II.

Section 2.1 Representations and Warranties.

(a) Each of the parties hereto represents and warrants to the other party that:

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(i)

such party has all requisite authority and power to execute and deliver this Agreement and to consummate the transactions contemplated hereby;

(ii)

the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby;

(iii)

the Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and

(iv)

this Agreement will not result in a violation of any terms or provisions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.

(b) Nanes Balkany hereby represents and warrants to the Company that neither Nanes Balkany, nor its Affiliates, have formed with any other stockholders a “group” within the meaning of Section 13(d)(3) of the Exchange Act, with respect to the securities of the Company.

(c) The parties hereto acknowledge, warrant and represent that they have carefully read this Agreement, understand it, have consulted with and received the advice of counsel regarding this Agreement, agree with its terms, are duly authorized to execute it and freely, voluntarily and knowingly execute it.

Section 2.2 General.

(a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors, personal representatives and assigns of the parties hereto. Neither Nanes Balkany, nor its Affiliates, may assign any of its rights or obligations under this Agreement to any other person.

(b) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemplated arrangements and understandings with respect thereto.

(c) This Agreement may be signed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same Agreement.

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(d) All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by facsimile, electronic mail, express delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed to the party to be notified at the respective addresses set forth below, or at such other addresses which may hereinafter be designated in writing:

If to the Company:

Toreador Resources Corporation

13760 Noel Road, Suite 1100

Dallas, Texas 75240-1383

Fax: (214) 559-3945

with a copy to:

Haynes and Boone, LLP

Attn: Janice V. Sharry

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

Fax: 214-200-0620

If to Nanes Balkany or Balkany:

Nanes Balkany Partners I LP

400 Madison Avenue, Suite 12C

New York, New York 10017

Fax: (212) 499-2995

with a copy to:

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Attn: Steven Wolosky

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Fax: (212) 451-2222

If to McKenzie:

17 Villosa Ridge Point

Calgary, Alberta, Canada T3Z 1H3

Fax: (403) 202-8689

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with a copy to:

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Attn: Steven Wolosky

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Fax: (212) 451-2222

If to Hill:

130 Belcher Drive

Sudbury, MA 01776

If to Lovett:

3535 Gillespie, No. 506

Dallas, TX 75219

with a copy to:

Joseph E. Dannenmaier

Thompson & Knight LLP

1722 Routh Street, Suite 1500

Dallas, TX 75201

Fax: (214) 969-1751

If to McLaughlin:

2201 Sherwood Way, Suite 201

San Angelo, TX 76901

with a copy to:

Joseph E. Dannenmaier

Thompson & Knight LLP

1722 Routh Street, Suite 1500

Dallas, TX 75201

Fax: (214) 969-1751

(e) This Agreement and the legal relations hereunder between the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed therein, without giving effect to the principles of conflicts of law thereof.

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(f) Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid, but if any provision of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not render invalid or unenforceable any other provision of this Agreement.

(g) It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved person will be irreparably damaged and will not have an adequate remedy at law. Any such person, therefore, shall be entitled to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

(h) Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(i) Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America, in each case located in the County of New Castle, for any action, proceeding or investigation in any court or before any governmental authority arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action, proceeding or investigation relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by registered mail to its respective address set forth in this Agreement shall be effective service of process for any action, proceeding or investigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, proceeding or investigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Delaware or the United States of America, in each case located in the County of New Castle, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, proceeding or investigation brought in any such court has been brought in an inconvenient forum.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have entered this Agreement effective as of the date set forth above.

TOREADOR RESOURCES CORPORATION, a Delaware corporation

By:	/s/ Charles J. Campise
	Name:	Charles J. Campise
	Title:	SR VP & CFO

NANES BALKANY PARTNERS I LP, a Delaware limited partnership

By: Nanes Balkany Partners LLC, its General Partner

By:	/s/ Julien Balkany
	Name:	Julien Balkany
	Title:	Managing Member


By:	/s/ Nigel J. Lovett
	Name:	Nigel J. Lovett


By:	/s/ John M. McLaughlin
	Name:	John M. McLaughlin


By:	/s/ Julien Balkany
	Name:	Julien Balkany


By:	/s/ Peter Hill
	Name:	Peter Hill


By:	/s/ Craig M. McKenzie
	Name:	Craig M. McKenzie

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EX-99.2 3 ex99213da207142006_01222009.htm PRESS RELEASE, DATED JANUARY 23, 2009 ex99213da207142006_01222009.htm

Exhibit 99.2

TOREADOR RESOURCES AND NANES BALKANY REACH AGREEMENT

Company Appoints Craig McKenzie, Dr. Peter Hill and Julien Balkany to Board;

McKenzie to Serve as Interim CEO, Dr. Hill as Non-Executive Chairman

Company Committed to Maximizing Value for Shareholders and Maintaining Focus on Core Assets in France and Hungary;

Will Redeem Stockholder Rights Plan

Dallas, TX and New York, NY – January 23, 2009 – Toreador Resources Corporation (“Toreador” or the “Company”) (NASDAQ: TRGL) and Nanes Balkany Partners I LP (“Nanes Balkany”), one of its largest stockholders, announced today that they have entered into a settlement agreement (the “Agreement”) pursuant to which the Company has appointed three new members to Toreador’s Board of Directors, Nigel J. Lovett has resigned as Chief Executive Officer, President and a director of the Company, and John M. McLaughlin has resigned as a non-executive Chairman and a director. The Company has also appointed Craig McKenzie interim CEO effective immediately, while a search for a permanent CEO is completed.

Under the terms of the Agreement, Toreador has appointed Julien Balkany, Craig McKenzie and Dr. Peter Hill to its Board of Directors. Accordingly, Nanes Balkany has withdrawn its nomination to elect a slate of three nominees to the Board at the 2009 annual meeting. The Company has also agreed to redeem the Stockholder Rights Plan announced November 20, 2008 after obtaining the requisite approvals from its lender.

Herb Williamson, Vice Chairman of the Toreador Board, said, “We are pleased to have reached this meaningful agreement and believe this outcome is in the best interests of the Company and all of our stockholders. Toreador has a great portfolio of oil and gas assets and we are confident that with the addition of Balkany, McKenzie and Hill, the Board will be able to continue its commitment to corporate governance best practices and will have the proactive support of our stockholders in order that Toreador can achieve its true potential and ambitious goals. Going forward, we will continue to implement a cohesive strategic plan to enhance our operational and financial performance, following through with the planned divestiture of the Turkish operations and refocusing the Company’s efforts on its exciting upcoming exploration program in France and Hungary.”

Julien Balkany, Managing Member and Chief Investment Officer of Nanes Balkany Partners, stated, “We are pleased to have resolved our differences with Toreador amicably and we look forward to working together constructively with the remaining directors towards our common objective of maximizing stockholder value. Toreador’s renewed strategic direction as well as the appointment of Craig McKenzie as interim CEO and Dr. Peter Hill as non-executive Chairman, two industry experts with outstanding experience in the oil and gas industry, is an extremely positive step for the Company. Together, we will work diligently and proactively to position Toreador for success and unlock value for all stockholders.”

Biographies of the newly appointed Directors:

Craig Morgan McKenzie has over 23 years of experience in the oil and gas industry. Mr. McKenzie served as Chief Executive Officer and Director of Canadian Superior Energy Inc., a Canadian oil and gas exploration and production company with upstream operations in Canada, Trinidad & Tobago and Tunisia/Libya, from October 2007 until December 2008. Prior to joining Canadian Superior Energy Inc., Mr. McKenzie served as the President, BG Trinidad & Tobago of BG Group plc, a gas exploration and production company, from May 2004 to September 2007, and served as a member of the Atlantic LNG shareholders’ board, from September 2004 to September 2007. Prior to joining BG Group plc, Mr. McKenzie was at BP plc, following its merger with Amoco Corporation, from 1986 to May 2004 where he held various senior positions including, but not limited to, Head of North Sea Projects and Exploration Unit, Executive Assistant of Group Chief Executive and Lead Negotiator of the M&A Group. Mr. McKenzie holds a BS in Petroleum Engineering from Louisiana State University and an MBA from Kellogg School of Management at Northwestern University.

Peter J. Hill has over thirty five years of experience in the oil and gas industry. Dr. Hill has been serving as Non Executive Chairman of Austral Pacific Energy since 2006. Concomitantly Dr. Hill has been a Senior Advisor to Palo Alto Investors, a California-based private investment company since 2008. Dr. Hill served as President and Chief Executive of Harvest Natural Resources (ticker: HNR), a US oil and gas exploration and production companies with operations in Venezuela, the Gulf of Mexico, Gabon and Indonesia, from 2000 to 2005. Prior to joining Harvest Natural resources, Dr. Hill was Chief Operating Officer and Executive Director of Hardy Oil & Gas in London, from 1998 until 2000. From 1995 until 1997, Dr. Hill served as Managing Director of Deminex and was responsible for its worldwide exploration and production activities. Prior to 1995, Dr. Hill spent 22 years with BP plc holding several senior positions including Chief Geologist, Chief of Staff for BP Exploration, President of BP Venezuela and Regional Director for Central and South America. Dr. Hill holds a B.S. Degree in Geology from Southampton University, and a shared Doctorate of Philosophy in Sedimentology from Southampton University and Trinity College.

Julien Balkany has been serving as a managing member and Chief Investment Officer of Nanes Balkany Partners LLC since January 2008. Concomitantly, Mr. Balkany has been a Managing Director at Nanes Delorme Capital Management LLC, a New York based financial advisory and broker-dealer firm, managing its oil and gas investment banking business since 2005. Mr. Balkany has executed several hundred million dollars worth of oil & gas transactions on both the buy-side and sell-side. Mr. Balkany’s most notable M&A assignments have included advising Maurel & Prom, PetroFalcon Corp., Lundin Petroleum, Heritage Oil Corp, Afren Plc, Perenco, Tullow, Vitol, Candax Energy, Carthago Oil, Range Energy and Surestream Petroleum. Before joining Nanes Delorme Capital Management LLC and co-founding Nanes Balkany Partners, Mr. Balkany worked at Pierson Capital, a U.S. private investment firm focused primarily on emerging markets, from 2003 to 2005. Prior to that Mr. Balkany gained significant expertise in the Latin America Debt Capital Markets Group of Bear Stearns. Mr. Balkany studied Political Science at the Institute of Political Studies (France) and Finance at UC Berkeley.

About Toreador Resources

Toreador Resources Corporation is an independent international energy company engaged in the acquisition, development, exploration and production of natural gas, crude oil and other income-producing minerals. The company holds interests in developed and undeveloped oil and gas properties in France, Turkey, Romania and Hungary. More information about Toreador may be found at the company's web site, http:///www.toreador.net.

Safe-Harbor Statement – Except for the historical information contained herein, the matters set forth in this news release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Toreador intends that all such statements be subject to the "safe-harbor" provisions of those Acts. Many important risks, factors and conditions may cause Toreador's actual results to differ materially from those discussed in any such forward-looking statement. These risks include, but are not limited to, estimates of reserves, estimates of production, future commodity prices, exchange rates, interest rates, geological and political risks, drilling risks, product demand, transportation restrictions, the ability of Toreador to obtain additional capital, whether Toreador obtains approval to redeem the rights under the Stockholder Rights Plan, whether the previously disclosed Romanian transactions are completed in accordance with their terms, whether the transaction to sell a 26.75% interest in the South Akcakoca Sub-basin is completed on the terms contemplated, and other risks and uncertainties described in the company's filings with the Securities and Exchange Commission. The historical results achieved by Toreador are not necessarily indicative of its future prospects. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

# # #

Contact:

Toreador Resources:

Charles J. Campise, 214-559-3933

Senior Vice President and Chief Financial Officer

Nanes Balkany Partners:

Sard Verbinnen & Co.

Paul Caminiti/Dan Gagnier/Jane Simmons, 212-687-808