-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, L0Siql8vKerW6zdpYEivWFX9shxcbwBLpLdsCFZinbjCqgRK46+OWgimj/d4XThz hq87KNKDercusnToZTa/Hg== 0000922409-95-000021.txt : 19950511 0000922409-95-000021.hdr.sgml : 19950511 ACCESSION NUMBER: 0000922409-95-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950509 SROS: NONE GROUP MEMBERS: DANE EDWARD NATHAN ET AL GROUP MEMBERS: DANE, FALB, STONE & CO., INC. GROUP MEMBERS: EDWARD NATHAN DANE GROUP MEMBERS: FIRETHORN I LIMITED PARTNERSHIP GROUP MEMBERS: PETER LAWRENCE FALB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOREADOR ROYALTY CORP CENTRAL INDEX KEY: 0000098720 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 750991164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06308 FILM NUMBER: 95535486 BUSINESS ADDRESS: STREET 1: 530 PPRESTON COMMONS WEST STREET 2: 8117 PRESTON ROAD CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2143690080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANE EDWARD NATHAN ET AL CENTRAL INDEX KEY: 0000944803 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 030282431 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 33 BROAD STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-742-2304 MAIL ADDRESS: STREET 1: 33 BROAD STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-2 Under the Securities Exchange Act of 1934 TOREADOR ROYALTY CORPORATION COMMON STOCK $0.15625 PAR VALUE 891041 10 5 (Cusip Number) PETER L. FALB, 33 BROAD STREET, BOSTON, MA 02109 Telephone: (617) 742-0666; Facsimile (617) 742-2304 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 5, 1995 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. CUSIP No. 891041 10 5 1. Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person PETER LAWRENCE FALB ###-##-#### 2. Check the appropriate box if a member of a group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds PF 5. Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization USA 7. Sole Voting Power 111,000 8. Shared Voting Power 729,500 9. Sole Dispositive Power 111,000 10. Shared Dispositive Power 729,500 11. Aggregate amount beneficially owned by each reporting person 840,500 12. Check box if the aggregate amount in Row (11) excludes certain shares [ ] 13. Percent of class represented by amount in Row (11) 15.71% 14. Type of Reporting Person IN Page 2 of 8 Pages CUSIP No. 891041 10 5 1. Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person EDWARD NATHAN DANE ###-##-#### 2. Check the appropriate box if a member of a group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds 00 5. Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization USA 7. Sole Voting Power 0 8. Shared Voting Power 729,500 9. Sole Dispositive Power 0 10. Shared Dispositive Power 729,500 11. Aggregate amount beneficially owned by each reporting person 729,500 12. Check box if the aggregate amount in Row (11) excludes certain shares [ ] 13. Percent of class represented by amount in Row (11) 13.64% 14. Type of Reporting Person IN Page 3 of 8 Pages CUSIP No. 891041 10 5 1. Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person FIRETHORN I LIMITED PARTNERSHIP 04-3064184 2. Check the appropriate box if a member of a group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds 00 5. Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization MASSACHUSETTS 7. Sole Voting Power 187,000 8. Shared Voting Power 0 9. Sole Dispositive Power 187,000 10. Shared Dispositive Power 0 11. Aggregate amount beneficially owned by each reporting person 187,000 12. Check box if the aggregate amount in Row (11) excludes certain shares [ ] 13. Percent of class represented by amount in Row (11) 3.5% 14. Type of Reporting Person PN Page 4 of 8 Pages CUSIP No. 891041 10 5 1. Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person DANE, FALB, STONE & CO., INC. 04-2622331 2. Check the appropriate box if a member of a group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds 00 5. Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization MASSACHUSETTS 7. Sole Voting Power 541,700 8. Shared Voting Power 800 9. Sole Dispositive Power 541,700 10. Shared Dispositive Power 800 11. Aggregate amount beneficially owned by each reporting person 542,500 12. Check box if the aggregate amount in Row (11) excludes certain shares [ ] 13. Percent of class represented by amount in Row (11) 10.14% 14. Type of Reporting Person IA Page 5 of 8 Pages CUSIP No. 891041 10 5 The Schedule 13D previoiusly filed by the undersigned (the "Reporting Persons") with respect to the Common Stock, $.15625 par value, of Toreador Royalty Corporation (the "issuer") is hereby amended as follows: Item 4 Purpose of Transaction: Item 4 is hereby supplemented as follows: On May 5, 1995 it became clear to the reporting persons that the efforts of the Reporting Persons' Counsel and Company Counsel to cause the issuer to address satisfactorily the concerns expressed by the reporting persons had failed. This conclusion was based upon among other things an opportunity to fully review and reflect on the Company Proxy Statement (as defined below) and the issuer's May 1, 1995 letter and the status of communications among the reporting persons, the issuer and their respective counsel. Accordingly, the reporting persons have constituted themselves as a committee the goal of which is to maximize shareholder value (the "Committee"). The Committee believes that the issuer's management and management policies should be subject to independent and objective review and that new directors are required, bringing a fresh and open perspective to the direction of the issuer. In particular, the Committee believes that: (1) the issuer's selling, general and administrative expenses should be reduced; (2) management compensation should be tied to increasing shareholder value (beyond the current use of stock options); (3) the issuer should adopt an appropriate share repurchase program while also continuing to invest in its business; (4) the issuer's "poison pill" and other director and management entrenching devices should be rescinded; and (5) all members of the issuer's Board should have a significant cash investment in the issuer's common stock (as opposed to holding principally stock options as is the case with certain current Directors of the issuer). The Committee on May 5, 1995 filed with the Commission a preliminary proxy statement and related solicitation materials (the "Committee Proxy Statement") with respect to the issuer's May 18, 1995 Annual Meeting in opposition to those previously distributed by the issuer's board of directors (the "Company Proxy Statement"). In particular, the Committee intends to seek the election of five nominees (the "Committee Nominees") to the issuer's board of directors and a vote against the proposal to approve the additional Non-Employee Director Stock Option Plan set forth in the Company Proxy Statement. The Committee Nominees are Peter L. Falb, Edward Nathan Dane, Theodore Johnson, Paul R. Farago and Edward J. Stewart III. If elected, the Committee Nominees presently intend to conduct an in-depth review of management and, where appropriate, to retain the services of key executive Page 6 of 7 Pages and operating personnel. To the extent practicable, the Committee desires to be able, through the election of its slate, to direct the policies of the Board of Directors of the issuer with the least possible disruption to the issuer's business and employees. None of the Committee has any current intention of making a proposal with respect to any merger or similar transaction involving the issuer. The Committee Proxy Statement is being distributed as promptly as practicable and the Committee's definitive proxy statment will be distributed promptly in accordance with and subject to Commission rules. Page 7 of 8 Pages CUSIP No. 891041 10 5 SIGNATURES 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. May 8, 1995 Peter L. Falb May 8, 1995 Edward Nathan Dane DANE, FALB, STONE & CO., INC. May 8, 1995 By: Peter L. Falb, Treasurer May 8, 1995 By: Edward Nathan Dane, President May 8, 1995 By: FIRETHORN II LIMITED PARTNERSHIP, its general partner May 8, 1995 By: EAGLEROCK CORPORATION, its general partner May 8, 1995 By: Peter L. Falb, Treasurer May 8, 1995 By: Edward Nathan Dane, President Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----