-----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, CXyCXX2fAn1WFfsYKOPdEt8zoCp0nPDuMYG39VsD5Bu/Aj1nE+Kq3czQ2dv5mMae yMc1RB+JX2mLiAwr4FqlqA== 0000950134-97-005702.txt : 19970807 0000950134-97-005702.hdr.sgml : 19970807 ACCESSION NUMBER: 0000950134-97-005702 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970806 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOREADOR ROYALTY CORP CENTRAL INDEX KEY: 0000098720 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] 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: 97651902 BUSINESS ADDRESS: STREET 1: 530 PRESTON COMMONS WEST STREET 2: 8117 PRESTON ROAD CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2143690080 MAIL ADDRESS: STREET 1: 530 PRESTON COMMONS WEST STREET 2: 8117 PRESTON ROAD CITY: DALLAS STATE: TX ZIP: 75225 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEE GLOBAL ENERGY FUND LP CENTRAL INDEX KEY: 0001000880 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 752569264 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6688 N CENTRAL STREET 2: STE 1150 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2143631171 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 TOREADOR ROYALTY CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.15625 PER SHARE (Title of Class of Securities) 891041105 (CUSIP Number) JANICE V. SHARRY, ESQ. HAYNES AND BOONE, LLP 901 MAIN STREET, SUITE 3100 DALLAS, TEXAS 75202 (214) 651-5562 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 31, 1997 (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: [ ] 2 SCHEDULE 13D CUSIP NO. 891041105 (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lee Global Energy Fund, L.P. 75-2569264 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION Texas (7) SOLE VOTING POWER NUMBER OF 508,000 SHARES BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 508,000 (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 508,000 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% (14) TYPE OF REPORTING PERSON PN SEE INSTRUCTIONS BEFORE FILLING OUT! 3 This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed by Lee Global Energy Fund, L.P. (the "Fund"), by furnishing the information set forth below. Unless set forth below, all previous Items are unchanged. Item 4. Purpose of Transaction. Item 4 is hereby amended in its entirety as follows: The Fund initially acquired the Shares in the ordinary course of business for investment purposes. As a significant investor in the Company, the Fund has engaged, and may continue to engage, in communications with one or more of the Company's stockholders and/or one or more of the Company's officers or members of the Company's Board of Directors regarding the Company, including, without limitation, its operations. In the course of its communications, the Fund has become aware of certain matters of concern relating to the Company. As a result, on July 31, 1997, the Fund sent to the Board of Directors of the Company the letter attached hereto as Exhibit 7.1 and incorporated herein by reference. The Fund may at any time and from time to time (i) acquire or dispose of the Shares, (ii) review or reconsider its position, (iii) change its purpose and/or (iv) formulate additional plans or proposals specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended in its entirety as follows: 7.1 Letter dated July 31, 1997, from the Fund to the Company's Board of Directors. 4 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. LEE GLOBAL ENERGY FUND, L.P. By: Gralee Partners, L.P., its general partner By: Gralee Capital Corp., its general partner By: /s/ G. Thomas Graves III ------------------------------- Name: G. Thomas Graves III ----------------------------- Title: President ---------------------------- August 5, 1997 5 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 7.1 Letter dated July 31, 1997, from the Fund to the Company's Board of Directors. EX-7.1 2 LETTER FROM THE FUND TO THE BOARD OF DIRECTORS 1 EXHIBIT 7.1 July 31, 1997 VIA FEDERAL EXPRESS Board of Directors Toreador Royalty Corporation 530 Preston Commons West 8117 Preston Road Dallas, Texas 75225 Dear Sirs: We have recently been advised that the Board of Directors of Toreador Royalty Corporation ("TRC") has decided to sell the company using a data room-auction format. We also understand that the Board has agreed among themselves that the only acceptable tender will be one that is cash or a "very liquid security." As the holder of 508,000 shares of TRC common stock, we are compelled to write to you in our capacity as the single largest holder of the Company's securities. Our position with regard to this potential transaction is as follows: SALE OR REORGANIZATION We agree with the Board that some type of sale or reorganization is appropriate at this time. While the Company was making significant progress prior to Mr. Peter Vig's departure, it is now without management, simply adrift, anticipating some exploration event that might or might not change its fortune. We have been told that the Company has no plans to replace Mr. Vig pending the result of two ongoing seismic surveys and the outcome of exploratory drilling. To let the Company sit idle while awaiting the results of events beyond its control is not in the best interest of its shareholders. However, if this is the position of the Board of Directors, then making plans for a sale or reorganization is a logical step. AUCTION-FORMAT SALE If there is to be a sale, we will not support such an undertaking if the consideration consists primarily of "highly liquid stock" which promises no significant capital appreciation for the stockholders and which may be subject to restrictions on disposal which limit its purported liquidity. By trading for "highly liquid stock" with an inflated market price, TRC negates the premium one expects to receive through the auction process. Only with a pure cash trade can the Company possibly receive the premium it is seeking in the auction process. Furthermore, and as noted above, from our experience, we would note that few deals are made without some restriction on the disposal of shares. This impediment might not arise as a "deal point", but it often shows up as a "closing point." 2 In conclusion, let me reaffirm that, in the event of a proposed auction-format sale, we will vote our shares to accept only a cash price. Save and except some extraordinary event that might cause an "Exxon" to table their shares as tender, all stockholders are likely to be ill served by taking stock, especially in a market that is due for and will have a substantial correction. ALTERNATIVE TRANSACTIONS We are also not in agreement that the only appropriate form of reorganization is a sale. We strongly believe that the Board must consider other alternatives which will likely result in a greater long-term value for the shareholders. These alternatives include, but are not limited to, a two-step sale of the Company or a possible combination with another operating entity that would add management, income and assets to the existing Company. In the present market environment, this may not be the time to sell and the right combination with another entity may provide a significant opportunity for capital appreciation for the stockholders in the continuing Company or surviving entity. We would also like the opportunity to discuss a possible transaction or combination with us, which would again potentially offer stockholders a greater value than an auction-format sale of the Company. We are ready to meet with the Board to discuss a number of alternative transactions for the company, and are willing to assist the Board in structuring a sale or combination, which provides the greatest stockholder value. We feel that given the Board's responsibilities under the law, it is in the Board's best interest for you to meet with us as soon as possible. We are available at your convenience. CONCLUSION While we agree that the Company and its Board should move expeditiously to seek some type of reorganization or disposition, we believe that it is premature for the Board to consider only an auction-format sale. It is in the best interest of the stockholders for the Board to consider our proposals for alternative transactions and to allow sufficient time for a more profitable transaction to be structured. We have sent this letter to you with the belief that you will act in good faith and will carry out your fiduciary duties to all of the stockholders. We, therefore, trust that the Board will recognize the benefits of considering other alternative transaction and will accept promptly our offer to discuss these alternatives and to provide assistance with structuring a transaction, which maximizes stockholder value. We further believe that a rejection of this offer would be a material fact which should be disclosed to the stockholders for their consideration in approving any sale or reorganization of the Company recommended by the Board. We want to move forward on a timely basis and therefore, we look forward to meeting with you at your convenience. Very truly yours, GRALEE CAPITAL CORP. G. Thomas Graves III President GTG:gc -----END PRIVACY-ENHANCED MESSAGE-----