UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-1
(Amended and Restated)
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 1, 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 12 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 12 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 12 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 12 Pages
CUSIP No. 891041 10 5
Item 1(a) Security and Issuer Title:
Common stock, $0.15625 par value
Item 1(b) Security and Issuer Name:
Toreador Royalty Corporation
Item 1(c) Security and Issuer Address:
530 Preston Commons West
8117 Preston Road
Dallas, TX 75225
Item 2(a) Identity and Background Name:
Peter L. Falb
Edward Nathan Dane
Dane, Falb, Stone & Co., Inc.
Firethorn I Limited Partnership
Item 2(b) Business Address:
33 Broad Street
Boston, MA 02109
Item 2(c) Principal Occupation/Business Address:
Investment Management
Item 2(d) Criminal Background:
No
Item 2(e) Civil Background:
No
Item 2(f) Citizenship/Place of Organization:
Edward N. Dane - United States
Peter L. Falb - United States
Dane, Falb, Stone & Co., Inc. - Massachusetts
Firethorn I Limited Partnership - Massachusetts
Page 6 of 12 Pages
CUSIP No. 891041 10 5
Item 3 Source and Amount of Funds or Other
Consideration:
As to 187,000 shares, portfolio funds of
Firethorn I Limited Partnership.
As to 108,000 shares, personal funds of
Peter L. Falb.
As to 545,500 shares, portfolio funds of
investment advisees of Dane, Falb, Stone &
Co., Inc.
Item 4 Purpose of Transaction:
All the shares were purchased and are being
held for investment purposes. Ownership of the
shares is as follows:
(a) Investment advisory clients of Dane,
Falb, Stone & Co., Inc. ("DFS"), an investment
adviser registered under the Investment
Advisers Act of 1940, hold 542,500 shares. Of
those shares, DFS has sole voting and
dispositive power with respect to 541,700
shares and shared voting and dispositive power
with respect to 800 shares. Peter L. Falb and
Edward Nathan Dane are the principals and sole
stockholders of DFS and to the extent that DFS
has the power to vote and dispose of the
shares held by its investment advisory
clients, they share such power. The
acquisition of such 542,500 shares was made in
the ordinary course of business and not with
the purpose nor with the effect of changing or
influencing the control of the issuer nor in
connection with or as a participant in any
transaction having such purpose or effect.
The beneficial ownership by DFS of such shares
has properly been reported on Schedule 13G.
(b) Mr. Falb owns 111,000 shares directly or
indirectly through family members.
(c) Mr. Dane does not own any shares directly
or indirectly through family members or
otherwise.
(d) Firethorn I Limited Partnership
("Firethorn I") is a private investment
partnership which directly owns 187,000
shares. Mr. Falb and Mr. Dane are the
Page 7 of 12 Pages
CUSIP No. 891041 10 5
principals and sole stockholders of Eaglerock
Corporation, the general partner of
Firethorn II Limited Partnership, the limited
partnership which serves as the general
partner of Firethorn I. Mr. Dane and Mr. Falb
share sole voting and dispositive power over
such shares.
Although there is no written or oral agreement
between any of the reporting persons with
respect to the voting and/or disposition of
the shares reported on this schedule, it is
anticipated that all reporting persons, acting
through Mr. Dane and Mr. Falb, will vote all
shares in the same manner and may (or may not)
make dispositive decisions in the same manner.
The objective of each of the reporting persons
is to realize the maximum return from their
investment in the issuer. The reporting
persons may from time to time seek to
communicate with management, the Board and the
stockholders to express their views regarding
the proper management of the issuer's
business.
The reporting persons have recently become
increasingly dissatisfied with the Board of
Directors and management of the issuer. The
reporting persons expressed various concerns
regarding the issuer and its operations and
performance to an executive officer of the
issuer at an informal meeting initiated by the
issuer on March 29, 1995. Given the nature of
the issuer's business (it holds mineral rights
which enable it to collect royalties), the
reporting persons believe that the issuer's
overhead and administrative expenses are
grossly in excess of those necessary to
effectively operate the company. During the
discussion at the March 29, 1995 meeting, Mr.
Dane and Mr. Falb asked the executive officer
to consider a reduction in the size of the
Board to seven members and the election of
four new directors nominated by them. In
response to a question as to who they would
select or nominate as directors, Mr. Falb
responded "quality people with business
knowledge".
Having expressed these concerns, the reporting
persons were disappointed when, by April 24,
Page 8 of 12 Pages
CUSIP No. 891041 10 5
1995, management had not responded to their
expressed concerns. Accordingly, on April 24,
1995 reporting person Mr. Falb made a formal
written demand on the issuer to be allowed, in
accordance with Delaware law, to inspect the
issuer's books and records, including without
limitation minutes of meetings of the board of
directors of the issuer and all committees
thereof and all material agreements, contracts
and purchase orders, and to make copies
thereof or extracts therefrom. There followed
some correspondence and discussion between
counsel for the issuer (" Company Counsel")
and counsel for reporting persons Mr. Falb and
DFS ("Reporting Persons' Counsel"), in which
(1) Company Counsel was reminded (a) of such
reporting persons' concerns expressed at the
March 29, 1995 meeting over the lack of
progress of the issuer and the depressed price
of its stock, (b) of Mr. Falb's and Mr. Dane's
suggestion made at that meeting that
management adopt a course of action that would
address the excessive overhead and
administrative expenses being incurred by the
issuer and (c) that they had not had any
indication from management as to whether it
was implementing or planned to implement a
course of action responsive to the concerns
they had expressed at the March 29, 1995
meeting; (2) on May 1, 1995 Company Counsel
advised Reporting Persons' Counsel in writing
that, among other things, in effect,
management had no plans to adopt a course of
action designed to address the concerns
expressed by reporting persons Mr. Falb and
DFS, but rather intended to continue current
strategies; and (3) on May 3, 1995 informed
Reporting Persons' Counsel that the issuer had
decided to grant DFS access to the books and
records in accordance with the demand
contained in the April 24, 1995 demand letter
referred to above.
In addition, the reporting persons have
received the issuer's proxy solicitation
materials with respect to the annual meeting
of the issuer's stockholders to be held on
May 18, 1995. Such materials reflect
additional measures taken by management and
the issuer's Board which the reporting persons
believe can only be understood as further
efforts to entrench management and the Board
Page 9 of 12 Pages
CUSIP No. 891041 10 5
at the expense of the stockholders. On May 3,
1995 Mr. Falb issued a formal written demand
to the issuer dated May 1, 1995, that he be
furnished with a complete list of stockholders
entitled to vote at the May 18, 1995 meeting
of stockholders of the issuer. The reporting
persons have not yet determined what, if any,
actions they intend to take with respect to
the annual meeting or otherwise. The
reporting persons intend to examine the books
and records and to continue their
communication with management either directly
or through counsel. The outcome of the
examination of the books and records and the
willingness of management to take action
responsive to their expressed concerns will
influence the further steps that the reporting
persons will take. The reporting persons wish
in any event to be in a position where they
can communicate with other stockholders of the
issuer with respect to matters relevant to all
stockholders.
In addition (and in view of the above events),
DFS signed a letter agreement with Georgeson &
Company Inc. ("Georgeson") for its
consultation and analysis with respect to the
investment in the issuer and pursuant to which
Georgeson has undertaken to assist DFS in
analyzing the shareholder base of the issuer
and in helping to draft communications with
shareholders. Subject to applicable
securities laws, Mr. Falb intends to
communicate with shareholders with the purpose
of sharing his concerns with them and inviting
them, if they do have similar concerns, to
take appropriate action to protect their
investment.
The reporting persons intend to review
continually the issuer's business, affairs and
financial condition, as well as conditions in
the securities markets and general economic
and industry conditions. Based on an
evaluation of these and other similar
considerations, the reporting persons will
continue to consider various alternative
courses of action and they will take such
actions with respect to the issuer as they
deem appropriate in light of the circumstances
existing from time to time. The reporting
persons have not determined what course of
Page 10 of 12 Pages
CUSIP No. 891041 10 5
further action they will take. Such actions
may include, but are not limited to: (a) the
acquisition of additional shares of Common
Stock or other securities of the issuer; (b)
otherwise seeking to influence the management
and policies of the issuer to enhance the
value of the shares; (c) taking action to
achieve majority representation on the
issuer's Board; (d) selling or otherwise
disposing of some or all of the shares held by
them; or (e) seeking to cause the issuer to
withdraw the recently adopted stockholder
purchase rights plan. At the present time,
other than as described, the reporting persons
have no specific plans or proposals that
relate to or would result in any of the
actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D. The reporting
persons reserve the right to take such action
as they determine advisable in order to
protect their investment. Such action may
include, without limitation, seeking
appropriate changes in management and Board
representation.
Page 11 of 12 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 4, 1995 Peter L. Falb
May 4, 1995 Edward Nathan Dane
DANE, FALB, STONE & CO., INC.
May 4, 1995 By: Peter L. Falb, Treasurer
May 4, 1995 By: Edward Nathan Dane, President
May 4, 1995 By: FIRETHORN II LIMITED PARTNERSHIP,
its general partner
May 4, 1995 By: EAGLEROCK CORPORATION, its
general partner
May 4, 1995 By: Peter L. Falb, Treasurer
May 4, 1995 By: Edward Nathan Dane, President
Page 12 of 12 Pages
