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
