<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for use of the
Commission Only (as Permitted
[_] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Toreador Royalty Corporation
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Dane, Edward Nathan, et. al.
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[X] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
PRELIMINARY PROXY STATEMENT FOR INFORMATIONAL PURPOSES ONLY. NO FORM OF PROXY IS
ENCLOSED. A PROXY WILL BE FORWARDED SHORTLY WITH THE DEFINITIVE COPY OF THIS
STATEMENT.
----------------------------------------
THE COMMITTEE
TO MAXIMIZE SHAREHOLDER VALUE
AT TOREADOR ROYALTY CORPORATION
33 Broad Street
Boston, Massachusetts 02109-4208
(617) 742-0666
----------------------------------------
SOLICITATION OF PROXIES IN OPPOSITION
TO MANAGEMENT
----------------------------------------
Annual Meeting of the Stockholders
May 18, 1995
TOREADOR ROYALTY CORPORATION
36th Floor Conference Room
Thompson & Knight, P.C.
1700 Pacific Avenue
Dallas, Texas
----------------------------------------
Copies of this proxy statement and form of proxy
are being mailed on or about May , 1995
to all stockholders of record as of April 7, 1995
<PAGE>
May , 1995
Dear Fellow Toreador Stockholders:
The Committee to Maximize Shareholder Value (the "Committee")
believes that the time has come to seek to maximize shareholder
value at Toreador Royalty Corporation (the "Company") through new
management and policies. To accomplish this goal, the Committee
needs your support and your votes at the Annual Meeting of
Stockholders of the Company currently scheduled to be held on
Thursday, May 18, 1995, at 10:00 a.m. Central time, Dallas, Texas,
in the 36th floor conference center of Thompson & Knight, P.C., at
1700 Pacific Avenue, Dallas, Texas, or any adjournment thereof (the
"Meeting").
Unless otherwise indicated, the persons named in the
accompanying BLUE proxy will vote properly executed and duly
returned proxies for the following purposes:
1. FOR the election of the Committee's five nominees for
director.
2. AGAINST management's proposal to approve the Company's
1994 Non-Employee Director Stock Option Plan.
3. To consider and act upon such other business as may be
properly presented to the Meeting or any adjournment
thereof.
The Committee is not presently aware of any other proposals to
be brought before the Meeting. However, should other proposals be
brought before the Meeting, which are not known by the Committee a
reasonable time before the Meeting, the persons named in the BLUE
Proxy shall have discretionary authority to vote in accordance with
what they consider to be the best interests of the Company's
stockholders.
If, after reading this Proxy Statement and the accompanying
letter, you want to join us in seeking to maximize shareholder value
at the Company:
SIGN the enclosed BLUE Proxy Card.
DATE the enclosed BLUE Proxy Card.
RETURN the enclosed BLUE Proxy Card in the postage prepaid
envelope.
<PAGE>
YOUR VOTE IS IMPORTANT TO US NO MATTER HOW MANY OR HOW FEW
SHARES YOU OWN. PLEASE MARK THE BLUE PROXY CARD, SIGN, DATE AND
RETURN IT PROMPTLY IN THE ENCLOSED, SELF-ADDRESSED, STAMPED
ENVELOPE. BLUE PROXY CARDS WHICH ARE SIGNED, BUT UNMARKED, WILL BE
COUNTED AS VOTES IN FAVOR OF THE COMMITTEE'S NOMINEES FOR DIRECTOR
AND AGAINST APPROVAL OF THE COMPANY'S 1994 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN.
Even if you have already voted for Management's nominees and
the Company's 1994 Non-Employee Director Stock Option Plan, you can
change your vote by signing, dating and returning the enclosed BLUE
Proxy Card. Any proxy may be revoked by any of a later dated proxy,
notice in writing to the Secretary of the Company at its principal
office, or a vote in person at the Meeting. The only proxy that
counts is the latest, dated one. If your shares of the Company's
stock are held in the name of your broker, bank, or their nominee,
you will need to contact your broker or bank to give instructions as
to the voting of your stock.
As more fully described elsewhere in the Proxy Statement, the
Committee and its nominees are not members of the Company's current
management.
If you have any questions or require any assistance in
executing your BLUE Proxy Card, please call our Proxy Solicitors
toll free for immediate assistance:
Georgeson & Company, Inc.
1-800-223-2064
WHY THE COMMITTEE IS SOLICITING
PROXIES AND HOW IT PLANS TO
MAXIMIZE SHAREHOLDER VALUE
AT THE COMPANY
Peter L. Falb and Edward Nathan Dane, who as of May 4, 1995
beneficially owned in the aggregate 840,500 shares or approximately
15.7% of the outstanding shares of the Company, recently decided to
form the Committee and make this proxy solicitation after they came
to believe, as described below, that current management's policies
were not directed towards maximizing shareholder value.
Members of the Committee have recently become increasingly
dissatisfied with the Board of Directors and management of the
Company. The Committee's primary concerns regarding the Company are:
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<PAGE>
- Inadequate returns on stockholder equity
- Inefficient management
All of the above have resulted in a lagging market price for
your Stock. These concerns are addressed in detail in this Proxy
Statement.
These concerns were expressed to the President of the Company
at a meeting on March 29, 1995. Given the nature of the Company's
business (it holds mineral rights which enable it to collect
royalties), the Committee believes that the Company's overhead and
administrative expenses are grossly in excess of those necessary to
operate the Company effectively. Furthermore, the Committee
believes that management compensation should be tied to increasing
shareholder value and that one method of enhancing shareholder value
is for the Company to engage in a stock repurchase program. As a
result, during the March 29, 1995 meeting, members of the Committee
asked the President to consider the election of five new directors
nominated by them and other measures discussed above. Having
expressed these concerns, the Committee was disappointed when, by
April 24, 1995, management had not responded to their expressed
concerns either directly or indirectly, but rather had sought to
further entrench itself by adopting on April 3, 1995 a stockholder
rights plan, generally known as a "poison pill". The Committee
believes that a poison pill often can be injurious to the interests
of stockholders as it can have a negative effect on the price of the
Company's stock and result in entrenched management by discouraging
a merger or acquisition.
On April 24, 1995, a member of the Committee made formal
written demand on the Company to be allowed, in accordance with
Delaware law, to inspect the Company's books and records, including
without limitation minutes of meetings of the Board of Directors of
the Company and all committees thereof and all material agreements,
contracts and purchase orders, and to make copies of or extracts
therefrom, to facilitate the investigation of potential excessive
and/or inappropriate expenditures. At the same time, such member,
by letter from counsel, reminded the Company (1) of the concerns
expressed at the March 29, 1995 meeting over the lack of progress of
the Company and the depressed price of its stock, (2) of the
suggestion made at that meeting that management adopt a course of
action that would address the Company's excessive overhead and
administrative expenses and (3) that the Committee 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
expressed at the March 29, 1995 meeting.
-3-
<PAGE>
On May 1, 1995, counsel to the Company advised in writing
that, among other things, (1) the Company would not comply with the
April 24, 1995 demand, and (2) in effect, management had no plans to
adopt a course of action designed to address the concerns expressed,
but rather intended to continue current strategies. On May 4, 1995,
counsel to the Company advised in writing that, after further
consideration, the Company would comply with the April 24, 1995
demand to inspect the Company's books and records to avoid the
expense of any dispute.
The Committee believes that management of the Company is
unable to devise effective strategies to increase shareholder
value. For the five year period ended March 31, 1995, the
performance of the Company's stock has lagged the performance of
such benchmarks as the Standard & Poor 500 and AMEX Oil Indices,
declining while such indices have increased, and its market price
has declined by approximately 25% since the announcement of the
Company's private placement on May 23, 1995. In addition, the
Company's earnings have declined from $333,652 ($.07 per share) in
1993 to $125,584 ($.02 per share) in 1994. Nevertheless, despite
the Company's poor performance, the Board has continued to retain,
support and reward the same management team. Management's Proxy
Statement records that in 1994, the Board awarded the President an
additional option to acquire 50,000 shares of the Company's common
stock and adopted a non-employee director stock option plan
(discussed below). Furthermore, according to Management's Proxy
Statement, the Company has entered into an employment contract with
the President, providing for a significant lump sum amount to be
paid to such officer on termination of employment following any
change in control of the Company (often referred to as a "golden
parachute"). "Change in control" for purposes of this contract
includes any person or group becoming the beneficial owner of 15% or
more of the Company's common stock in a transaction not approved in
advance by the Company's Board. Management's Proxy Statement states
that the Company believes that such a change in control occurred
upon the filing by members of the Committee of a Schedule 13D with
the Securities and Exchange Commission reporting beneficial
ownership of 15.69% of the Company's stock. Moreover, the
employment contract with the President was recently amended to
provide for a similar "golden parachute" if during any consecutive
24-month period individuals who at the beginning of such 24-month
period were directors of the Company for whom the President had
voted, ceased for any reason to constitute at least a majority of
the Board. In the event that the Committee's Nominees are elected
Directors of the Company, such event may trigger the golden
parachute provisions of the President's employment agreement as well
as cause the acceleration of vesting of existing Director and
management stock options. The Committee does not understand the
rationale for entrenching management positions and providing
additional rewards to management during a time of poor performance
-4-
<PAGE>
by the Company and does not believe that such measures should deter
shareholder democracy.
The Committee believes that the Company'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 Company. In particular,
the Committee and its nominees for director believe that: (1) the
Company'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
Company should adopt an appropriate share repurchase program while
also continuing to invest in its business; (4) the Company's "poison
pill" and other director and management entrenching devices should
be rescinded; and (5) all members of the Company's Board should have
a significant cash investment in the Company's common stock (as
opposed to holding principally stock options as is the case with
certain current Directors of the Company).
For these reasons, the Committee has resolved to make this
solicitation, in an effort to ensure that Stockholders have the
choice of electing new, independent directors to the Board who are
committed to maximizing shareholder value. Reference is made to
Appendix A for further information about the members of the
Committee.
We believe that corporate democracy depends on the voice of
the stockholders, as reflected in your vote. We urge you to take an
active part in choosing the Directors of your Company.
ELECTION OF DIRECTORS
According to the Management Proxy Statement, the term of
office of each director expires annually and the number of directors
is currently fixed at seven.
The Committee will nominate a slate of five directors at the
Meeting. The Committee has assembled nominees for director whom it
believes are highly qualified and have the talent, vision and
experience necessary to maximize shareholder value while overseeing
the Company's business.
The persons named in the BLUE Proxy or their substitutes will
vote the shares represented by such proxy at the Meeting or any
adjournment of the Meeting for the election of the Committee's
nominees listed below (the "Committee's Nominees") as directors
unless you withhold authority to so vote with respect to all or any
of the nominees by marking the appropriate space on the BLUE Proxy.
Although shareholders will be voting to elect seven directors at the
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<PAGE>
Annual Meeting, the Committee is only soliciting five nominees.
Therefore, by executing the BLUE proxy card distributed herewith and
not revoting such proxy, a stockholder will be deemed to have voted
for or against only five nominees as directors and to not have voted
for any other person as director.
Each of the Committee's Nominees has agreed to serve as a
director, if elected. If any of the Committee's Nominees should
become unavailable for election (which contingency is not now
expected), the shares represented by the BLUE Proxy will be voted
for such substitute nominee(s) as the Committee may name.
If elected as directors of the Company, each of the
Committee's Nominees will devote such portion of his time as he
deems appropriate to serve as a director of the Company. It is
anticipated that the Committee's Nominees will initially hold
monthly Board meetings with additional meetings to be held as
needed. If elected, the Committee's Nominees intend to review
compensation plans of employees and may, if appropriate, determine
to adopt new compensation plans in which employees may participate.
Except as set forth in this Proxy Statement, as of the date
hereof, none of the Committee's Members and Nominees, nor any of
their respective affiliates have or intend to have any arrangement
or understanding with any person with respect to any future
employment by the Company or with respect to any future transaction
to which the Company or any of its affiliates will or may be a
party. If elected, the Committee's Nominees presently intend to
conduct an in-depth review of management and, where appropriate, to
retain the services of key executive and operating personnel. None
of the Committee's Nominees have had any business relationships with
the Company during its last fiscal year nor are any of the
Committee's Nominees employed by the Company or any of its
subsidiaries or affiliates. The Committee's Nominees, if they are
elected as directors of the Company, have agreed to serve as
directors without compensation.
-------
Because the Committee is soliciting proxies for only five
nominees, if the Committee's nominees are elected, it is possible
that nominees may not be elected to fill the other two
directorships, or if elected, may choose not to serve. The
Committee has not sought, nor has it received any indication from
the Board of Directors, or its nominees, as to whether any of them
would serve under these circumstances. In the event that an elected
nominee or any existing director refuses to serve or a full
complement of directors is not elected, the Board of Directors as
then constituted may have several options, including: (1) voting to
amend the bylaws to reduce the number of directors; (2) filling the
vacancy, or vacancies, by appointment; (3) leaving the seat or seats
vacant until appropriate appointees could be found; or (4) holding a
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<PAGE>
special meeting to elect new directors to fill the vacancy or
vacancies. Further, if the nominees of the Board of Directors, and
existing members of the Board, agree to serve along with Committee
nominees who are elected, it is possible that groups with opposing
viewpoints could develop among the members of the Board of Directors.
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 Company with the least possible disruption
to the Company's business and employees. There can be no assurance,
however, that all key personnel will remain in the employ of the
Company even if requested to do so. None of the Committee has any
current intention of making a proposal with respect to any merger or
similar transaction involving the Company.
THE COMMITTEE'S NOMINEES
The following table sets forth certain information concerning
the Committee's Nominees:
<TABLE>
<CAPTION>
Principal Occupations &
Name Age Directorships
---- --- -----------------------
<S> <C> <C>
Peter L. Falb 58 Mr. Falb received the A.B. from
Harvard College (summa cum laude)
1956, and M.A. 1957 and Ph.D. 1961
degrees from Harvard as well. He
is a member of Phi Beta Kappa,
Sigma Xi, the American Mathematical
Society, the Society for Industrial
and Applied Mathematics and the
Operations Research Society of
America. He is the developer of a
proprietary model for convertible
securities evaluation and hedging.
He has been Chairman and Treasurer
of Barberry Corporation, a
registered investment adviser
specializing in convertible
securities. In 1969 he was
appointed Professor of Applied
Mathematics at Brown University.
He is the author of four books and
numerous technical papers on
optimization, control and
mathematical modelling. In
addition, he has served as Visiting
Professor at Institution for
Reglerteknik, Tekniska Hogskolan i
</TABLE>
-7-
<PAGE>
<TABLE>
<S> <C> <C>
Lund, Sweden. Since 1977 he has
been a principal of Dane, Falb,
Stone & Co., Inc., a Boston based
registered investment adviser. He
also serves as business adviser to
various early stage companies.
Edward Nathan Dane 59 Mr. Dane graduated from Harvard
College A.B. 1959 and the Graduate
School of Banking in 1970. He was
a Trust Officer with the Bank of
Boston and The Boston Safe Deposit
& Trust Co. during 1961-1977. He
is active in the Boston community
and has served on the boards of The
Massachusetts Horticultural
Society, the Essex County Greenbelt
and is President of the board of
The New England Wildflower
Society. Since 1977 he has been a
principal of Dane, Falb, Stone &
Co., Inc., a Boston based
registered investment adviser.
Theodore Johnson 63 Mr. Johnson is a graduate of the
California Institute of Technology
and the Harvard Business School.
He is Chairman of the board of
directors and a founder of
ProductView Interactive, which is
involved in the production of
on-line interactive computer
advertising. Mr. Johnson was vice
president of worldwide sales and
marketing for Digital Equipment
Corp. from 1965 until 1980 and vice
president of corporate marketing
from 1980-82. He was responsible
for building and managing what was
then the world's largest
non-commissioned direct sales
force. Since 1982, He has been an
investor in, director of and mentor
to many Boston based companies and
continues to serve on the board of
several private and public
companies, including Kronos, Inc.,
Applied Science & Technology, and
Candela Laser.
</TABLE>
-8-
<PAGE>
<TABLE>
<S> <C> <C>
Paul R. Farago 38 Mr. Farago is an investor and
volunteer marketing/communications
consultant. Until 1990, he
presided over the expansion of
NEPTCO Incorporated, an
international manufacturer of wire
and cable materials. Since 1988,
he has been President of
Constructive Management Foundation,
an educational grant-making
institution. He served as a
Director of the National
Association of Manufacturers
1988-89. Since 1992 he has served
as a Director of U.S. Term Limits
and its Foundation. He is a 1978
graduate of Yale and resides in
Portland, Oregon.
Edward J. Stewart III 49 Mr. Stewart has been a General
Partner of Kestrel Venture
Management and its predecessor,
Corning Venture Management, and a
series of affiliated venture
capital partnerships since
September 1983. He is a director
of MicroTouch Systems, Inc., a
supplier of computer touch
screen-based systems used in point
of sale, factory floor and
multi-media applications, and nine
privately held companies. He
received an M.B.A. from the Harvard
Graduate School of Business
Administration in 1970 and a B.S.
from Yale University in 1968.
</TABLE>
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
According to the Management Proxy Statement, the Board has
approved and proposed that the stockholders approve the Company's
1994 Non-Employee Director Stock Option Plan. As discussed above,
the Committee believes that the Board and management should not be
rewarded with additional compensation in light of the Company's
performance and that, in addition, all members of the Board should
have a significant cash investment in the Company's stock to more
closely align the Board with shareholder interests (as opposed to
holding principally stock options as is the case with certain
current Directors of the Company). Accordingly, the Committee urges
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<PAGE>
each stockholder to vote AGAINST approval of the 1994 Non-Employee
Director Stock Option Plan on the enclosed BLUE Proxy Card.
PRINCIPAL STOCKHOLDERS
The following table shows the number of shares of the Common
Stock of the Company owned beneficially by each member of the
Committee and associates and the total shares owned by the Committee
and associates, and also shows the percentage of the outstanding
shares of Common Stock owned by each member of the Committee and
associates and by the Committee and associates as a whole. As
indicated below, the members of the Committee and associates
beneficially own in the aggregate approximately 15.7% of the
outstanding shares of the Common Stock of the Company. The
Committee's nominees for director who are not members of the
Committee do not own any shares of the Common Stock of the Company
as of the date hereof.
<TABLE>
<CAPTION>
Common
Shares Owned Percent of
Name and Address Beneficially Common Shares
of Beneficial Owner As of 5/4/95 Outstanding
------------------- ------------ -------------
<S> <C> <C>
Peter L. Falb 840,500/1/ 15.7%
33 Broad Street
Boston, MA 02109
Edward Nathan Dane 729,500/1/ 13.6%
33 Broad Street
Boston, MA 02109
Firethorn I Limited 187,500/1/ 3.5%
Partnership
33 Broad Street
Boston, MA 02109
Dane, Falb, Stone 542,500/1/ 10.1%
& Co., Inc.
33 Broad Street
Boston, MA 02109
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
Total beneficially
owned by Committee
Members 840,500/1/ 15.7%
</TABLE>
----------------------------------------------------------------
/1/Ownership of the shares is as follows: (a) Investment
advisory clients of Dane, Falb, Stone & Co., Inc. ("DFS"), an
investment advisor registered under the Investment Advisors
Act of 1940, hold 542,500 shares. Of those shares, DFS has
sole voting and dispositive power in 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;
(b) Mr. Falb directly owns 83,500 shares solely and 27,500
shares jointly with Karen Falb, his wife; (c) Mr. Dane does
not own any shares directly or indirectly through family
members or otherwise; and (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
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.
None of the Committee members own any shares of the Company
solely of record but not beneficially. Appendix A hereto lists all
purchases and sales of securities of the Company made within the
past two years by members of the Committee.
For information regarding beneficial ownership of the
Company's voting securities by members of Management of the Company
and by certain other persons, reference is hereby made to the
Management Proxy Statement.
SOLICITATION OF PROXIES
The Committee expects to solicit proxies by mail, telephone,
telegram and personal interview. The Committee will also request
brokers, custodians, and other nominees to forward solicitation
materials to the beneficial owners of the voting securities of the
Company, and they will be reimbursed for their reasonable
out-of-pocket expenses. In addition, Georgeson & Company, Inc. New
York, New York has been retained to aid in the solicitation of BLUE
Proxies, for which it will be paid a fee not to exceed $25,000. In
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<PAGE>
addition, the Committee has agreed to indemnify and hold Georgeson &
Company, Inc. harmless against certain liabilities in connection
with its solicitation efforts. Approximately twenty (20) employees
will be utilized by Georgeson & Company, Inc. in its solicitation
efforts.
All of the expenses of this solicitation will be borne by the
Committee. It is estimated that the total costs incurred to date in
connection with this solicitation have been approximately $15,000
and that it is estimated that a total of approximately $100,000
(including legal fees) will be expended in connection therewith.
Although it is the Committee's belief that its efforts and this
solicitation will enhance the value of all shareholders' investments
in the Company, it will not seek reimbursement from the Company of
the costs of this solicitation in the event one or more of its
Nominees are elected.
OTHER MATTERS
Reference is made to the Management Proxy Statement for
information concerning the number of shares and classes outstanding
of the Company's stock, beneficial ownership of the stock by, and
other information concerning the Company's Board and management, the
principal holders of the stock, and the procedure for submitting
stockholder proposals for consideration at the 1996 annual meeting.
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<PAGE>
APPENDIX A
INFORMATION ABOUT THE COMMITTEE
All securities of the Company set forth in this Appendix are
owned beneficially by Peter L. Falb and Edward N. Dane. No funds
were borrowed to acquire such shares, except that some shares
beneficially owned by Peter L. Falb alone were purchased through a
customary margin account. No member of the Committee is or has
been within the past year a party to any contracts, arrangements
or understandings with any person with respect to any securities
of the Company including, but not limited to joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or
guaranties of profit, division of losses or profits or the giving
or withholding of proxies.
Names and Business Addresses
Peter Lawrence Falb Edward Nathan Dane
Principal Principal
Dane, Falb, Stone & Co., Inc. Dane, Falb, Stone $ Co., Inc.
33 Broad Street 33 Broad Street
Boston, MA 02109 Boston, MA 02109
Purchases and Sales of Shares of Company Common Stock,
$.15625 par value, Beneficially Owned by Peter L. Falb
and Edward Nathan Dane
<TABLE>
<CAPTION>
Date Transaction Number of Shares
- ---- ----------- ----------------
<S> <C> <C>
01/27/93 Sale 1,500
03/04/93 Purchase 500
03/04/93 Purchase 1,000
03/04/93 Purchase 2,000
03/04/93 Purchase 500
03/05/93 Purchase 3,000
03/10/93 Purchase 1,000
03/16/93 Sale 2,000
03/16/93 Purchase 500
03/17/93 Purchase 2,500
03/23/93 Purchase 2,500
03/26/93 Purchase 1,000
03/30/93 Purchase 4,000
04/12/93 Purchase 1,000
04/20/93 Purchase 500
04/21/93 Purchase 1,000
04/21/93 Purchase 1,000
04/21/93 Purchase 1,000
05/24/93 Purchase 1,000
05/28/93 Purchase 300
05/28/93 Purchase 300
05/28/93 Purchase 1,000
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
06/09/93 Purchase 1,000
06/14/93 Purchase 500
06/14/93 Purchase 500
06/29/93 Purchase 500
06/30/93 Purchase 200
06/30/93 Purchase 500
06/30/93 Purchase 500
06/30/93 Purchase 1,000
06/30/93 Purchase 1,000
06/30/93 Purchase 2,000
06/30/93 Purchase 1,000
06/30/93 Purchase 1,000
06/30/93 Purchase 500
07/19/93 Purchase 500
07/19/93 Purchase 300
08/12/93 Purchase 800
08/12/93 Purchase 500
08/12/93 Purchase 2,000
08/12/93 Purchase 2,000
08/12/93 Purchase 1,000
08/12/93 Purchase 2,000
08/12/93 Purchase 1,000
08/12/93 Purchase 500
08/12/93 Purchase 500
08/12/93 Purchase 500
08/12/93 Purchase 500
08/25/93 Purchase 5,000
09/08/93 Purchase 2,000
09/09/93 Sale 2,000
09/28/93 Purchase 5,000
09/30/93 Purchase 1,000
09/30/93 Purchase 1,000
09/30/93 Purchase 3,000
09/30/93 Purchase 500
09/30/93 Purchase 500
10/15/93 Purchase 500
10/18/93 Purchase 2,000
11/03/93 Purchase 500
11/05/93 Purchase 1,000
11/05/93 Purchase 1,000
11/08/93 Purchase 500
11/09/93 Purchase 500
11/10/93 Purchase 500
11/19/93 Purchase 500
11/26/93 Purchase 500
11/29/93 Purchase 3,000
12/07/93 Purchase 1,000
12/07/93 Purchase 500
12/07/93 Purchase 500
12/07/93 Purchase 3,000
12/07/93 Purchase 1,000
12/07/93 Purchase 1,000
</TABLE>
-2-
<PAGE>
<TABLE>
<S> <C> <C>
12/07/93 Purchase 1,000
12/09/93 Purchase 1,000
12/09/93 Purchase 500
12/09/93 Purchase 500
12/09/93 Purchase 500
12/09/93 Purchase 500
12/13/93 Purchase 500
12/16/93 Purchase 1,000
12/20/93 Purchase 1,000
12/22/93 Purchase 5,000
12/30/93 Purchase 3,000
12/30/93 Purchase 1,000
12/31/93 Purchase 1,000
12/31/93 Purchase 2,000
12/31/93 Purchase 1,000
12/31/93 Purchase 2,000
12/31/93 Purchase 5,000
01/06/94 Purchase 2,000
01/11/94 Purchase 1,000
01/11/94 Purchase 1,000
01/11/94 Purchase 2,000
01/26/94 Purchase 2,000
02/07/94 Purchase 1,000
02/07/94 Purchase 200
02/07/94 Purchase 200
02/07/94 Purchase 200
02/07/94 Purchase 200
02/07/94 Purchase 500
02/07/94 Purchase 1,000
03/08/94 Purchase 1,000
03/15/94 Purchase 1,000
03/16/94 Purchase 1,000
03/22/94 Purchase 1,000
03/23/94 Purchase 5,000
03/25/94 Purchase 1,000
03/28/94 Purchase 3,000
03/28/94 Purchase 1,000
03/28/94 Purchase 2,000
03/28/94 Purchase 1,000
03/28/94 Purchase 1,000
03/28/94 Purchase 1,000
03/28/94 Purchase 1,000
03/28/94 Purchase 1,000
03/28/94 Purchase 2,000
03/29/94 Purchase 500
03/29/94 Purchase 500
03/29/94 Purchase 1,000
03/29/94 Purchase 1,000
03/29/94 Purchase 500
03/29/94 Purchase 500
03/29/94 Purchase 500
03/29/94 Purchase 1,000
</TABLE>
-3-
<PAGE>
<TABLE>
<S> <C> <C>
03/29/94 Purchase 500
03/31/94 Purchase 3,000
03/31/94 Purchase 3,000
04/26/94 Purchase 500
04/28/94 Purchase 1,000
04/29/94 Purchase 1,000
04/29/94 Purchase 500
04/29/94 Purchase 500
05/10/94 Purchase 500
05/10/94 Purchase 1,000
05/10/94 Purchase 500
05/12/94 Purchase 500
05/17/94 Purchase 300
05/17/94 Purchase 1,000
05/17/94 Purchase 1,000
05/19/94 Purchase 500
05/24/94 Purchase 5,000
06/06/94 Purchase 1,000
06/06/94 Purchase 1,000
06/06/94 Purchase 300
06/06/94 Purchase 300
06/06/94 Purchase 300
06/06/94 Purchase 300
06/06/94 Purchase 1,000
06/13/94 Purchase 1,000
07/07/94 Purchase 500
07/07/94 Purchase 500
07/07/94 Purchase 1,000
07/07/94 Purchase 1,000
07/07/94 Purchase 500
07/20/94 Purchase 4,000
08/18/94 Purchase 1,000
09/08/94 Purchase 500
09/08/94 Purchase 1,000
09/08/94 Purchase 500
09/09/94 Purchase 1,000
09/10/94 Purchase 500
09/12/94 Purchase 1,000
09/12/94 Purchase 1,000
09/12/94 Purchase 500
09/12/94 Purchase 500
09/12/94 Purchase 500
09/12/94 Purchase 500
09/12/94 Purchase 1,000
09/13/94 Purchase 500
10/06/94 Purchase 1,000
10/13/94 Purchase 1,000
10/13/94 Purchase 500
10/26/94 Purchase 500
10/28/94 Purchase 1,000
10/28/94 Purchase 500
10/28/94 Purchase 1,000
</TABLE>
-4-
<PAGE>
<TABLE>
<S> <C> <C>
11/21/94 Purchase 2,000
12/06/94 Purchase 1,000
12/08/94 Purchase 1,000
12/08/94 Purchase 1,000
12/08/94 Purchase 1,000
12/09/94 Purchase 1,000
12/12/94 Purchase 1,000
12/12/94 Purchase 1,000
12/12/94 Purchase 500
01/09/95 Purchase 200
01/17/95 Purchase 1,000
01/17/95 Purchase 1,000
01/17/95 Purchase 500
02/10/95 Purchase 500
02/13/95 Purchase 500
03/06/95 Purchase 500
03/10/95 Purchase 500
03/10/95 Purchase 500
03/10/95 Purchase 5,000
03/10/95 Purchase 4,000
03/17/95 Purchase 1,000
03/21/95 Purchase 500
03/24/95 Purchase 1,000
03/31/95 Purchase 3,000
03/31/93 Purchase 3,000
05/27/93 Purchase 2,000
09/27/93 Purchase 1,000
09/29/93 Purchase 1,000
09/30/93 Purchase 2,000
11/10/93 Purchase 2,000
11/29/93 Purchase 2,000
12/06/93 Purchase 1,000
12/20/93 Purchase 1,000
12/22/93 Purchase 1,000
12/22/93 Purchase 1,000
12/28/93 Purchase 1,000
12/31/93 Purchase 5,000
01/17/94 Purchase 1,000
02/09/94 Purchase 2,000
03/02/94 Purchase 1,000
03/21/94 Purchase 1,000
03/25/94 Purchase 2,000
03/28/94 Purchase 1,000
03/29/94 Purchase 2,000
03/31/94 Purchase 3,000
04/13/94 Purchase 2,000
04/25/94 Purchase 2,000
05/03/94 Purchase 3,000
05/13/94 Purchase 3,000
05/18/94 Purchase 2,000
05/19/94 Purchase 1,000
05/23/94 Purchase 1,000
</TABLE>
-5-
<PAGE>
<TABLE>
<S> <C> <C>
06/30/94 Purchase 5,000
09/29/94 Purchase 2,000
11/21/94 Purchase 1,000
12/07/94 Purchase 5,000
12/13/94 Purchase 3,000
12/14/94 Purchase 5,000
12/30/94 Purchase 2,000
12/30/94 Purchase 3,000
12/30/94 Purchase 2,000
02/02/95 Purchase 2,000
02/07/95 Purchase 1,000
02/15/95 Purchase 1,000
02/27/95 Purchase 1,000
03/01/95 Purchase 1,000
03/03/95 Purchase 1,000
03/10/95 Purchase 3,000
</TABLE>
Purchases and sales of Shares of Company Common Stock,
$.15625 par value, Beneficially Owned by Peter L. Falb
<TABLE>
<CAPTION>
Date Transaction Number of Shares
- ---- ----------- ----------------
<S> <C> <C>
03/10/93 Purchase 1,000
03/10/93 Purchase 500
03/11/03 Purchase 1,000
04/06/93 Purchase 500
04/20/93 Purchase 500
04/26/93 Purchase 500
05/17/93 Purchase 500
05/18/93 Purchase 500
05/28/93 Purchase 1,000
06/24/93 Purchase 500
06/29/93 Purchase 500
07/12/93 Purchase 500
09/15/93 Purchase 2,000
09/15/93 Purchase 500
09/16/93 Purchase 500
09/28/93 Purchase 500
09/30/93 Purchase 1,000
11/09/93 Purchase 500
11/10/93 Purchase 500
11/23/93 Purchase 500
11/29/93 Purchase 500
11/29/93 Purchase 500
11/29/93 Purchase 500
12/03/93 Purchase 500
12/06/93 Purchase 500
12/10/93 Purchase 300
12/14/93 Purchase 300
12/14/93 Purchase 200
</TABLE>
-6-
<PAGE>
<TABLE>
<S> <C> <C>
12/17/93 Purchase 300
12/17/93 Purchase 200
12/20/93 Purchase 200
12/20/93 Purchase 100
12/21/93 Purchase 300
12/22/93 Purchase 500
12/22/93 Purchase 300
12/22/93 Purchase 100
12/31/93 Purchase 200
12/31/93 Purchase 100
12/31/93 Purchase 100
01/05/94 Purchase 200
01/27/94 Purchase 300
01/28/94 Purchase 400
02/04/94 Purchase 300
02/09/94 Purchase 300
02/09/94 Purchase 100
02/28/94 Purchase 300
03/09/94 Purchase 400
03/10/94 Purchase 100
03/10/94 Purchase 100
03/10/94 Purchase 300
03/17/94 Purchase 300
03/23/94 Purchase 300
03/23/94 Purchase 100
03/30/94 Purchase 300
03/30/94 Purchase 100
04/25/94 Purchase 300
04/26/94 Purchase 300
05/18/94 Purchase 100
05/20/94 Purchase 300
05/24/94 Purchase 300
06/30/94 Purchase 500
06/30/94 Purchase 200
12/07/94 Purchase 400
03/07/95 Purchase 500
01/04/94 Purchase 300
01/14/94 Purchase 300
01/31/94 Purchase 400
04/25/94 Purchase 400
05/02/94 Purchase 300
05/18/94 Purchase 300
05/26/94 Purchase 400
06/02/94 Purchase 300
07/07/94 Purchase 500
08/24/94 Purchase 300
09/21/94 Purchase 500
12/27/94 Purchase 2,500
12/28/94 Purchase 1,500
12/29/94 Purchase 2,000
</TABLE>
-7-
<PAGE>
<TABLE>
<S> <C> <C>
01/05/95 Purchase 2,500
01/06/95 Purchase 2,500
01/09/95 Purchase 1,000
01/09/95 Purchase 2,000
01/11/95 Purchase 1,000
03/21/95 Purchase 2,500
03/22/95 Purchase 3,500
03/23/95 Purchase 1,500
03/24/95 Purchase 1,000
</TABLE>
-8-
<PAGE>
[ ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
With- For All
For hold Except For Against Abstain
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS. [ ] [ ] [ ] 2. AGAINST MANAGEMENT'S [ ] [ ] [ ]
Nominees: PROPOSAL TO APPROVE THE
Peter L. Falb, COMPANY'S 1994 NON-EMPLOYEE
Edward Nathan Dane, DIRECTOR STOCK OPTION PLAN.
Theodore Johnson,
Paul R. Farago and 3. In their discretion, the proxies are
Edward J. Stewart III authorized to vote upon such other business
as may properly come before the meeting and
any adjournment thereof.
</TABLE>
<TABLE>
<S> <C> <C>
INSTRUCTIONS:
To withhold authority
to vote for any nominee,
mark the "For All Mark box at right if you plan to [ ]
Except" box and write the attend the meeting in person.
name(s) of the nominee(s)
for whom your vote is to Mark box at right if comments or [ ]
be withheld in the space address change have been noted on
provided below. the reverse side of this card.
------------------------
RECORD DATE SHARES:
(Signature) X: DATE:
--------------------- --------------
(Signature) X: DATE:
--------------------- --------------
NOTE: Please sign exactly as name appears hereon. Joint If a corporation, please sign in full corporate
owners should each sign. When signing as attorney, name by President or other authorized officer.
executor, administrator, trustee or guardian, please If a partnership, please sign in partnership
give full title as such. name by authorized person.
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
DETACH CARD
THE COMMITTEE TO MAXIMIZE SHAREHOLDER VALUE
AT TOREADOR ROYALTY CORPORATION
Dear Stockholder:
Please take note of the important information enclosed with this proxy card.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelop.
Your vote must be received prior to the Annual Meeting of Stockholders,
May 18, 1995.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
The Committee to Maximize
Shareholder Value at Toreador
Royalty Corporation
-2-
<PAGE>
THE COMMITTEE TO MAXIMIZE SHAREHOLDER VALUE
AT TOREADOR ROYALTY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
May 18, 1995
The undersigned hereby appoints Peter L. Falb and Edward Nathan Dane, and each
of them, with full power of substitution, proxies to represent the undersigned
at the Annual Meeting of Stockholders of TOREADOR ROYALTY CORPORATION to be held
May 18, 1995 at 10:00 a.m. at the 36th floor conference center of Thompson &
Knight, P.C., at 1700 Pacific Avenue, Dallas, Texas, and at any adjournment or
adjournments thereof, to vote in the name and place of the undersigned, with all
powers which the undersigned would possess if personally present, all of the
shares of TOREADOR ROYALTY CORPORATION standing in the name of the undersigned
upon such business as may properly come before the meeting, including the
proposals set forth on the reverse side of this Proxy Card.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMMITTEE TO MAXIMIZE SHAREHOLDER VALUE
AT TOREADOR ROYALTY CORPORATION. THE COMMITTEE RECOMMENDS AN AFFIRMATIVE VOTE ON
ALL PROPOSALS SPECIFIED. SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE, THE SHARES REPRESENTED WILL BE VOTED IN FAVOR OF ALL PROPOSALS.
Comments/Address Change:
--------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON.
-3-
