<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for use of the
Commission Only (as Permitted
[_] Definitive Proxy Statement by Rule 14a-6(e)(2))
[X] 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.
[_] $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:
[X] Fee paid previously with preliminary materials.
[_] 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>
THE COMMITTEE TO MAXIMIZE
SHAREHOLDER VALUE AT
TOREADOR ROYALTY CORPORATION
May 11, 1995
Dear Fellow Toreador Stockholder:
We have recently formed the Committee to Maximize Shareholder Value at
Toreador Royalty Corporation because we are deeply concerned that the policies
of current management of Toreador are not directed toward maximizing shareholder
value. Our five nominees, if elected, would act to protect the value of your and
our investment in Toreador. WE URGE YOU TO VOTE FOR THE COMMITTEE'S NOMINEES FOR
---
ELECTION TO THE BOARD AND AGAINST MANAGEMENT'S PROPOSED 1994 NON-EMPLOYEE
-------
DIRECTOR STOCK OPTION PLAN. PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY
CARD TODAY.
THE COMMITTEE'S OBJECTIVE: MAXIMIZING YOUR SHAREHOLDER VALUE
If elected, the Committee's nominees are committed to addressing three
major areas of concern:
- INADEQUATE RETURNS ON STOCKHOLDER INVESTMENT
We believe that the Company should adopt an appropriate share repurchase
program.
- INSUFFICIENT MANAGEMENT
We believe the Company's selling, general and administrative expenses
should be reduced, and that the Company's "poison pill" and other
director and management entrenching devices should be rescinded and not
replaced.
- FAILURE TO ENHANCE SHAREHOLDER VALUE
We believe management compensation should be tied to increasing
shareholder value and that all members of the Company's Board should have
a significant cash investment in the Company's common stock.
It is the committee's primary objective to protect the interests of
Toreador's shareholders. As principals of Dane, Falb, Stone & Co., a
Boston-based investment advisor, we beneficially own in the aggregate 840,500
shares, or approximately 15.7% of Toreador. We strongly believe that it is to
the benefit of all Toreador shareholders to elect new, independent directors to
the Board who are able to devise effective strategies to increase shareholder
value. It is not enough that Board members be from the "oil industry." If
elected, the Committee's nominees will form an advisory group with members
experienced in geology, oil exploration and drilling to provide the Board with
such technical expertise as may be required in overseeing Toreador's business IN
THE INTERESTS OF MAXIMIZING THE VALUE OF YOUR INVESTMENT.
<PAGE>
CURRENT MANAGEMENT'S RECORD:
A HISTORY OF POOR RETURNS FOR SHAREHOLDERS
- - Toreador's President was granted an option in August 1988 to purchase shares
at the then current market value of $3.00 per share. Today's market price is
still $3.00 per share. Over a nearly seven-year period, shareholders received
no return.
- - On May 23, 1994, the Company announced a dilutive private placement at a
discount to the market price. Since then the market price of your shares has
declined by approximately 25%.
- - Selling, general and administrative expenses have increased substantially
under the present management. Why should you pay for management's trips to
New York, Boston and beyond?
- - A "poison pill" was hastily introduced to protect management at the expense of
the shareholders.
- - While the board and management claim substantial share ownership of the
Company's stock, a significant portion of such holdings are options not yet
exercised and thus do not involve a cash investment in the Company's stock.
- - The Board and Management seek to obtain substantial options (diluting your
equity). A recent article in Forbes Magazine (May 22, 1995 issue) sharply
---------------
criticizes such practices.
ACT NOW TO PROTECT YOUR INVESTMENT
THE VALUE OF YOUR INVESTMENT IS AT STAKE. 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 AND
ASK YOU TO JOIN WITH US BY VOTING IN FAVOR OF OUR NOMINEES FOR DIRECTOR AND
AGAINST MANAGEMENT'S PROPOSED 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.
THE COMMITTEE TO MAXIMIZE
SHAREHOLDER VALUE AT TOREADOR
ROYALTY CORPORATION
-------------------------------
Peter L. Falb
-------------------------------
Edward Nathan Dane
- --------------------------------------------------------------------------------
If you have any questions or require any assistance, please call our
Proxy Solicitor toll free for immediate assistance:
Georgeson & Company, Inc.
1-800-223-2064
- --------------------------------------------------------------------------------
