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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TOREADOR ROYALTY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-099164
(State of incorporation) (I.R.S. employer identification number)
530 Preston Commons West
8117 Preston Road 75225
Dallas, Texas (Zip Code)
(Address of principal executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
The Securities Act registration statement file number to which
this form relates: (if applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Preferred Stock Purchase Rights
(Title of Class)
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On June 24, 1995, Toreador Royalty Corporation (the "Company") amended
the Rights Agreement dated April 3, 1995 between the Company and Continental
Stock Transfer & Trust Company, as rights agent (the "Rights Agreement"), to
increase the triggering percentage under the Rights Agreement from 20% to 22%,
and to incorporate an exception for certain "Qualifying Offers." Under the
"Qualifying Offer" exemption, a person that acquires beneficial ownership of 22
percent or more of the shares of Common Stock then outstanding pursuant to a
"Qualifying Offer" will not trigger the rights issued under the Rights
Agreement. Triggering of the rights as a result of a person acquiring a 22
percent or greater position normally results in dilution of the acquiring
person's ownership (unless the Board has taken action to redeem the rights or
otherwise make them inapplicable). The amendment specifically exempts any group
formed among all of the parties to that certain Stockholder Agreement dated June
25, 1998, by and among the Gralee Persons (as defined therein), the Dane Falb
Persons (as defined therein) and certain other stockholders of the Company, from
triggering the rights issued under the Rights Agreement. The Rights Agreement
has also been amended to require the approval of at least 70 percent of the
members of the entire Board of Directors to redeem the rights or amend the
Rights Agreement.
To reflect these amendments, Items 1 and 2 of the Registration
Statement on Form 8-A filed by the Company with the Securities and Exchange
Commission on April 10, 1995 are hereby amended to read in their entirety as
follows:
Item 1. Description of Registrant's Securities to be Registered:
On April 3, 1995, the Board of Directors of Toreador Royalty
Corporation (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par value $.15625
per share (the "Common Shares"), of the Company. The dividend is payable on
April 13, 1995 (the "Record Date") to the stockholders of record of the Common
Shares on that date. When the Rights become exercisable, each Right will entitle
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, par value $1.00 per share (the
"Preferred Shares"), at a price of $12 per one one-hundredth of a Preferred
Share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and Continental Stock Transfer & Trust Company, as Rights
Agent (the "Rights Agent").
Until the earlier to occur of the close of business on (i) the tenth
day after the date a person (an "Acquiring Person") (other than the Company, any
subsidiary of the Company, or any employee benefit plan of the Company or any
subsidiary of the Company) alone or together with affiliates and associates, has
become the beneficial owner of 22% (or such lower threshold as may be
established by the Board of Directors) or more of the outstanding Common Shares,
other than pursuant to a Qualifying Offer (as hereinafter defined) or (ii) the
tenth business day after the date (or such later date as may be determined by
action of the Board of Directors prior to such time as any person becomes an
Acquiring Person) of the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which would result in
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the beneficial ownership by a person or group (other than the Company, any
subsidiary of the Company, or any employee benefit plan of the Company or any
subsidiary of the Company) of 22% (or such lower threshold as may be established
by the Board of Directors) or more of such outstanding Common Shares (the
earlier of (i) or (ii) being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate. Notwithstanding anything
contained in the Rights Agreement to the contrary, any group formed among all
the parties to that certain Stockholder Voting Agreement dated as of June 25,
1998, by and among the Gralee Persons (as defined therein), the Dane Falb
Persons (as defined therein) and certain other stockholders of the Company,
shall not be deemed an Acquiring Person.
A "Qualifying Offer" is defined in the Rights Agreement to mean an
all-cash tender offer for all outstanding Common Shares which meets all of the
following requirements:
(i) Fully Financed. The offeror must, prior to or upon
commencing the offer, (A) have reasonably demonstrated to the Board of
Directors that the offeror has then available and has irrevocably
committed in writing to the Company to utilize for purposes of the
offer if consummated, and to set apart and maintain available for such
purposes until the offer is consummated or withdrawn, cash or cash
equivalents in an amount which will be sufficient to pay for all Common
Shares outstanding on a fully diluted basis and all related expenses,
or (B) have provided the Company firm written commitments from
responsible financial institutions, accepted by the offeror, to provide
funds for the offer which, when added to other funds of the offeror
available and committed to be used for purposes of the offer if
consummated, will be sufficient to pay for all Common Shares
outstanding on a fully diluted basis and all related expenses. The
terms of the financing commitments must be subject only to customary
terms and conditions, which may not include (x) conditions requiring
access by the financial institutions to non-public information to be
provided by the Company, (y) conditions based on the accuracy of any
information concerning the Company other than such as would be the
subject of representations in a public financing by the Company, or (z)
conditions requiring the Company to make any representations,
warranties or covenants in connection with the financing.
(ii) Two-Thirds Requirement. The offeror must own, immediately
after consummating the offer, at least two-thirds of the then
outstanding Common Shares not beneficially owned by the offeror prior
to making the offer.
(iii) 30 Percent Premium. The price per share offered in the
offer must be at least 30 percent above the average closing price of
the Common Shares for the 20 consecutive trading days ending on the
fourth trading day preceding the commencement of the offer. If another
tender offer is commenced during the pendency of a Qualifying Offer,
the second, competing offer will constitute a Qualifying Offer if the
per share price offered is at least 10 percent higher than the price
offered in the first offer and the other
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requirements for a Qualifying Offer are satisfied. In no event may the
price per share offered in the initial or competing Qualifying Offer be
less than $5.00.
(iv) Duration and Conditions. The offer must remain open for
at least 60 business days and must be extended for at least 20 business
days after the last increase in the price offered and after any bona
fide higher alternative offer is made. The offer must be subject only
to customary terms and conditions, which may in no event include any
satisfaction of any conditions relating to the business, financial
condition, results of operations or prospects of the Company other than
such as are based on information publicly disclosed by the Company.
(v) Second Step Commitment. The offeror must irrevocably
commit, prior to or upon commencement of the offer, (A) to consummate
promptly upon completion of the offer an all-cash transaction whereby
all Common Shares not tendered in the offer will be acquired at the
same price per share paid pursuant to the offer, and otherwise not to
purchase any Common Shares following completion of the offer, (B) that
the offeror will not materially amend the terms of the offer (other
than an increase in the price offered) and (C) that the offeror will
not make an offer for any equity securities of the Company for six
months after the commencement of the offer if the original offer does
not result in the tender of the required minimum of two-thirds of the
outstanding Common Shares, except in certain circumstances involving
the making by an unrelated party of a competing offer which constitutes
a Qualifying Offer under the provisions described in paragraph (iii)
above.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier termination or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier termination or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificate") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on April 13, 2005 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to
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prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii) upon the grant to
holders of the Preferred Shares of certain rights or warrants to subscribe for
or purchase Preferred Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than the then current market
price of the Preferred Shares or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness or assets (excluding a regular
quarterly cash dividend or a dividend payable in Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Preferred Shares issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
In the event that on or after the first date of public announcement by
the Company or an Acquiring Person that an Acquiring Person has become such (the
"Stock Acquisition Date") the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold (in one transaction or a series of transactions other than in the
ordinary course of business), proper provision will be made so that each holder
of a Right will thereafter have the right to receive, upon the exercise thereof
at the then current Purchase Price of the Right, that number of common shares of
the acquiring company which at the time of such transaction will have a market
value of two times the Purchase Price. In the event that any person, together
with its affiliates and associates, becomes the beneficial owner of 22% (or such
lower threshold as may be established by the Board of Directors) or more of the
Common Shares then outstanding, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares of the Company having a market value of
two times the Purchase Price. Under no circumstances may a Right be exercised
following the occurrence of an event set forth in the preceding sentence prior
to the expiration of the Company's right of redemption.
At any time after any person becomes an Acquiring Person and prior to
the acquisition by such person, together with its affiliates and associates, of
beneficial ownership of 50% or more of the outstanding Common Shares, the Board
of Directors of the Company may exchange the Rights (other than Rights owned by
such person which have become void), in whole or in part, at an exchange ratio
of one Common Share, or one one-hundredth of a Preferred Share (or of a share of
a class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional
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Preferred Shares will be issued and in lieu thereof, an adjustment in cash will
be made based on the market price of the Preferred Shares on the last trading
day prior to the date of exercise.
At any time prior to the tenth day following the first public
announcement of the existence of an Acquiring Person, the Company may, at its
option, by approval of at least 70% of the members of the entire Board of
Directors and with the concurrence of Continuing Directors (as hereinafter
defined), redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). Subject to certain conditions, the Company's
right of redemption may be reinstated after the expiration of the ten-day
redemption period if each Acquiring Person reduces its beneficial ownership to
10% or less of the outstanding Common Shares in a transaction or series of
transactions not involving the Company or any subsidiary of the Company. The
redemption of the Rights may be made effective at such time on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon the action of the Board of Directors (with
concurrence of a majority of Continuing Directors) ordering redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price. The term
"Continuing Director" means a member of the Board of Directors of the Company
who either was a member of the Board of Directors on the date of the Rights
Agreement or who subsequently became a director of the Company and whose initial
appointment, initial election or initial nomination for election by the
Company's shareholders subsequent to such date was approved by a vote of a
majority of the Continuing Directors then on the Board of Directors of the
Company.
The terms of the Rights may be amended by approval of at least 70% of
the members of the entire Board of Directors prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by approval of at least 70 percent of the members of the entire Board of
Directors in order to cure any ambiguity, defect or inconsistency, to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interest of any Acquiring Person), or to shorten or lengthen any
time period under the Rights Agreement; provided, however, that no amendment to
adjust the time period governing redemption shall be made at such time as the
Rights are not redeemable.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote (other than with respect to the amendment of Rights in certain
circumstances) or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company,
other than pursuant to a Qualifying Offer, in a manner or on terms not approved
by the Board of Directors. Because the Company's Board of Directors can redeem
the Rights, the Rights should not interfere with any merger or business
combination approved by the Board prior to an Acquiring Person's acquiring 22%
or more of the Company's Common Shares.
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A copy of the Rights Agreement and Amendment No. 1 thereto between the
Company and the Rights Agent specifying the terms of the Rights is attached as
an Exhibit and incorporated herein by reference. The foregoing description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement.
Item 2. Exhibits.
1. Amendment No. 1 to Rights Agreement dated as of June 25, 1998
between Toreador Royalty Corporation and Continental Stock
Transfer & Trust Company, as Rights Agent.
2. Rights Agreement, dated as of April 3, 1995, between Toreador
Royalty Corporation and Continental Stock Transfer & Trust
Company, which includes as Exhibit B the Form of Right
Certificate (incorporated by reference to Registration
Statement on Form 8-A of Toreador Royalty Corporation filed
with the Securities and Exchange Commission on April 10, 1995
(Registration No. 0-2517).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this Amendment No. 1 to
Form 8-A Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
TOREADOR ROYALTY CORPORATION
By:/s/ John Mark McLaughlin
-----------------------------------
John Mark McLaughlin,
Chairman of the Board and President
Date: June 30, 1998
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C>
1. Amendment No. 1 to Rights Agreement dated as of June 25, 1998
between Toreador Royalty Corporation and Continental Stock
Transfer & Trust Company, as Rights Agent.
2. Rights Agreement, dated as of April 3, 1995, between Toreador
Royalty Corporation and Continental Stock Transfer & Trust
Company, which includes as Exhibit B the Form of Right
Certificate (incorporated by reference to Registration
Statement on Form 8-A of Toreador Royalty Corporation filed
with the Securities and Exchange Commission on April 10, 1995
(Registration No. 0-2517).
</TABLE>
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EXHIBIT 1
FINAL EXECUTION COPY
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1, dated as of June 25, 1998, is between TOREADOR
ROYALTY CORPORATION, a Delaware corporation (the "Company"), and CONTINENTAL
STOCK TRANSFER AND TRUST COMPANY, as rights agent (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement dated as of April 3, 1995 (the "Rights Agreement");
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
desires to amend the Rights Agreement as set forth below;
NOW THEREFORE, the Rights Agreement is hereby amended as follows:
Section 1. Amendment of Section 1.
(a) Section 1 of the Rights Agreement is amended by deleting
the definition of "Acquiring Person" and substituting in lieu thereof the
following:
"'Acquiring Person' shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person,
shall be the Beneficial Owner (as such term is hereinafter defined) of
22% or more of the Common Shares of the Company then outstanding; but
shall not include the Company, any Subsidiary (as such term is
hereinafter defined) of the Company, any employee benefit plan of the
Company or any Subsidiary of the Company, or any entity holding Common
Shares for or pursuant to the terms of any such plan. Notwithstanding
the foregoing, no Person shall become an Acquiring Person (i) as the
result of an acquisition of Common Shares by the Company which, by
reducing the number of Common Shares outstanding, increases the
proportionate number of Common Shares beneficially owned by such Person
to 22% or more of the Common Shares of the Company then outstanding;
provided, however, that if a Person shall become the Beneficial Owner
of 22% or more of the Common Shares of the Company then outstanding by
reason of share purchases by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner of any additional
Common Shares of the Company (other than pursuant to a stock split,
stock dividend, recapitalization or similar transaction), then such
Person shall be deemed to be an Acquiring Person, or (ii) pursuant to a
Qualifying Offer.
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Notwithstanding anything contained in this Agreement to the
contrary, any group formed among all the parties to that certain
Stockholder Voting Agreement dated as of June 25, 1998, by and among
the Gralee Persons (as defined therein), the Dane Falb Persons (as
defined therein) and certain other stockholders of the Company, shall
not be deemed an Acquiring Person."
(b) Section 1 of the Rights Agreement is amended by adding
thereto, following the definition of "Preferred Shares" and prior to the
definition of "Redemption Date", the following:
"'Qualifying Offer' shall mean an all-cash tender offer for
all outstanding Common Shares of the Company which meets all of the
following requirements:
(i) the Person or group making the tender offer must,
prior to or upon commencing such offer, (A) have reasonably
demonstrated to the Board of Directors that such Person or group has
then available and has irrevocably committed in writing to the Company
to utilize for purposes of the offer if consummated, and to set apart
and maintain available for such purposes until the offer is consummated
or withdrawn, cash or cash equivalents in an amount which will be
sufficient to pay for all Common Shares outstanding on a fully diluted
basis and all related expenses, or (B) have provided the Company firm
written commitments from responsible financial institutions, which have
been accepted by such Person or group, to provide, subject only to
customary terms and conditions (which shall in no event include
conditions requiring access by such financial institutions to
non-public information to be provided by the Company, conditions based
on the accuracy of any information concerning the Company other than
such as would be the subject of representations and warranties in a
public financing by the Company, or conditions requiring the Company to
make any representations, warranties or covenants in connection with
such financing) funds for such offer which, when added to the amount of
cash and cash equivalents which such Person or group then has available
and has irrevocably committed in writing to the Company to utilize for
purposes of the offer if consummated, and to set apart and maintain
available for such purposes until the offer is consummated or
withdrawn, will be sufficient to pay for all Common Shares outstanding
on a fully diluted basis and all related expenses;
(ii) such Person or group must own, after
consummating such offer, at least two-thirds of the then outstanding
Common Shares of the Company not beneficially owned by such Person or
group prior to making the offer;
(iii) the price per Common Share offered in such
offer must be at least 30% above the average daily closing prices of
the Common Shares for the 20 consecutive Trading Days ending on the
fourth Trading Day preceding the commencement of the offer, provided
that if another tender offer for Common Shares of the Company (a
"Competing Offer") is commenced during the pendency of a Qualifying
Offer (the "First Offer"), such Competing Offer shall constitute a
Qualifying Offer only if, in addition to satisfying the requirements of
clauses (i), (ii), (iv) and (v) hereof, the per Common Share price
offered in such Competing Offer is at least 10% higher than the per
Common Share price offered in the
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First Offer, provided further that in no event shall the price per
Common Share offered in the initial offer or the Competing Offer be
less than $5.00;
(iv) such offer must remain open for at least 60
Business Days and must be extended for at least 20 Business Days after
the last increase in the price offered and after any bona fide higher
alternative offer is made and shall be subject only to customary terms
and conditions, which shall in no event include satisfaction of any
conditions relating to the business, financial condition, results of
operations or prospects of the Company other than such as are based on
information publicly disclosed by the Company; and
(v) prior to or upon commencing such offer, such
Person or group must irrevocably commit in writing to the Company and
in the offer to purchase relating to the offer:
(A) to consummate promptly upon completion of the
offer an all- cash transaction whereby all Common Shares of the Company
not tendered into the offer will be acquired at the same price per
Common Share paid pursuant to the offer, and otherwise not to purchase
any Common Shares following completion of the offer,
(B) that such Person or group will not materially
amend such offer, except to increase the price offered, and
(C) that such Person or group will not make any
offer for any equity securities of the Company for six months after
commencement of the original offer if the original offer does not
result in the tender of the number of Common Shares required to be
purchased pursuant to clause (ii) above, unless a Competing Offer which
meets the conditions for a Qualifying Offer (including the proviso in
clause (iii) above) is commenced by another Person or Persons not
affiliated or associated with, acting in concert with, or instigated or
financed by, the Person or group making the original offer or with whom
the arrangement or understanding relating to the Company or any assets
or securities of it or any of its Subsidiaries."
Section 2. Amendment of Section 3. Section 3 of the Rights Agreement is
amended by deleting the reference to "20%" in subsection (a) thereof, and
substituting "22%" in lieu thereof.
Section 3. Amendment of Section 23. Section 23 of the Rights Agreement
is amended by deleting subsection (a) thereof and substituting in lieu thereof
the following:
"(a) The Company may, at its option, by approval of at least
70 percent of the members of the entire Board of Directors and with the
concurrence of a majority of the Continuing Directors, at any time
prior to the earliest of (i) the Close of Business on the tenth day
following the Stock Acquisition Date (or, if the Stock Acquisition Date
shall have occurred prior to the Record Date, the Close of Business on
the tenth day following the Record Date) or (ii) the Final Expiration
Date, redeem all but not less than all the then
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outstanding Rights at a redemption price of $.01 per Right,
appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption
price being hereinafter referred to as the "Redemption Price");
provided, however, that if, following the occurrence of a Stock
Acquisition Date and following the expiration of the right of
redemption pursuant to clause (i) of this Section 23(a) but prior to
any Triggering Event, (A) a Person who is an Acquiring Person shall
have transferred or otherwise disposed of a number of Common Shares in
one transaction or series of transactions, not directly or indirectly
involving the Company or any of its Subsidiaries, which did not result
in the occurrence of a Triggering Event such that such Person is
thereafter a Beneficial Owner of 10% or less of the outstanding Common
Shares of the Company, and (B) there are no other Persons, immediately
following the occurrence of the event described in clause (A), who are
Acquiring Persons, then the right of redemption shall be reinstated and
thereafter be subject to the provisions of this Section 23. The
redemption of the Rights by the Board of Directors may be made
effective at such time, on such basis and with such conditions as the
Board of Directors in its sole discretion may establish.
Notwithstanding anything in this Agreement to the contrary, the Rights
shall not be exercisable after the occurrence of a Flip-In Event until
such time as the Company's right of redemption hereunder has expired.
For purposes of this Section 23, the term "Continuing Director" shall
mean a member of the Board of Directors of the Company who either was a
member of the Board of Directors on the date of this Agreement or who
subsequently became a director of the Company and whose initial
appointment, initial election or initial nomination for election by the
Company's shareholders subsequent to such date was approved by a vote
of a majority of the Continuing Directors then on the Board of
Directors of the Company."
Section 4. Amendment of Section 27. Section 27 of the Rights Agreement
is amended by deleting the first two sentences thereof and substituting in lieu
thereof the following:
"Prior to the Distribution Date, the Company may by approval of at
least 70 percent of the members of the entire Board of the Directors,
and the Rights Agent shall if the Company so directs, supplement or
amend any provision of this Agreement in any manner without the
approval of any holders of Common Shares. From and after the
Distribution Date, the Company may by approval of at least 70 percent
of the members of the entire Board of Directors, and the Rights Agent
shall if directed by the Company, from time to time supplement or amend
this Agreement without the approval of any holders of Right
Certificates in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten or
lengthen any time period herein or (iv) to change or supplement any
other provisions, hereunder in any manner which the Board of Directors
may deem necessary or desirable so long as the interests of the holders
of the Rights or Right Certificates (other than an Acquiring Person or
any Affiliate or Associate of an Acquiring Person) shall not be
materially and adversely affected thereby; provided, however, this
Agreement may not be supplemented or amended to lengthen, pursuant to
clause (iii) of this sentence, (A) a time period governing redemption
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of the Rights if the Rights are not then redeemable, or (B) any other
time period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the - rights of, and/or the benefits to, the
holders of Rights (other than an Acquiring Person or any Affiliate or
Associate of an Acquiring Person)."
Section 5. Effectiveness. This Amendment No. 1 shall be deemed
effective as of June 24, 1998 as if executed by both parties hereto on such
date. Except as amended hereby, the Rights Agreement shall remain in full force
and effect and shall be otherwise unaffected hereby.
Section 6. Miscellaneous. This Amendment No. 1 shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment No. 1 may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. If any
term, provision, covenant or restriction of this Amendment No. 1 is held by a
court of competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment No. 1 shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed as of the date and year first above written.
TOREADOR ROYALTY CORPORATION
By: /s/ JOHN MARK MCLAUGHLIN
-------------------------------------
Name: John Mark McLaughlin
--------------------------------
Title: Chairman
-------------------------------
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
By: /s/ WILLIAM F. SEEGRABER
-------------------------------------
Name: William F. Seegraber
--------------------------------
Title: Vice President
-------------------------------
6
