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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
Toreador Royalty Corporation
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(Name of Issuer)
Common Stock, par value $0.15625 per share
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(Title of Class of Securities)
891041105
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(CUSIP Number)
Janice V. Sharry, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5562
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 16, 1998
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sec 240.13d-1(e), (f) or (g), check the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sec 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 891041105
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Mark McLaughlin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 353,036(2)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
353,036(2)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
353,036
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%(1)
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14 TYPE OF REPORTING PERSON
IN
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(1) Based on 5,160,671 shares of Common Stock issued and outstanding as of
September 30, 1998, as disclosed in the Issuer's Form 10-Q for the
quarter ended September 30, 1998 plus the assumed conversion of all of
Series A Convertible Preferred Stock issued to Mr. McLaughlin into
62,500 shares of Common Stock.
(2) Includes 62,500 shares of Common Stock issuable upon conversion of
shares of Series A Convertible Stock held by Mr. McLaughlin.
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This Amendment No. 1 to Schedule 13D (this "Amendment") amends and
supplements Schedule 13D filed by John Mark McLaughlin, by furnishing the
information set forth below. Unless set forth below, all previously reported
Items are unchanged.
Item 2. Identity and Background.
Item 2 is hereby supplemented as follows:
(f) Mr. McLaughlin is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented as follows:
The total amount of funds required by Mr. McLaughlin for the purchase of
10,00 shares of Series A Convertible Preferred Stock which is convertible into
62,500 shares of Common Stock was $250,000 and was obtained from personal funds.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety as follows:
Item 5(a)
Mr. McLaughlin beneficially owns 353,036 shares of Common Stock (which
is approximately 6.8% of the outstanding shares of Common Stock as of September
30, 1998 based on information disclosed in the Issuer's Form 10-Q for the
quarter ended September 30, 1998 assuming the conversion of Series A Preferred
Stock issued to Mr. McLaughlin into 62,500 shares of Common Stock). As a result
of being a party to that certain Stockholder Agreement (discussed in Item 4 and
previously filed as Exhibit 1 to this Schedule 13D and incorporated herein by
reference), entered into by and among the Fund, Graves, Lee, Gralee Partners and
the General Partner; Mr. Peter Lawrence Falb, Mr. Edward Nathan Dane, Firethorn
I Limited Partnership, the Hilary Bell Falb 1983 Trust, the Alison Forslund Falb
1985 Trust, the Forslund Irrevocable Trust, and Dane, Falb, Stone & Co., Inc.
(collectively referred to as the "Dane Falb Persons"); and Mr. John V. Ballard,
Mr. J. W. Bullion, Mr. Thomas P. Kellogg, Jr., Mr. John Mark McLaughlin, Mr.
Peter R. Vig, and Mr. Jack L. Woods, Mr. McLaughlin may be deemed to have
indirect beneficial ownership of, and shared voting power with respect to, an
additional 44.5% (assuming the conversion of all Series A Convertible Preferred
Stock owned by each of Mr. Falb, Mr. Lee and Mr. Kellogg) of the Company's
shares of Common Stock, consisting of 885,800 shares of Common Stock
beneficially owned by the Dane Falb Persons (17.1%) (as represented in their
Schedule 13D/A filed with the Securities and Exchange Commission on July 30,
1998 plus an additional 2,500 shares of Common Stock as represented in Mr.
Falb's Form 4 dated November 12, 1998, plus personal knowledge of Mr. Falb's
purchase of Series A Convertible Preferred Stock convertible into an additional
25,000 shares of Common Stock and assuming the conversion of only Mr. Falb's
Series A Convertible Preferred Stock), 222,924 shares of Common Stock
beneficially owned by Mr. John V. Ballard, Mr. J. W. Bullion, Mr. Thomas P.
Kellogg, Jr. and Mr. Jack L. Woods (4.3%) (as represented in the Issuer's
definitive proxy material filed with the Securities and Exchange Commission on
July 1, 1998, plus personal knowledge of Mr. Kellogg's purchase of Series A
Convertible Preferred Stock convertible into 25,000 shares of Common Stock and
assuming the conversion of only Mr. Kellogg's Series A Convertible Preferred
Stock), 1,321,450 shares of Common Stock beneficially owned by Mr. Lee, Mr.
Graves, the Fund, and Wilco (24.4%) (as represented in their jointly filed
Amendment No. 7 to Schedule 13D filed with the Securities and Exchange
Commission dated December 16, 1998, wherein they assume the conversion of Mr.
Lee's Series A Convertible Preferred Stock into 250,000 shares of Common Stock)
and no shares of Common Stock beneficially owned by Mr. Peter R. Vig (0.0%) (as
represented in his Schedule 13D filed with the Securities and Exchange
Commission on August 7, 1998).
Item 5(b)
Mr. McLaughlin has the sole power (and no shared power) to vote or
direct the vote or to dispose of direct the disposition of 353,036 shares of
Common Stock. As stated above, Mr. McLaughlin disclaims any beneficial ownership
or shared voting or dispositive power of the other Stockholders' shares.
Item 5(c)
In the past sixty days, the only transaction by Mr. McLaughlin in the
Common Stock was the purchase on December 9, 1998 of 10,000 shares of Series A
Convertible Preferred Stock which is convertible into 62,500 shares of Common
Stock. The purchase price for each share of Series A Convertible
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Preferred Stock was $25.00 (aggregate purchase price of $250,000). The Shares
are convertible into Common Stock at any time at a conversion price of $4.00 per
share of Common Stock.
Item 5(d)
No other person has any right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock with respect to which this filing is made.
Item 5(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 6 is hereby amended in its entirety as follows:
Mr. McLaughlin acquired 10,000 shares of Series A Convertible Preferred
Stock (the "Preferred Stock") which is convertible into 62,500 shares of Common
Stock pursuant to a Securities Purchase Agreement effective December 16, 1998 by
and among the Issuer and the Purchasers party thereto (the "SPA"). Under the
SPA, the Purchasers agreed to pay $25.00 per share of Preferred Stock. Each of
the parties made certain standard representations and warranties in the SPA.
Each Purchaser represented and warranted that he was an accredited investor as
defined by Rule 501(a) of Regulation D in the SPA. Mr. McLaughlin is also a
party to that certain Stockholder Agreement discussed in Item 4 (previously
filed herewith and incorporated herein by reference).
In conjunction with the SPA, the parties entered into a Registration Rights
Agreement effective December 16, 1998, by and among the Issuer and the persons
party thereto (the "RRA"). The RRA obligates the Issuer to file a Registration
Statement with respect to the shares of Common Stock reserved for conversion of
the Preferred Stock on Form S-3 within 90 days of demand by the holders of 26%
of the outstanding Series A Convertible Preferred Stock. The RRA also contains a
provision for piggyback registration. The Issuer is obligated to prepare and
file certain reports with the Securities and Exchange Commission and to make
"blue sky" filings where appropriate.
The rights, preferences, privileges and restrictions of the Preferred Stock
is set forth in the Certificate of Designation of Series A Preferred Stock (the
"COD"). The COD provides for dividends paid at 9% of Stated Value (Stated Value
equals $25.00 per share of Preferred Stock) which is payable, at the Issuer's
option, in cash or in shares of Series A Convertible Preferred Stock. Upon
dissolution, the holders of Preferred Stock have preference ahead of all holders
of all other capital stock. The COD provides that the holders of Preferred Stock
may convert their shares into shares of Common Stock at any time at a rate equal
to the Stated Value divided by the Conversion Price ($4.00 per share of Common
Stock). The conversion rate is adjusted to account for stock splits, stock
dividends, mergers and similar transactions, under the COD. The Issuer must
redeem the Preferred Stock outstanding on December 1, 2008 at the Stated Value
and may redeem the stock at any time after December 1, 2001, subject to certain
conditions.
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Item 7. Material to be Filed as Exhibits.
Item 7 is hereby supplemented as follows:
2. Securities Purchase Agreement, effective December 16, 1998, among the
Issuer and the Purchasers party thereto, filed as Exhibit 7.10 to Amendment No.
7 to the Schedule 13D of Lee Global Energy Funds, L.P. et al. in respect of the
Issuer and incorporated herein by reference.
3. Registration Rights Agreement, effective December 16, 1998, among the
Issuer and the persons party thereto filed as Exhibit 7.11 to Amendment No. 7 to
the Schedule 13D of Lee Global Energy Fund, L.P. et al. in respect of the
Issuer and incorporated herein by reference.
4. Certificate of Designation of Series A Convertible Preferred Stock of
Toreador Royalty Corporation filed as Exhibit 7.12 to Amendment No. 7 to the
Schedule 13D of Lee Global Energy Fund, L.P. et al. in respect of the Issuer and
incorporated herein by reference.
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SIGNATURE
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.
Date: December 23, 1998
/s/ JOHN MARK MCLAUGHLIN
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John Mark McLaughlin
