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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
TOREADOR RESOURCES CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(g)(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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[ ] 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.
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<PAGE> 2
TOREADOR RESOURCES CORPORATION
4809 COLE AVENUE, SUITE 108
DALLAS, TEXAS 75205
(214) 559-3933
SOLICITATION OF WRITTEN CONSENTS
December 8, 2000
To the Stockholders of Toreador Resources Corporation:
The written consent of the holders of Toreador Resources Corporation's
common stock, par value $0.15625 per share, of record at the close of business
on October 19, 2000, is requested by the Board of Directors in regard to the
issuance of up to 180,000 shares of our common stock as described in the
accompanying Consent Solicitation Statement. It is requested that your written
consent, using the accompanying Consent Card, be delivered to Toreador Resources
Corporation at 4809 Cole Avenue, Suite 108, Dallas, Texas 75205 on or before
December 18, 2000. An addressed return envelope is enclosed for this purpose,
which requires no postage if mailed in the United States.
By Order of the Board of Directors
By: /s/ GERRY F. CARGILE
-----------------------------------
Gerry F. Cargile, Secretary
<PAGE> 3
TOREADOR RESOURCES CORPORATION
4809 COLE AVENUE, SUITE 108
DALLAS, TEXAS 75205
CONSENT SOLICITATION STATEMENT
FOR
THE SOLICITATION OF WRITTEN CONSENTS
TO THE ISSUANCE OF UP TO AN ADDITIONAL
180,000 SHARES OF COMMON STOCK
INTRODUCTION
This Consent Solicitation Statement is furnished by the Board of
Directors of Toreador Resources Corporation, a Delaware corporation (the
"Company"), to the stockholders of the Company in connection with the
solicitation by the Company of the written consents of the stockholders to the
issuance of up to an additional 180,000 shares of our common stock, par value
$0.15625 per share (the "Deferred Shares"). The Deferred Shares will have
identical rights and preferences as the Company's currently outstanding shares
of common stock.
The purpose of the issuance of the Deferred Shares is to satisfy
certain obligations that are owed to certain stockholders of Texona Petroleum
Corporation, a Delaware corporation ("Texona") pursuant to the terms of that
certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of
September 11, 2000, by and among Texona, the Company, and Toreador Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of the Company.
Pursuant to the Merger Agreement, the outstanding stock of Texona was exchanged
for a total of 1,115,000 shares of common stock of the Company, of which
1,025,000 shares (19.6% of the then outstanding shares) were issued to the
Texona stockholders at the closing of the merger on September 19, 2000.
We did not issue all 1,115,000 shares due to the rules of the National
Association of Securities Dealers Automated Quotation ("Nasdaq") requiring us to
obtain stockholder approval before the issuance of common stock constituting or
having voting power equal to or greater than 20% of the outstanding common
stock. On September 19, 2000, 1,115,000 shares of common stock constituted
approximately 21% of the then outstanding shares. Therefore, in order to comply
with the applicable Nasdaq rules, we initially issued shares of our common stock
equal to 19.6% of the outstanding shares on September 19, 2000, and are now
requesting stockholder approval for the issuance of the Deferred Shares.
Pursuant to the Merger Agreement, the Deferred Shares must be issued no later
than June 1, 2001 in order to avoid penalty payments of $150,000 per month to
the Texona Petroleum Corporation stockholders until the Deferred Shares are
issued. If the stockholders do not approve the issuance of the Deferred Shares,
we will have to make payments of $150,000 per month until the Deferred Shares
are authorized for issuance, if ever.
The actual number of Deferred Shares to be issued will be between
90,000 and 180,000 based on a formula set forth in the Merger Agreement, subject
to adjustment prior to the issuance of the Deferred Shares of (i) the payment of
dividends on our currently issued common stock in shares of our common stock;
(ii) a stock split of our common stock; (iii) a reverse stock split of our
common stock; or (iv) other reclassifications or recapitalizations of our common
stock. We do not anticipate taking any action prior to the issuance of the
Deferred Shares that would require such an adjustment. Therefore, we are not
requesting authorization to issue more than 180,000 Deferred Shares that are
potentially issuable pursuant to the Merger Agreement without regard for any
adjustments described above. Once issued, the Deferred Shares will be shares of
our common stock having identical rights and preferences as our currently
outstanding shares of common stock.
Except for the Texona stockholders which will receive the Deferred
Shares, the current stockholders of the Company's common stock will have their
percentage ownership of common stock diluted due to the issuance of the Deferred
Shares only to the Texona stockholders. This dilution is approximately 1.7% of
the common stock holdings of each such stockholder if 90,000 Deferred Shares are
issued and 3.4% of the common stock holdings of each such stockholder if 180,000
Deferred Shares are issued. The actual amount of dilution for each stockholder
will depend on the actual number of Deferred Shares issued.
The Board of Directors unanimously approved the issuance of the
additional shares of common stock as of August 1, 2000. Although approval by
stockholders of the Company of the issuance of common stock is not required
under governing Delaware law, such approval is required under the Nasdaq Rules
applicable to companies listed on the Nasdaq National Market. To assure
continued compliance with the listing rules of the Nasdaq National Market, the
terms of the Merger Agreement provide that the Deferred Shares can only be
issued if the stockholder approval is obtained.
Under the Nasdaq Rules, we are required to obtain the approval of our
stockholders before the issuance of common stock (or securities convertible into
common stock) constituting or having voting power equal to or greater than 20%
of the outstanding common stock. The Deferred Shares when aggregated with the
shares previously issued pursuant to the Merger Agreement would exceed 20% of
the outstanding common stock. Accordingly, under the Nasdaq Rules, the
affirmative vote of the holders of a majority of
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<PAGE> 4
the outstanding shares of our common stock at the close of business on October
19, 2000, is required to approve the issuance.
The Company intends to distribute this Consent Solicitation Statement,
the accompanying Consent Card and the related materials commencing on or about
December 8, 2000, to the holders of record of the Company's common stock at the
close of business on October 19, 2000. Written consents of stockholders
representing a majority of the outstanding shares of common stock at the close
of business on October 19, 2000, are required to approve the issuance of the
Deferred Shares.
The principal executive offices of the Company are located at 4809 Cole
Avenue, Suite 108, Dallas, Texas 75205, and the telephone number of the Company
is 214.559.3933.
THE CONSENT PROCEDURE
GENERAL
The proposed issuance of the Deferred Shares is submitted for
stockholder approval by written consent. No meeting of the stockholders will be
held to vote on this matter. Only stockholders of record at the close of
business on October 19, 2000 are entitled to consent, to withhold their consent,
or to revoke their consent, to the issuance of the Deferred Shares. Stockholders
are entitled to one consent for each outstanding share of common stock held at
the close of business on October 19, 2000. As of the close of business on
October 19, 2000, there were 6,249,571 issued and outstanding shares of common
stock.
Consents, once dated, signed and delivered to the Company, will remain
effective unless and until revoked by written notice of revocation dated, signed
and delivered to the Company at the address set forth below on or before the
time that the Company has received written consents from holders of a majority
of the outstanding shares of common stock.
The issuance of the Deferred Shares will be approved at such time as
the Company holds unrevoked written consents of stockholders approving the
issuance of the Deferred Shares representing a majority of the outstanding
shares of common stock at the close of business on October 19, 2000.
Consequently, abstentions and broker non-votes would have the effect of a vote
against approval of the issuance of the Deferred Shares.
Stockholders are requested to indicate approval of the issuance of the
Deferred Shares by signing and dating the Consent Card, checking the box on the
Consent Card which corresponds to the approval of the issuance of the Deferred
Shares, and delivering the Consent Card to the Company at the address set forth
below. Withholding of consent to the issuance of the Deferred Shares, or
abstention with respect to the approval of the issuance of the Deferred Shares,
may be indicated by signing and dating the Consent Card, checking the box which
corresponds to withholding of consent to the issuance of the Deferred Shares or
abstention with respect to the approval of the issuance of the Deferred Shares,
respectively, and delivering the Consent Card to the Company at the address set
forth below.
A Consent Card which has been signed, dated and delivered to the
Company without any of the boxes for approval, withholding of consent, or
abstention checked will constitute a consent to the issuance of the Deferred
Shares.
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Consent Cards may be delivered to the Company at the following address:
Toreador Resources Corporation
4809 Cole Avenue, Suite 108
Dallas, Texas 75205
Attention: Secretary
Consent Cards should be delivered to the Company as soon as possible.
An addressed return envelope is enclosed for this purpose, which requires no
postage if mailed in the United States. Consent Cards and revocations of
consents will be deemed to have been received by the Company upon actual
delivery at the above address.
ABSENCE OF APPRAISAL RIGHTS/PREEMPTIVE RIGHTS
Stockholders who abstain from consenting with respect to the issuance
of the Deferred Shares, or who withhold consent to the issuance of the Deferred
Shares, do not have the right to an appraisal of their shares of common stock or
any similar dissenters' rights under Delaware law. The stockholders of the
common stock do not have any preemptive rights with regard to the proposed
issuance of Deferred Shares.
EXPENSE OF CONSENT SOLICITATION
The Company will bear the entire cost of the solicitation of
stockholder approval of the issuance of the Deferred Shares, including the
preparation, assembly, printing and mailing of this consent statement and any
additional material furnished to stockholders. In addition, the Company may
reimburse certain persons for their costs in forwarding the solicitation
material to stockholders. The Company does not anticipate that it will be
necessary to supplement its solicitation of consents by mail with telephone,
telegram, or personal solicitation of consents by directors, officers, or
employees of the Company. However, if such persons are called upon to solicit
consents on behalf of the Company, no additional compensation will be paid for
any of such services.
VOTING
VOTING PROCEDURES AND TABULATION
Under the Nasdaq Rules, we are required to obtain the approval of our
stockholders before the issuance of common stock (or securities convertible into
common stock) constituting or having voting power equal to or greater than 20%
of the outstanding common stock or if the number of shares of common stock to be
issued is or will be equal to or in excess of 20% of the number of shares
outstanding. In connection with the Deferred Shares, the amount and voting power
of such shares would exceed 20% of the outstanding common stock when combined
with the 1,025,000 shares of common stock authorized for issuance at the closing
of the merger. Accordingly, under the Nasdaq Rules, the affirmative vote of the
holders of a majority of the outstanding shares of our common stock is required
to approve the issuance of the Deferred Shares. Aside from this consent
solicitation, no further stockholder vote or approval related to the issuance of
the Deferred Shares as contemplated by the Agreement and Plan of Merger will be
sought or is required.
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VOTING SECURITIES
Our only voting security outstanding and entitled to vote at any
special meeting or to consent in lieu of special meeting is our common stock,
par value $.15625 per share. Only the holders of record of our common stock at
the close of business on October 19, 2000, the record date for the consent
solicitation, are entitled to receive this Consent Solicitation Statement and
related materials and to vote on the issuance of the Deferred Shares using the
Consent Card.
At the close of business on October 19, 2000, there were 6,249,571
shares of common stock outstanding and entitled to be counted. Each share of
common stock is entitled to one vote. The holders of Series A Convertible
Preferred Stock of the Company, par value $1.00 ("Series A Preferred Stock"),
are not entitled to vote on any of the matters submitted for approval in the
consent in lieu of special meeting. Unless the context otherwise requires, all
references to "stockholders" in this Consent Solicitation Statement refer only
to holders of common stock.
The holders of Series A Preferred Stock generally have no voting rights
with respect to the management of the Company. The holders of Series A Preferred
Stock have limited voting rights in certain circumstances, but were not entitled
to vote on the issuance of the Deferred Shares.
AGREEMENTS WITH THE GRALEE PERSONS AND THE DANE FALB PERSONS
On June 25, 1998, the Gralee Persons (specifically, Messrs. G. Thomas
Graves III, William I. Lee, Lee Global Energy Fund, L.P. ("Lee Global"), Gralee
Capital Corp., and Gralee Partners, L.P.), the Dane Falb Persons (specifically
Messrs. Peter L. Falb, 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.) and Messrs. John V.
Ballard, J. W. Bullion, Thomas P. Kellogg, Jr., John Mark McLaughlin, Peter R.
Vig and Jack L. Woods (collectively with the Gralee Persons and the Dane Falb
Persons, the "Voting Agreement Stockholders"), entered into a Stockholder Voting
Agreement (the "Stockholder Agreement"). Pursuant to the Stockholder Agreement,
the Voting Agreement Stockholders agreed to support the nomination and election
of a slate of seven nominees standing for election as directors at the 1999
Special Meeting and at the 2000 and 2001 Special Meetings if such nominees were
willing to act as directors. The Stockholder Agreement provides that the seven
nominees are to be: Messrs. Bullion, Kellogg, McLaughlin (collectively, the
"Company Designees"); Messrs. Graves and Lee (collectively, the "Gralee
Designees"); and Messrs. Falb and Dane (collectively, the "Dane Falb
Designees"). These seven nominees were elected as directors at the 1999 Annual
Meeting and the 2000 Annual Meeting, and will again be nominated for election at
the 2001 Annual Meeting.
THE VOTING AGREEMENT
The Voting Agreement Stockholders also agreed that they would vote all
of their shares of common stock at the 1999, 2000 and 2001 Special Meetings in
favor of each such nominee. Subsequent to the signing of the Stockholder
Agreement, Wilco Properties, Inc. ("Wilco") agreed to be bound by the terms of
the Stockholder Agreement. The Voting Agreement Stockholders and Wilco hold
approximately 37.61% of the shares of common stock outstanding at the close of
business on the record date, October 19, 2000.
If one or more of the Company Designees declines to stand as nominee(s)
for the election of directors at the 2001 Special Meeting, the Voting Agreement
Stockholders agreed that replacement nominee(s) shall
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be nominated by a committee of the Board of Directors consisting of the Company
Designees as established pursuant to the Bylaws (the "Company Nominating
Committee"). If one or more of the Gralee Designees declines to stand as
nominees for the election of directors at the 2001 Special Meeting, the Voting
Agreement Stockholders agreed that replacement nominee(s) shall be nominated by
the Gralee nominating committee of the Board of Directors as established
pursuant to the Bylaws (the "Gralee Nominating Committee"). If one or more of
the Dane Falb Designees declines to stand as nominee(s) for the election of
directors at the 2001 Special Meeting, the Voting Agreement Stockholders agreed
that replacement nominee(s) shall be nominated by the Falb nominating committee
of the Board of Directors as established pursuant to the Bylaws (the "Falb
Nominating Committee").
The Stockholder Agreement also provides that no Voting Agreement
Stockholder will, prior to December 31, 2000:
o except as otherwise permitted by the Settlement Agreement (as defined
below), (A) seek election to, or seek to place a representative on, the
Board of Directors, (B) engage in any solicitation of proxies with
respect to any of our securities, or (C) become a participant in any
election contest relating to the election of directors of the Company;
o initiate, propose or otherwise solicit our stockholders for the
approval of any stockholder proposal;
o vote in favor of any matter or proposal submitted to our stockholders
unless such matter or proposal is first recommended to stockholders by
a vote of five of the seven members of the Board of Directors;
o propose or seek to effect or seek permission to propose or effect other
than as a stockholder on an equal basis (A) any form of business
combination transaction or similar transaction with the Company, (B)
any sale of our assets, (C) any issuance or sale of our equity
securities, or (D) any restructuring, recapitalizing or similar
transaction with the Company;
o initiate, propose or otherwise solicit stockholders to amend or
terminate the Company's Rights Agreement (the "Rights Agreement") or to
redeem the rights issued under the Rights Agreement; or
o aid, encourage or act in concert with any person, firm, corporation,
group or other entity to take any of the foregoing actions.
The Company, the members of the Board of Directors at the time the
Stockholder Agreement was signed, the Gralee Persons, Wilco and the Dane Falb
Persons entered into an agreement (the "Settlement Agreement") that provides for
mutual releases by the parties and certain related entities (the "Released
Parties") of all existing and future claims arising out of each Released Party's
activities up to the date of the Settlement Agreement with respect to the
Company. The Settlement Agreement provides that each party will refrain from
public criticism of the other parties concerning the matters resolved by the
Agreement. The Settlement Agreement also provides that, for a period of six
years after the date of such agreement, the Company will, subject to certain
limitations, cause to be maintained in effect the current directors' and
officers' liability insurance policies for the benefit of those persons who are
currently covered by such policies, on terms no less favorable than the terms of
such current insurance coverage.
In connection with the Stockholder Agreement and the Settlement
Agreement, the Board of Directors approved an amendment to the Bylaws that
became effective immediately following the 1998 Special
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Meeting and that expires upon the earlier to occur of (i) such time as (x) Lee
Global, together with its affiliates and associates, are no longer the
beneficial owners in the aggregate of at least 10% of the shares of common stock
then outstanding, and (y) the Dane Falb Persons are no longer the beneficial
owners in the aggregate of at least 10% of the shares of common stock then
outstanding, and (ii) the day immediately subsequent to the 2000 Special Meeting
of stockholders of the Corporation (the "Bylaw Amendment"). The Bylaw Amendment
o establishes the Company Nominating Committee, the Gralee Nominating
Committee and the Falb Nominating Committee of the Board of Directors,
o sets the number of persons constituting the Board of Directors at
seven, and
o provides that three persons shall be nominated as directors on behalf
of the Company by the Company Nominating Committee, two persons shall
be nominated as directors on behalf of the Company by the Gralee
Nominating Committee and two persons shall be nominated as directors on
behalf of the Company by the Falb Nominating Committee.
The provisions of the Bylaws implemented by the Bylaw Amendment may be
amended or repealed only by the affirmative vote of five of the members of the
entire Board of Directors or the holders of 75% of the outstanding common stock.
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SECURITY OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of September 30, 2000, the beneficial
ownership of common stock and Series A Preferred Stock of the Company (the only
equity securities of the Company presently outstanding) by (i) each director and
nominee for director of the Company, (ii) each person who was known to the
Company to be the beneficial owner of more than five percent of the outstanding
shares of common stock and (iii) directors and executive officers of the Company
as a group. G. Thomas Graves III, President and Chief Executive Officer of the
Company since July 1998 and a director of the Company, and Edward C. Marhanka,
Vice President of the Company are the only executive officers for the purpose of
this table.
<TABLE>
<CAPTION>
Common Stock Series A Preferred Stock
Beneficially Owned Beneficially Owned
Number of Percent of Number of Percent of
Shares Class Shares Class
<S> <C> <C> <C> <C>
J. W. Bullion 34,924(1) *(1) -- --
Thomas P. Kellogg, Jr. 46,000(1)(2) *(1)(2) 4,000 2.50%
John Mark McLaughlin 308,035(3)(5) 5.52%(3)(5) 10,000 6.25%
Edward Nathan Dane 836,716(6) 12.27%(6) -- --
Peter L. Falb 948,716(6) 13.91%(6) 4,000 2.50%
G. Thomas Graves III 1,556,316(7) 22.82%(7) -- --
William I. Lee 1,556,316(7) 22.82%(7) 42,000 26.25%
Beneficial owner of 5% or more (excluding
persons named above)
Peter L. Falb, Edward Nathan Dane, Firethorn 948,716(6) 13.91%(6) -- --
I Limited Partnership and Dane, Falb, Stone &
Co., Inc. c/o Peter L. Falb 33 Broad Street,
Boston, Massachusetts 02109
Lee Global Energy Fund, L.P., 4809 Cole 1,556,316(7) 22.82%(7) -- --
Ave., Suite 107, Dallas, Texas 75205
Wilco Properties, Inc., 4809 Cole Ave. , Suite 1,556,316(7) 22.82%(7) 2,000 1.25%
107, Dallas, Texas 75205
Daniel M. Murphy 564,600 8.28%
All directors and executive officers as a group 3,486,258(8) 51.11%(8) 62,000 38.75%
of 8
</TABLE>
-----------
*Less than one percent
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(1) Includes 20,000 shares of common stock with respect to which such
person has the right to acquire beneficial ownership upon the exercise
of currently exercisable options (the percentage is calculated on the
basis that such shares are deemed outstanding).
(2) Includes 25,000 shares of common stock with respect to which such
person has the right to acquire beneficial ownership issuable upon the
conversion of shares of Series A Preferred Stock (the percentage is
calculated on the basis that such shares are deemed outstanding).
(3) Includes 62,500 shares of common stock with respect to which such
person has the right to acquire beneficial ownership issuable upon the
conversion of shares of Series A Preferred Stock (the percentage is
calculated on the basis that such shares are deemed outstanding).
(4) Includes 26,667 shares of common stock with respect to which Mr.
Marhanka has the right to acquire beneficial ownership upon the
exercise of currently exercisable options (the percentage is calculated
on the basis that such are deemed outstanding).
(5) Includes 35,000 shares of common stock with respect to which such
person has the right to acquire beneficial ownership upon the exercise
of currently exercisable options (the percentage is calculated on the
basis that such shares are deemed outstanding).
(6) Messrs. Dane and Falb share voting and dispositive power with respect
to 945,383 shares of common stock with Firethorn I Limited Partnership,
a Massachusetts limited partnership, and Dane, Falb, Stone & Co., Inc.,
a Massachusetts corporation. Mr. Falb has sole voting and dispositive
power with respect to 112,000 shares. The information regarding Messrs.
Dane's and Falb's beneficial ownership of the Company's common stock is
disclosed on a Schedule 13D filed with the SEC on April 7, 1995 by the
Dane Falb Persons, as amended through Amendment No. 7 thereto filed on
July 30, 1998, and the Form 4s filed by Mr. Falb through February 8,
2000, and includes 25,000 shares of common stock assuming the
conversion of Mr. Falb's 4,000 shares of Series A Preferred Stock, and
the 6,666 shares of common stock which Messrs. Dane and Falb have the
right to acquire beneficial ownership upon the exercise of currently
exercisable options (the percentage is calculated on the basis that
such shares are deemed outstanding).
If the relationships relating to the Stockholder Voting Agreement,
dated as of June 25, 1998, by and among the Current Board (as defined
in the Stockholder Voting Agreement), the Dane Falb Persons and the
Gralee Persons, constitute a group for purposes of Rule 13d-5 of the
Securities Exchange Act of 1934, then the group may be deemed to be the
beneficial owner of the other parties' shares of common stock. The
group disclaims any such beneficial ownership.
(7) Pursuant to that certain Joint Filing Agreement, entered into by and
among Lee Global, Messrs. Graves and Lee and Wilco, dated as of
September 18, 1998 (previously filed with the SEC by Lee Global as
Exhibit 7.9 to the Schedule 13D/A No. 6 on September 23, 1998 and
incorporated herein by reference), each of Lee Global, Messrs. Graves
and Lee and Wilco may be deemed to beneficially own 1,556,316 shares of
common stock (which is approximately 26.98% of the shares of common
stock outstanding on January 31, 2000, including (i) the 20,000 shares
owned by Mr. Graves; (ii) the 175,200 shares owned by Mr. Lee; (iii)
the assumed conversion of Series A Preferred Stock issued to Mr. Lee
into 250,000 shares of common stock, and (iv) the 86,666 shares of
common stock which Messrs. Lee and Graves have the right to acquire
beneficial ownership upon the exercise of currently exercisable options
(the percentage is calculated on the basis that such shares are deemed
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outstanding). Messrs. Graves and Lee may be deemed to have shared
voting power and shared dispositive power over (i) 865,550 shares of
common stock owned by Lee Global; (ii) 156,400 shares of common stock
owned by Wilco; and (iii) 12,500 shares of common stock resulting from
the assumed conversion of Series A Preferred Stock issued to Wilco.
If the relationships relating to the Stockholder Voting Agreement,
dated as of June 25, 1998, by and among the Current Board, the Dane
Falb Persons and the Gralee Persons, constitute a group for purposes of
Rule 13d-5 of the Securities Exchange Act of 1934, then the group may
be deemed to be the beneficial owner of the other parties' shares of
common stock. The group disclaims any such beneficial ownership.
(8) Includes (i) 167,499 shares of common stock which are subject to stock
options currently exercisable by the seven directors, 26,667 shares of
common stock which are subject to stock options currently exercisable
by Mr. Edward C. Marhanka, Vice President-Operations of the Company and
1,000 shares of common stock which are otherwise owned directly by Mr.
Marhanka, and (ii) the assumed conversion of shares of Series A
Preferred Stock issued to Wilco Properties, Inc., and Messrs. Kellogg,
McLaughlin, Falb and Lee into 12,500, 25,000, 62,500, 25,000 and
250,000 shares of common stock, respectively.
Except as otherwise indicated, all shares shown in the above table are
owned directly and the holder thereof has sole voting and investment powers with
respect to such shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires directors and officers of
the Company, and persons who own more than ten percent of the common stock, to
file with the SEC initial reports of ownership and reports of changes in
ownership of the common stock. Directors, officers and persons who own more than
ten percent of the common stock are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 1999, all Section
16(a) filing requirements applicable to its directors, officers and ten percent
stockholders were complied with except as set forth below. During 1999 Mr. Weir
failed to file a Form 3 with respect to becoming an executive officer. During
1999 stock options were issued pursuant to existing plans and were not reported
for Messrs. McLaughlin, Bullion, Kellogg, Lee, Graves, Falb, Dane, Weir and
Marhanka. Wilco purchased 2,000 shares of preferred stock in March 1999 and
failed to submit a Form 4; consequently, Mr. Lee has not to date reported such
transaction on a Form 4 with respect to his indirect beneficial ownership of
such shares. For each of the following persons, the number of transactions not
reported on a timely basis is as follows: McLaughlin (2), Bullion (2), Kellogg
(2), Lee (3), Graves (1), Falb (2), Dane (2), Weir (1), Marhanka (1) and Wilco
(1).
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AUDITORS
Ernst & Young LLP, which has served as the Company's independent public
accountants since 1999, has been selected to audit the financial statements of
the Company for the year ended December 31, 2000. This selection will not be
submitted to stockholders for ratification or approval.
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Annual Report of the Company for its fiscal year ended December 31,
1999 was distributed to stockholders on April 28, 2000, accompanying the
Company's 2000 Proxy Statement. Included in Appendix 1 to the 2000 Proxy
Statement are the 1999 Financial Statements of the Company, along with
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the Report of Independent Accountants. The Appendix did not
constitute a part of the 2000 Proxy Statement, but was provided in conjunction
with the 1999 Annual Report. The Company announced the completion of the merger
and published the Agreement and Plan of Merger in a filing made on Form 8-K on
October 2, 2000.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference certain of the information we file with them, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this Consent
Solicitation Statement. We incorporate by reference the documents listed below:
o Annual Report on Form 10-K for the year ended December 31,
1999;
o Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
o Quarterly Report on Form 10-Q for the quarter ended June 30,
2000;
o Quarterly Report on Form 10-Q for the quarter ended September
30, 2000; and
o Current Report on Form 8-K dated October 2, 2000.
All of these documents are included with this Consent Solicitation
Statement, except for the Annual Report on Form 10-K for the year ended
December 31, 1999. This report was previously distributed to stockholders on
April 28, 2000. However, if you so desire, another copy of this Annual Report
on Form 10-K, along with any and all information incorporated by reference
(not including exhibits to the information that is incorporated by reference),
may be provided to you by first class mail or other equally prompt means,
without charge to you and within one business day of receipt of a written or
oral request directed to:
Toreador Resources Corporation
4809 Cole Avenue, Suite 108
Dallas, TX 75205
Attention: Secretary
Phone Number: (214) 559-3933
By Order of the Board of Directors,
/s/ G. THOMAS GRAVES III
G. Thomas Graves III
President and CEO
10
<PAGE> 13
IMPORTANT
PLEASE COMPLETE, SIGN AND DATE
YOUR WRITTEN CONSENT PROMPTLY
AND RETURN IT IN THE ENCLOSED ENVELOPE
WRITTEN CONSENT OF STOCKHOLDERS OF
TOREADOR RESOURCES CORPORATION
THIS CONSENT IS SOLICITED BY THE BOARD OF DIRECTORS. WHEN PROPERLY EXECUTED,
THIS CONSENT WILL BE VOTED AS DESIGNATED BY THE UNDERSIGNED. IF THIS CONSENT IS
SIGNED, DATED AND DELIVERED TO TOREADOR RESOURCES CORPORATION WITH NO
DESIGNATION BY THE UNDERSIGNED, THIS CONSENT WILL CONSTITUTE THE STOCKHOLDER'S
CONSENT TO AND APPROVAL OF THE ISSUANCE OF UP TO 180,000 SHARES OF THE COMMON
STOCK OF TOREADOR RESOURCES CORPORATION.
PLEASE SIGN NAME(S) EXACTLY AS PRINTED HEREON. EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS, AND ATTORNEYS SHOULD GIVE FULL TITLE AS SUCH. WHEN SHARES
ARE HELD JOINTLY, ALL SHOULD SIGN. IF THE SIGNER IS A CORPORATION, SIGN FULL
CORPORATE NAME BY DULY AUTHORIZED OFFICER. IF THE SIGNER IS A PARTNERSHIP, SIGN
IN THE NAME OF THE PARTNERSHIP BY AN AUTHORIZED PERSON. IF SHARES ARE HELD IN
MORE THAN ONE CAPACITY, THIS CONSENT SHALL BE DEEMED VALID FOR ALL SHARES HELD
IN ALL CAPACITIES.
The undersigned hereby takes the following action with respect to all of the
shares of common stock of Toreador Resources Corporation that the undersigned is
entitled to vote:
To the issuance of up to an additional 180,000 shares of Toreador Resources
Corporation's common stock, par value $0.15625 per share pursuant to the terms
of that certain Agreement and Plan of Merger, dated as of September 11, 2000, by
and among Texona Petroleum Corporation, Toreador Resources Corporation, and
Toreador Acquisition Corporation.
PLEASE MARK AS IN THIS SAMPLE [X]
Consents Does Not Consent Abstains
[ ] [ ] [ ]
<PAGE> 14
(Please sign and date below)
Dated: , 2000
------------
-------------------------
Signature of Stockholder(s)
-------------------------
Signature of Stockholder(s)
If signing as attorney,
executor, administrator,
trustee or guardian, please
give full title as such, and,
if signing for a corporation,
give your title. When shares
are in the names of more than
one person, each should sign.
